UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                AMENDMENT No.2 TO
                                   FORM 10-QSB

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

                  For the quarterly period ended June 30, 2003

[ ]  Transition Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

             For the transition period from _________ to __________.

                          Commission File No. 033-14065

                             CENTRAL WIRELESS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             UTAH                                      87-0476117
             ----                                      ----------
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization)                  Identification Number)


4333 SOUTH TAMIAMI TRAIL, SUITE E, SARASOTA FLORIDA            34271
---------------------------------------------------            -----
     (Address of principal executive offices)               (Zip Code)

     Registrant's telephone number, including area code: (941) 929-1534
                                                         --------------


(1)  Registrant  has filed all  reports  required  to be filed by  Section 13 or
     15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
     (or for such shorter  period that the  registrant was required to file such
     reports), and

(2)  has been subject to such filing requirements for the past 90 days
     [X] Yes [ ] No

     As of August  13,  2003,  there  were  237,930,144  shares  outstanding  of
     issuer's common stock.


<PAGE>
                                     PART I

ITEM 1. FINANCIAL STATEMENTS


                             CENTRAL WIRELESS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                            CONDENSED BALANCE SHEET
                                 JUNE 30, 2003
                                  (UNAUDITED)


                                     ASSETS
                                                                    (RESTATED)

Current assets
  Cash                                                             $        460
  Prepaid expense and other current assets                                1,605
                                                                   ------------
    Total current assets                                                  2,065

    Tower Site & Improvement cost                                       135,000
    Investment in Alliances                                          10,000,000
                                                                   ------------

                                                                   $ 10,137,065
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable and accrued liabilities                         $    425,746
  Contract deposits                                                      34,500
  Convertible debentures payable-related parties - current
    portion, net of discounts on conversion features                    648,295
                                                                   ------------
       Total current liabilities                                      1,108,541
                                                                   ------------

Total liabilities                                                     1,108,541

Commitments and contingencies                                                --

Stockholders' equity
  Preferred stock; no par value; 10,000,000 shares
    authorized, no shares issued an outstanding                              --
  Common stock; $0.001 par value; 250,000,000 shares
    authorized, 217,576,964 shares issued and outstanding               217,576
  Additional paid-in capital                                          6,679,340
  Treasury stock                                                        (20,000)
  Accumulated other comprehensive income                              8,000,000
  Accumulated deficit prior to the development stage                 (3,557,147)
  Accumulated deficit during the development stage                   (2,291,245)
                                                                   ------------
    Total stockholders' equity                                        9,028,524
                                                                   ------------

Total liabilities and stockholders' equity                         $ 10,137,065
                                                                   ============


    The accompanying notes are an integral part of these condensed financial
                                  statements.

                                       1
<PAGE>

                             CENTRAL WIRELESS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                       CONDENSED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                         For the three months              For the six months
                                                             ended June 30,                   ended June 30,         January 1, 2002
                                                    -----------------------------    -----------------------------       through
                                                        2003              2002             2003              2002      June 30, 2003
                                                     (RESTATED)                         (RESTATED)                      (RESTATED)
                                                    -------------    ------------    -------------    ------------     ------------
<S>                                                 <C>              <C>             <C>              <C>              <C>
Revenues                                            $          --    $         --    $          --    $         --     $         --

Cost of sales                                                  --              --               --              --               --
                                                    -------------    ------------    -------------    ------------     ------------

    Gross loss                                                 --              --               --              --               --

Operating expenses
    General and administrative expenses
      Professional and consulting                         891,946              --        1,036,459              --        1,086,159
      Other general and administrative                     46,819          27,223          110,368          27,223          437,564
                                                    -------------    ------------    -------------    ------------     ------------
    Total general and administrative expenses             938,765          27,223        1,146,827          27,223        1,523,723

Loss from operations                                     (938,765)        (27,223)      (1,146,827)        (27,223)      (1,523,723)

Other income (expense)
    Interest expense                                     (218,994)             --         (353,154)             --         (508,805)
    Other income                                                4              --                8              --                8
                                                    -------------    ------------    -------------    ------------     ------------

Loss before provision for income taxes                 (1,157,755)        (27,223)      (1,499,973)        (27,223)      (2,032,520)

Provision for income taxes                                     --              --               --              --               --
                                                    -------------    ------------    -------------    ------------     ------------

Net loss from continuing operations                    (1,157,755)        (27,223)      (1,499,973)        (27,223)      (2,032,520)

Discontinued operations
    Loss from operations of discontinued divisions             --         (91,960)              --        (240,545)        (266,177)
    Gain on disposal of discontinued divisions                 --              --               --              --            7,452
                                                    -------------    ------------    -------------    ------------     ------------

Loss from discontinued operations                              --         (91,960)              --        (240,545)        (258,725)
                                                    -------------    ------------    -------------    ------------     ------------

Net loss                                            $  (1,157,755)   $   (119,183)   $  (1,499,973)   $   (267,768)    $ (2,291,245)
                                                    =============    ============    =============    ============     ============

Earning per share
    Loss from continuing operations                 $       (0.01)   $      (0.02)   $       (0.01)   $      (0.02)    $      (0.05)
    Loss from discontinued operations                          --           (0.06)              --           (0.16)           (0.01)
                                                    -------------    ------------    -------------    ------------     ------------
    Net loss                                        $       (0.01)   $      (0.08)   $       (0.01)   $      (0.18)    $      (0.05)
                                                    =============    ============    =============    ============     ============

Basic and diluted weighted average
    common shares outstanding                         188,787,476       1,498,444      121,895,473       1,498,444       42,731,436
                                                    =============    ============    =============    ============     ============
</TABLE>


    The accompanying notes are an integral part of these condensed financial
                                   statements

                                       2

<PAGE>

                             CENTRAL WIRELESS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                  CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                     For the three months             For the six months
                                                         ended June 30,                 ended June 30,          January 1, 2002
                                                 ---------------------------     ---------------------------       through
                                                     2003            2002            2003            2002       June 30, 2003
                                                  (RESTATED)                      (RESTATED)                      (RESTATED)
                                                 -----------     -----------     -----------     -----------     -----------
<S>                                              <C>             <C>             <C>             <C>             <C>
Net loss                                         $(1,157,755)    $  (119,183)    $(1,499,973)    $  (267,768)    $(2,291,245)

Other comprehensive income, net of tax
    Unrealized gain on investment in Alliance
      Towers, Inc.                                 1,000,000              --       8,000,000              --       8,000,000
                                                 -----------     -----------     -----------     -----------     -----------
    Total other comprehensive income,
       net of tax                                  1,000,000              --       8,000,000              --       8,000,000
                                                 -----------     -----------     -----------     -----------     -----------

Total comprehensive income                       $  (157,755)    $  (119,183)    $ 6,500,027     $  (267,768)    $ 5,708,755
                                                 ===========     ===========     ===========     ===========     ===========
</TABLE>



    The accompanying notes are an integral part of these condensed financial
                                   statements

                                       3

<PAGE>

                             CENTRAL WIRELESS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                   CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                                        Accumulated
                                                         Common Stock                                     Accumulated     Deficit
                                                 -------------------------    Additional                     Other      Prior To The
                                                  Number of                    Paid-in       Treasury    Comprehensive  Development
                                                   Shares         Amount       Capital        Stock         Income         Stage
                                                 -----------   -----------   -----------   -----------    -----------   -----------

<S>                                               <C>          <C>           <C>           <C>            <C>           <C>
Balance, December 31, 2002                         6,127,122   $     6,127   $ 3,549,798   $   (20,000)   $        --   $(3,557,147)

Conversion of debentures                          58,123,862        58,124       252,867                           --            --

Common stock issued for services                  51,824,980        51,825       933,175                           --            --

Common stock issued for accounts payable and
    accrued liabilities                            1,500,000         1,500        43,500            --             --            --

Common stock issued for investment in Alliance
   Towers, Inc.                                  100,000,000       100,000     1,900,000            --             --            --

Other comprehensive income, net of tax                    --            --            --                    8,000,000            --

Net loss                                                  --            --            --            --             --            --
                                                 -----------   -----------   -----------   -----------    -----------   -----------

Balance, June 30, 2004 (RESTATED)                217,575,964   $   217,576   $ 6,679,340   $   (20,000)   $ 8,000,000   $(3,557,147)
                                                 ===========   ===========   ===========   ===========    ===========   ===========
</TABLE>


<TABLE>
<CAPTION>
                                                 Accumulated
                                                   Deficit
                                                 During The        Total
                                                 Development    Stockholders'
                                                    Stage         Equity
                                                 -----------    -----------

<S>                                              <C>            <C>
Balance, December 31, 2002                       $  (791,272)   $  (812,494)

Conversion of debentures                                  --        310,991

Common stock issued for services                          --        985,000

Common stock issued for accounts payable and
    accrued liabilities                                   --         45,000

Common stock issued for investment in Alliance
   Towers, Inc.                                           --      2,000,000

Other comprehensive income, net of tax                    --      8,000,000

Net loss                                          (1,499,973)    (1,499,973)
                                                 -----------    -----------

Balance, June 30, 2004 (RESTATED)                $(2,291,245)   $ 9,028,524
                                                 ===========    ===========
</TABLE>

    The accompanying notes are an integral part of these condensed financial
                                   statements

                                       4
<PAGE>

                             CENTRAL WIRELESS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                       CONDENSED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                             For the six months
                                                                                ended June 30,          January 1, 2002
                                                                        ----------------------------        through
                                                                           2003              2002        June 30, 2003
                                                                        (RESTATED)                         (RESTATED)
                                                                        -----------      -----------    --------------
<S>                                                                     <C>              <C>               <C>
Cash flows from operating activities:
  Net loss                                                              $(1,499,973)     $  (267,768)      (2,291,245)
  Adjustments to reconcile net loss to net
   cash used by operating activities:
    Stock based compensation                                                985,000           24,044        1,118,000
    Amortization of beneficial conversion features of debentures
      and related warrants                                                  295,666            8,828          404,445
    Salaries paid by addition to notes payable                                   --               --           88,720
  Changes in operating assets and liabilities:
    Accounts receivable                                                          --          132,743            7,789
    Prepaid expenses                                                            395               --              395
    Bank overdraft                                                               --               --          (10,781)
    Change in accounts payable and accrued expenses                         126,495               --          252,826
    Change in contract deposits                                              34,500               --           34,500
    Other                                                                        --           15,153           31,411
                                                                        -----------      -----------      -----------
      Net cash used by operating activities                                 (57,917)         (87,000)        (363,940)

Cash flows from investing activities:
  Site acquisition deposit                                                       --               --         (135,000)
  Proceeds from sales of equipment                                               --           22,000               --
                                                                        -----------      -----------      -----------
      Net cash provided (used) by investing activities                           --           22,000         (135,000)

Cash flows from financing activities:
  Change in due to stockholder                                                   --           25,000               --
  Proceeds from borrowing on notes payable-related parties                       --           40,000          519,400
  Treasury stock purchase                                                        --               --          (20,000)
                                                                        -----------      -----------      -----------
      Net cash provided by financing activities                                  --           65,000          499,400
                                                                        -----------      -----------      -----------

Net change in cash                                                          (57,917)              --              460

Cash, beginning of period                                                    58,377               --               --
                                                                        -----------      -----------      -----------

Cash, end of period                                                     $       460      $        --      $       460
                                                                        ===========      ===========      ===========

Supplemental disclosure of cash flow information:
  Cash paid for income taxes                                            $        --      $        --      $        --
                                                                        ===========      ===========      ===========
  Cash paid for interest                                                $        --      $        --      $        --
                                                                        ===========      ===========      ===========

Schedule of non-cash operating, investing and financing activities:
  Conversion of debentures to common stock                              $   310,991      $        --      $   310,991
                                                                        ===========      ===========      ===========

Issuance of 100,000,000 shares for investment in Alliance
    Towers, Inc.                                                        $ 2,000,000      $        --      $ 2,000,000
                                                                        ===========      ===========      ===========

Issuance of 1,500,000 shares for payment of accounts payable
    and accrued liabilities                                             $    45,000      $        --      $    45,000
                                                                        ===========      ===========      ===========
</TABLE>

    The accompanying notes are an integral part of these condensed financial
                                   statements

                                        5
<PAGE>

                             CENTRAL WIRELESS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.    DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

      The  accompanying  unaudited  condensed  financial  statements  have  been
      prepared  in   accordance   with   Securities   and  Exchange   Commission
      requirements  for interim  financial  statements.  Therefore,  they do not
      include  all of the  information  and  footnotes  required  by  accounting
      principles  generally accepted in the United States for complete financial
      statements.  The financial  statements  should be read in conjunction with
      the Form 10-KSB for the year ended December 31, 2002 of Central  Wireless,
      Inc. (the "Company").

      The interim  financial  statements  present the condensed  balance  sheet,
      statements of operations,  stockholders' deficit and cash flows of Central
      Wireless,  Inc. The financial  statements have been prepared in accordance
      with accounting principles generally accepted in the United States.

      The  interim  financial  information  is  unaudited.  In  the  opinion  of
      management,  all  adjustments  necessary to present  fairly the  financial
      position of the Company as of June 30, 2003 and the results of  operations
      and cash  flows  presented  herein  have been  included  in the  financial
      statements.  Interim results are not necessarily  indicative of results of
      operations for the full year.

      The  preparation  of financial  statements in conformity  with  accounting
      principles  generally accepted in the United States requires management to
      make estimates and assumptions  that affect the reported amounts of assets
      and liabilities and disclosure of contingent assets and liabilities at the
      date of the financial  statements and the reported amounts of revenues and
      expenses  during the reporting  period.  Actual  results could differ from
      those estimates.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Employee  stock  based  compensation  -  The  Company  applies  Accounting
      Principles  Board ("APB")  Opinion No. 25,  Accounting for Stock Issued to
      Employees,  and Related  Interpretations,  in accounting for stock options
      issued to  employees.  Under APB No.  25,  employee  compensation  cost is
      recognized  when estimated  fair value of the underlying  stock on date of
      the grant exceeds  exercise  price of the stock option.  For stock options
      and warrants issued to  non-employees,  the Company  applies  Statement of
      Financial   Accounting   Standards   ("SFAS")  No.  123,   Accounting  for
      Stock-Based  Compensation,  which requires the recognition of compensation
      cost based  upon the fair  value of stock  options at the grant date using
      the Black-Scholes option pricing model.

      The  Company  issued  no stock and  granted  no  warrants  or  options  to
      employees  for  compensation  for the six months  ended June 30,  2003 and
      2002.

      In December 2002, the Financial Accounting Standards Board issued SFAS No.
      148, "Accounting for Stock-Based  Compensation-Transition and Disclosure".
      SFAS No. 148 amends the transition  and disclosure  provisions of SFAS No.
      123. The Company is currently  evaluating  SFAS No. 148 to determine if it
      will adopt SFAS No. 123 to account for employee  stock  options  using the
      fair value method and, if so, when to begin transition to that method.

      Investment in Alliance Towers,  Inc. - Investment in Alliance Towers, Inc.
      ("Alliance")  consist  of  available-for-sale  common  stock  of  Alliance
      Towers,  Inc. (see Note 5). These  securities are valued at current market
      value as determined by published market quotes.


                                       6
<PAGE>

                             CENTRAL WIRELESS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


2.    RESTATED FINANCIAL STATEMENTS

      Subsequent  to  the  issuance  of  the  Company's  financial   statements,
      management  became aware that those  financial  statements did not reflect
      account balances properly for the six months ended June 30, 2003. Properly
      accounting  of these items in the  revised  financial  statements  has the
      following effect:

<TABLE>
<CAPTION>
                                                                           For the six
                                                        For the six       months ended        RESTATED
                                                       months ended       June 30, 2003       Increase
                                                       June 30, 2003       (RESTATED)        (Decrease)
                                                      ---------------    --------------    --------------
<S>                                                   <C>                <C>               <C>
      Revenues                                        $            --    $           --    $           --
      Expenses                                              1,106,327         1,146,827            40,500
                                                      ---------------    --------------    --------------
      Loss from operations                                 (1,106,327)       (1,146,827)           40,500
      Other expense                                          (353,146)         (353,146)               --
                                                      ----------------   ---------------   --------------
      Loss before provision for income taxes               (1,459,473)       (1,499,973)           40,500
      Provision for income taxes                                   --                --                --
                                                      ---------------    --------------    --------------
      Net loss                                        $    (1,459,473)   $   (1,499,973)   $       40,500
                                                      ===============    ==============    ==============

      Basic and diluted loss per common share         $         (0.01)   $        (0.01)   $           --
                                                      ===============    ==============    ==============

      Basic and diluted weighted average common
         common shares outstanding                        121,895,473        121,895,473               --
                                                      ===============    ===============   ==============
</TABLE>

      For the six months  ended June 30,  2003,  the change in the  statement of
      operations  was related to adjusting  the valuation of common stock issued
      for services based on the fair value of the common stock.

3.    INVESTMENT IN ALLIANCE TOWERS, INC.

      During February 2003, the Company entered into a Share Exchange  Agreement
      with the  Company's  CEO and two other  individuals  whereby  the  Company
      agreed to exchange 100,000,000 unregistered common shares of Alliance from
      these  individuals  in exchange for  100,000,000  shares of the  Company's
      common  stock.  On the date of the  transaction  both  Alliance's  and the
      Company's shares were trading at $0.02 per share. Accordingly, the Company
      recorded  the value of the  investment  at  $2,000,000.  The  Company  has
      classified this marketable  security as an available for sale security and
      accordingly,  records the investment at fair market value,  or $10,000,000
      as of June 30, 2003. Accordingly,  the Company recorded an unrealized gain
      on investment in Alliance  totaling  $8,000,000 and $0.00,  which has been
      reported as other  comprehensive  income for the six months ended June 30,
      2003 and 2002, respectively.

4.    CONVERTIBLE DEBENTURES-RELATED PARTIES, NET OF DISCOUNTS

      During the six months  ended June 30, 2003 the Company  issued  58,123,862
      shares of common  stock for  conversion  of  principal  totaling  $310,991
      related to the convertible debentures.


                                       7
<PAGE>

                             CENTRAL WIRELESS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


5.    STOCKHOLDERS' EQUITY

      In January  2003,  the Company  issued  1,500,000  shares of the Company's
      common stock in satisfaction of accrued liabilities totaling $45,000.

      In January and March 2003,  the Company  issued  12,224,980  shares of the
      Company's common stock for services totaling $123,000.

      In April  and May  2003,  the  Company  issued  38,000,000  shares  of the
      Company's common stock for services totaling $830,000.

      In June 2003, the Company issued  1,600,000 shares of the Company's common
      stock for services totaling $32,000


                                       8

<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


Introductory Statements


         Forward-Looking Statements And Associated Risks

         This filing contains forward-looking  statements,  including statements
regarding,  among other things,  (a) the growth  strategies of Central Wireless,
Inc.  ("Central  Wireless"  or the  "Company"),  (b)  anticipated  trends in the
Company's  industry,  (c)  the  Company's  future  financing  plans  and (d) the
Company's ability to obtain financing and continue operations. In addition, when
used in  this  filing,  the  words  "believes,"  "anticipates,"  "intends,"  "in
anticipation   of,"  and  similar   words  are  intended  to  identify   certain
forward-looking  statements.  These forward-looking statements are based largely
on the  Company's  expectations  and  are  subject  to a  number  of  risks  and
uncertainties,  many of which are beyond the Company's  control.  Actual results
could differ  materially  from these  forward-looking  statements as a result of
changes in trends in the economy and the Company's  industry,  reductions in the
availability  of  financing  and  other  factors.  In light of these  risks  and
uncertainties,  there can be no assurance  that the  forward-looking  statements
contained in this filing will in fact occur.  The Company does not undertake any
obligation   to  publicly   release  the  results  of  any  revisions  to  these
forward-looking  statements  that may be made to reflect  any  future  events or
circumstances.


         Going Concern

         The  Company's  auditors  stated  in  their  reports  on the  financial
statements  of the Company for the period ended  December 31, 2001 and 2002 that
the  Company is  dependent  on outside  financing  and has had losses that raise
substantial doubt about our ability to continue as a going concern.  For the six
months  ended June 30, 2003 and 2002,  Central  Wireless  incurred a net loss of
$1,499,973 and $267,768 respectively.  As of June 30, 2003, Central Wireless had
an accumulated  deficit since  re-entering the development  stage of $2,291,245.
Management  is  actively  seeking  customers  for its  services.  The  financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of  recorded  assets,  or  the  amounts  and  classification  of
liabilities  that might be necessary in the event the Company cannot continue in
existence.  Also,  Central  Wireless has limited  financial  resources and is in
default on certain notes payable to  shareholders  and  convertible  debentures.
These factors raise substantial doubt about the Company's ability to continue as
a going  concern.  Management  intends  to attempt  to obtain  additional  tower
projects and generate cash flow to allow the Company to meet its obligations and
grow in the future.

         Central Wireless intends to alleviate this concern through external
financing and increasing its revenues. Additionally, the Company's construction
management agreement with Alliance Towers is anticipated to provide the
following revenue for each tower: $8,500 for site acquisition, $1,500 to $5,000
for zoning services and $20,000 for construction management.

         Significant Plant Or Equipment Purchases

         We do not  currently  anticipate  any  significant  plant or  equipment
purchases during the next twelve months.

         Employees

         We currently have two (2) employees Kenneth W. Brand and Steve Troyan,
and one (1) part-time employee, Sharon Hetman, in Sarasota, Florida. We do not
anticipate hiring additional employees during the remainder of 2003. We believe
that these personnel will be adequate to accomplish the tasks set forth in our
plan of operations for 2003.

         DEFAULT ON DEBENTURES

      Central  Wireless is in default on  approximately  $600,000 in convertible
debentures  and  accrued  interest  and the  holders  of the  debentures  have a
security interest in all of Central Wireless' assets.

         Summary Of Significant Accounting Policies

      Employee  stock  based  compensation  -  The  Company  applies  Accounting
Principles  Board  ("APB")  Opinion  No.  25,  Accounting  for  Stock  Issued to
Employees, and Related  Interpretations,  in accounting for stock options issued
to employees.  Under APB No. 25, employee  compensation  cost is recognized when
estimated  fair  value  of the  underlying  stock on date of the  grant  exceeds
exercise  price of the stock option.  For stock  options and warrants  issued to
non-employees,  the Company applies Statement of Financial  Accounting Standards
("SFAS") No. 123,  Accounting for Stock-Based  Compensation,  which requires the
recognition of  compensation  cost based upon the fair value of stock options at
the grant date using the Black-Scholes option pricing model.

      The  Company  issued  no stock and  granted  no  warrants  or  options  to
employees for compensation for the six months ended June 30, 2003 and 2002.

      In December 2002, the Financial Accounting Standards Board issued SFAS No.
148, "Accounting for Stock-Based  Compensation-Transition and Disclosure".  SFAS
No. 148 amends the  transition  and  disclosure  provisions of SFAS No. 123. The
Company is currently  evaluating SFAS No. 148 to determine if it will adopt SFAS
No. 123 to account for employee  stock  options using the fair value method and,
if so, when to begin transition to that method.

      Investment in Alliance Towers,  Inc. - Investment in Alliance Towers, Inc.
("Alliance") consist of available-for-sale common stock of Alliance Towers, Inc.
(see Note 5). These  securities are valued at current market value as determined
by published market quotes.


                                        9
<PAGE>

         Overview

         Central  Wireless  Inc.  is a  wireless  communications  infrastructure
company.  Our primary business is the development and construction of towers for
the  transmission  of  broadband,  cellular  and other  wireless  communications
signals.  We also provide related services,  including site acquisition,  zoning
and engineering services, and antennae and line


                                       10
<PAGE>

installation.  We provide various  consulting  services to our customers,  which
include lease negotiation,  assistance in regulatory matters,  and tower design.
We function as the general contractor,  and hire construction  subcontractors on
an as-needed basis to build towers to our customer's specifications.

         Our  potential  customers  consist  primarily  of  broadband  and other
wireless  telecommunications  carriers,  and individuals or business desiring to
lease or own  telecommunications  towers. If we are successful in developing our
business,  we intend to lease  antenna space on towers and rooftop sites that we
acquire or lease.

         We consider Central Wireless to be in the early  development  stage. In
2000 and 2001, our company (then e resources inc) provided video  production and
streaming services and sold healthcare  products over the Internet.  Ultimately,
our  businesses  proved  to be  unsuccessful  and in  January  2002,  we  ceased
operations.  We resumed  operations  in July 2002,  after  changing our business
strategy  and  entering  the  telecommunications  industry by  acquiring  assets
consisting  primarily  of nine  contracts  to  build  telecommunications  towers
capable of transmitting broadband,  cellular and other wireless signals from KRC
Communications,  Inc.  In July  2002,  we began  construction  on three  towers.
Currently, we have operations in the greater Sarasota, Florida region, Oklahoma,
Minnesota, South Caroling and Georgia.


         Telecommunications Towers

         We design, engineer and construct the most popular styles of towers for
transmission of broadband, cellular and other wireless communications, including
the monopole,  the guy tower, stealth tower design, and self-support towers. Our
towers broadcast  telecommunications  signals for PCS,  cellular  wireless data,
paging and broadcast technologies.  Most of our towers are built-to-suit for our
customers, to meet their individual needs. To date, we have performed site
acquisition work and construction management for three tower facilities, all for
Alliance Towers, Inc.


         Antennae Installation

         In  locations  where a tower is  inappropriate  or not  desired  by the
customer,  we assist the customer in placing antennas on existing  structures or
rooftops.  We also  provide  stealth  tower  designs,  which  are  aesthetically
pleasing and blend into the existing structure.


         Our Fees

         We  generally  bill our  customers  in  installments,  at each stage of
construction.  Depending on the work being performed,  we may bill our customers
at a fixed price,  or on a time and  materials  basis.  The cost of our services
depends upon the extent of site  acquisition,  design and engineering  services,
the type of tower  being  constructed,  the cost of  materials,  the  height and
location of the tower, and special factors.


         Engineering, Consulting And Design Services

         We provide  engineering,  consulting and design services for the towers
we construct.  Each tower is designed and engineered based upon the intended use
of the tower by the customer,  the location of the tower,  signal  capabilities,
and the terrain. We consider the effects that wind, ice and other elements might
have on our towers, area demographics,  and localized objects that may interfere
with reception. We take pride in tailoring each of our towers for our customers'
specific needs. We also design "stealth" towers,  creating  innovate  structures
that blend into the surroundings.  For example,  a cleverly designed antenna can
look  like a tree,  a work of art,  or a part of the  building  on  which  it is
located.


         Acquisition And Zoning Services

         We believe  tower  location is  essential  to  providing  clear  signal
transmission.  We assist our customers in locating  suitable real properties for
tower  development  projects,  and in negotiating the lease or purchase of those
locations.   We  have   experience   in   identifying   appropriate   sites  for
telecommunications  towers,  and we  frequently  assist  our  clients  with site
acquisition.  We also assist our  customers  in obtaining  FAA,  state and local
regulatory  approval,  and work  closely with the local  zoning  authorities  to
obtain any required permits.


         Research And Development

         Due to the nature of its business,  Central  Wireless does not expend a
material amount of funds on research and development.


                                       11
<PAGE>

         Marketing And Promotion

         Because  Central  Wireless is in the early  development  stage, at this
time, we do not spend a material  amount on marketing and  promotion.  We market
Central Wireless within the telecommunications industry through our management's
network of  industry  relationships,  and promote  Central  Wireless at industry
trade shows.  If we are  successful  in  expanding  our  business,  we intend to
increase our marketing and promotion activities.

         Plan Of Operations For 2003

         Central  Wireless  intends to  continue to market and expand its client
base by offering  quality services at competitive  pricing.  The market is still
highly competitive,  but we envision that the industry will gain momentum during
the remainder of the year.

         An area of potential increased growth is in wireless broadband. Central
Wireless has the ability to deploy "line of site" broadband technology.  We have
negotiated an agreement to become a contractor for a large countywide deployment
of wireless broadband services in South Carolina. The potential for an expansion
of this type of service to other  counties  is  currently  being  negotiated  by
Alliance Towers, Inc.

         Central  Wireless  has executed an agreement to allow the Company to be
licensed in and perform General  Contracting  services in the following  states:
Alabama,  Mississippi,  Georgia, Tennessee, North and South Carolina, Louisiana,
as well as Florida. The licensing in these states will allow Central Wireless to
directly   perform   many  of  the  tasks  that   would  have  been   previously
subcontracted.  We believe that this should lead to an increased  revenue stream
and additional  profitability.  Upon the completion of the licensing process, we
intend to complete the qualification  processes to allow Central Wireless to bid
and execute work involved in E-911 equipment installation.

         We intend to focus on site acquisition,  zoning and engineering side of
the  business.  We believe  that the bundling of these  services  along with the
General  Contracting  services  will  assist us in being able to  provide  total
turnkey solutions to our clients.

         Central Wireless intends to focus on our key business while looking for
opportunities  to  establish  our revenue and client base.  We are  committed to
performing the work in the most efficient manner possible, while maintaining low
overheads.

         We  currently  have  agreements  with  Alliance  Towers  Inc.  to build
Telecommunications  towers in  southern  and central  Georgia and are  currently
performing site acquisition for tower locations in South Carolina for a wireless
broadband system. During the first six months of 2003 there have been agreements
with Alliance  Towers to perform site  acquisition  work in Georgia for multiple
site as well as site acquisition work in South Carolina. After completion of the
site  acquisition  the  preliminary RF engineering  shall be performed to ensure
that the site  selection is adequate for the carriers the towers are being built
for.  Construction should follow once the plans and engineering are approved and
the required approvals for the county are completed. The agreement includes site
acquisition and zoning services.

         Site acquisition includes identifying three possible candidates for
sites within a particular search ring. Viable candidates selection is then
determined through RF engineering designs requirements, determining interest of
leasing land for a predetermined period of time normally five years, with five
five-year renewals and negotiating lease price of selected parcel with the
property owner, construction, construction of the tower facility, and securing
the appropriate zoning, acquiring all of the approvals, i.e., FAA, NEPA, water
management, county and city approvals.

         Central Wireless will receive $8,500 for site acquisition and $1,500
for zoning services, if only an administrative review is required for $5,000 for
zoning if full process with hearing is required per site and $20,000 for
construction management. Central Wireless expects to perform some or all of
these services for approximately 22 to 28 sites under the Alliance Towers
agreement during fiscal year 2004.

         Alliance Towers' construction plans would include Central Wireless
doing the site acquisition for the Company and also construction management of
the tower(s) being built for Alliance Towers. Estimated revenues from each tower
include $8,500 for site acquisition, $1,500 to $5,000 for zoning services and
$20,000 construction management fee, for a total of approximately $30,000 to
$33,500 per tower.

         Central  Wireless has received  three signed ground leases for Alliance
Towers Sites. Pineboro and Norman in Colquit County and Ousley in Brooks County,
GA. The survey is complete on the Alliance Project in Terrell County, GA and the
zoning/engineering  package is in process  for  submittal  by the August  zoning
submittal date.  Surveying is proceeding on 3 additional  Alliance Towers sites.
The 2C survey documentation on four Alliance Towers sites have been received and
submitted to the FAA for aeronautical studies and approval. Central Wireless has
submitted  4 site data  package for review by Alliance  Towers.  These  packages
contain  preliminary  design,  lease,  preliminary   environmental  and  utility
interconnection  information.  South Carolina  Project  Management  continues on
pre-construction  activities for the Georgetown,  project. The historical review
for the Sarasota  site has been  completed  and  submitted  to the county,  upon
completion review the formal 20 day review period begins.

         Based on our lack for funding, there is substantial risk that Central
Wireless will be unsuccessful in achieving its planned operations. Unless
Central Wireless obtain additional funding, or rapidly increases in revenue, the
Company may be forced to cease operations.

Restated Financial Statements

      Subsequent  to  the  issuance  of  the  Company's  financial   statements,
management became aware that those financial  statements did not reflect account
balances properly for the six months ended June 30, 2003. Properly accounting of
these items in the revised financial statements has the following effect:

<TABLE>
<CAPTION>
                                                                     For the six
                                                  For the six       months ended        RESTATED
                                                 months ended       June 30, 2003       Increase
                                                 June 30, 2003       (RESTATED)        (Decrease)
                                                ---------------    --------------    --------------
<S>                                             <C>                <C>               <C>
Revenues                                        $            --    $           --    $           --
Expenses                                              1,106,327         1,146,827            40,500
                                                ---------------    --------------    --------------
Loss from operations                                 (1,106,327)       (1,146,827)           40,500
Other expense                                          (353,146)         (353,146)               --
                                                ----------------   ---------------   --------------
Loss before provision for income taxes               (1,459,473)       (1,499,973)           40,500
Provision for income taxes                                   --                --                --
                                                ---------------    --------------    --------------
Net loss                                        $    (1,459,473)   $   (1,499,973)   $       40,500
                                                ===============    ==============    ==============

Basic and diluted loss per common share         $         (0.01)   $        (0.01)   $           --
                                                ===============    ==============    ==============

Basic and diluted weighted average common
   common shares outstanding                        121,895,473        121,895,473               --
                                                ===============    ===============   ==============
</TABLE>

      For the six months  ended June 30,  2003,  the change in the  statement of
operations  was related to  adjusting  the  valuation of common stock issued for
services based on the fair value of the common stock.

         Results Of Operations

         Central Wireless ceased all operations of its prior business activities
in January 2002. In accordance with Accounting  Principles Board Opinion No. 30,
Reporting  the Results of  Operations -  Discontinued  Events and  Extraordinary
Items,  Central  Wireless has presented the operating  results  related to these
businesses  for the six months ended June 30, 2002 primarily in one line item as
Loss from Operations of Discontinued Divisions.  The net loss for the six months
ended June 30, 2003, was $1,499,973.  The net loss for six months ended June 30,
2002  was  $267,768,  which  consisted  of  mainly  the loss  from  discontinued
operations.

                                       12
<PAGE>


         Reverse Stock Split

         On July 26, 2002,  each 20 shares of the  Company's  common stock which
were issued and  outstanding  or  reserved  for  issuance  by the  Company  were
exchanged for one share of common stock.  The share amounts in the  accompanying
financial  statements  and  notes  give  effect to this  reverse  split as if it
occurred at the beginning of earliest period presented.


Six Months And Three Months Ended June 30, 2003 And 2002


         Revenues

         For the six months ended June 30, 2003 and 2002,  Central  Wireless had
$-0 and $-0-  respectively in revenue.  For the three months ended June 30, 2003
and 2002,  Central Wireless had $-0- and $-0-  respectively in revenue.  Central
Wireless expects to generate revenue by the end of this fiscal year.


         General And Administrative Expenses.

         For  the  six  months  ended  June  30,  2003  and  2002,  general  and
administrative  expenses were $1,146,827 and $27,223 respectively.  For the 2003
six  month   period,   the  expense   consisted   of  $110,368  of  general  and
administrative  fees and $1,036,459 in professional  fees. In the 2002 six month
period, the expenses consisted entirely of $27,223 of general and administrative
expenses.  For the  three  months  ended  June 30,  2003 and 2002,  general  and
administrative  expenses  were $938,769 and $27,223  respectively.  For the 2003
three  month   period,   the  expense   consisted  of  $46,819  of  general  and
administrative  fees and $891,946 in professional  fees. In the 2002 three month
period, the expenses consisted entirely of $27,223 of general and administrative
expenses.

         Interest Expenses

      For the six months ended June 30, 2003 and June 30, 2002,  the Company had
interest expense of $353,154 and $-0-, respectively.  For the three month period
ended June 30,  2003 and June 30,  2002,  the Company  had  interest  expense of
$218,994 and $-0-, respectively.


         Net loss

         For the six months ended June 30, 2003, Central Wireless had a net loss
of  $1,499,973,  or $0.01 per share,  which  consisted the selling,  general and
administrative  expenses.  In the same period for 2002,  Central Wireless' had a
net loss of $267,768,  or $0.18 per share,  which consisted mainly of the amount
recognized as  discontinued  operations of $240,545.  For the three months ended
June 30,  2003,  Central  Wireless  had a net loss of  $1,157,755,  or $0.01 per
share, which consisted the selling,  general and administrative expenses. In the
same period for 2002, Central Wireless' had a net loss of $119,183, or $0.08 per
share,   which  consisted  mainly  of  the  amount  recognized  as  discontinued
operations of $91,960.


         Liquidity And Capital Resources


         Working Capital

      As of June 30, 2003 Central Wireless had a net working capital deficit for
six months  ended  June 30,  2003 of  $1,106,476  versus a net  working  capital
deficit of $816,411  for June 30,  2002.  Cash  consisted of $460 as of June 30,
2003. The liabilities consist of notes from before the change of control as well
as the issuance of notes since the change of control through  December 31, 2002.
Additionally,  accounts  payable and accrued  liabilities,  which arose prior to
Central  Wireless's  change of control as of June 28, 2002,  as well as activity
through June 30, 2003 have caused a deficit in net working capital.

         At the six  months  ended June 30,  2003,  Central  Wireless's  current
assets were  $2,065  compared  to $140 for the six months  ended June 30,  2002.
Central  Wireless's  current  liabilities  as at June 30,  2003 were  $1,108,541
compared to $816,551 at June 30, 2002. Central Wireless has no assured financial
resources  available  to meet its June  30,  2003  working  capital  deficit  of
$1,106,476.

         The Company is currently  seeking external sources of financing to fund
its operations.

      As of  June  30,  2003,  Central  Wireless  is  contemplating  a  proposed
financing  transaction  pursuant  to  which  the  Company  would  enter  into  a
Securities Purchase Agreement and a Private Equity Line of Credit Agreement with
one or more of the following parties: AJW Partners,  LLC/AJW Qualified Partners,
LLC, AJW Offshore,  Ltd/New  Millennium Capital Partners II, LLC and Equilibrium
Equity,  LLC.  Pursuant  to  the  terms  of  the  proposed  Securities  Purchase
Agreement, some of these entities would purchase a total of Two Hundred Thousand
Dollars  ($200,000) of 12% convertible  debentures from the Company and warrants
to purchase Six Hundred Thousand (600,000) shares of the Company's common stock.
The  convertible  debentures  would have a one-year term and the warrants  would
have to be exercised within five (5) years from the date of issuance.


                                       13
<PAGE>

Under the proposed Private Equity Line of Credit Agreement,  the investors would
purchase,   subject  to  certain  terms  and  conditions  contained  within  the
agreement, up to Five Million Dollars ($5,000,000) of the Company's common stock
during thirty-six (36) month commitment period.  There is not guaranty that this
transaction  will in fact occur, or that Central Wireless will be able to obtain
financing from any other sources.


         Cash Flow From Operating Activity

         Net cash used by Operating Activities for the six months ended June 30,
2003  and  2002 was  $57,917  and  $87,000  respectively.  The use of cash  from
operating   activities   through  June  30,  2002  is  in  connection  with  the
discontinuation  of activities.  During the same period of 2003, the use of cash
related  to  the  Company's  initial  telecommunications  activities.  Moreover,
Central  Wireless net loss of $1,499,973 was offset by non cash items  including
mainly  $985,000 for stock issued for services and $295,666 for  amortization of
beneficial conversion feature of debentures and warrants.


         Cash Flow From Investing Activity

         For six months ended June 30, 2003 no cash was provided from  investing
activities.  During the six  months  ended  June 30,  2002,  the cash flows from
Investing  Activities  was  $22,000  which  related  to a  sale  of  Vistastream
equipment from our discontinued operations in 2002.


         Cash Flow From Financing Activity

         Cash flows from financing  activities for the six months ended June 30,
2003 and 2002 were $0 and $65,000 respectively. Cash provided for the six months
ended June 30, 2002, was due to an issuance of a note payable.

         During the second  quarter of 2003,  convertible  debt in the amount of
$295,753 was  converted to common stock  resulting in the issuance of 55,572,382
shares of our common stock. As of August 4, 2003, for the fiscal year, there has
been  convertible  debt in the  amount of  $415,991  converted  to common  stock
resulting in the issuance of 72,478,022 shares of our common stock.

         Central  Wireless has  incurred  significant  operating  losses and the
assets acquired from KRC are in the start-up phase.  Also,  Central Wireless has
limited  financial  resources  and  is  in  default  on  its  notes  payable  to
shareholders and on its outstanding convertible debentures.  These factors raise
substantial  doubt  about  Central  Wireless's  ability to  continue  as a going
concern. Central Wireless needs to raise significant additional capital in order
to continue as a going  concern,  as well as to pursue its business  plan in the
telecommunications market.


         Risk Factors

         Our Company is subject to various risks which may  materially  harm our
business,  financial  condition  and results of  operations.  Certain  risks are
discussed below.


         We Have Historically Lost Money And Losses May Continue In The Future,
Which Could Severely Impact Our Ability To Continue Operations

         We have  historically  lost  money in prior  years.  For the six months
ended June 30, 2003, we sustained losses of $1,499,973. For the six months ended
June 30, 2002, we had sustained losses of $267,768.  Future losses are likely to
occur.  Our  independent  auditors  have  noted  that our  Company  may not have
significant  cash or other material  assets to cover its operating  costs and to
allow it to  continue  as a going  concern.  Our  ability  to obtain  additional
funding will determine our ability to continue as a going concern.  Accordingly,
we may  experience  significant  liquidity  and cash flow problems if we are not
able  to  raise  additional  capital  as  needed  and on  acceptable  terms.  No
assurances  can be given that we will be successful  in reaching or  maintaining
profitable operations.


                                       14
<PAGE>

         We Have Been The Subject Of A Going Concern Opinion From Our
Independent Auditors, Which Could Severely Impact Our Ability To Continue
Operations

         Our  independent  auditors have added  explanatory  paragraphs to their
audit opinions issued in connection with the 2002 and 2001 financial  statements
which  states that our Company is  dependent  on outside  financing  and has had
losses  since  inception  that  raise  substantial  doubt  about our  ability to
continue  as a going  concern.  Our  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.


         We Have Been And  Continue To Be Subject To A Working  Capital  Deficit
And Accumulated Deficit

         We had a working capital deficit of $1.1 million for the six months
ended June 30, 2003, compared to a working capital deficit of $0.8 million for
the six months ended June 30, 2002. Because of this deficit, our ability to
obtain additional funding will determine our ability to continue as a going
concern. We may experience significant liquidity and cash flow problems if we
are not able to raise additional capital as needed and on acceptable terms. No
assurances can be given that we will be successful in eliminating the working
capital deficit or reaching and maintaining profitable operations. If the
working capital deficit continues, we may be required to cease operations.

         Our Common Stock May Be Affected By Limited Trading Volume And May
Fluctuate Significantly, Which Could Adversely Affect Your Ability To Sell
Shares Of Our Common Stock

         There has been a limited  public  market for our common stock and there
can be no  assurance  that an active  trading  market for our common  stock will
develop. As a result,  this could adversely affect our shareholders'  ability to
sell our common  stock in short time  periods,  or possibly  at all.  Our common
stock has  experienced,  and is likely to experience in the future,  significant
price and volume fluctuations,  which could adversely affect the market price of
our common stock without regard to our operating  performance.  In addition,  we
believe that factors such as quarterly  fluctuations  in our financial  results,
announcements  by our  competitors  and  changes in the  overall  economy or the
condition of the financial  markets could cause the price of our common stock to
fluctuate substantially.


         Existing  Shareholders  Will Experience  Significant  Dilution From Our
Sale Of Convertible Debentures

         The sale of shares pursuant to the conversion of debentures will have a
dilutive impact on our stockholders. As a result, our net income per share could
decrease  in future  periods,  and the market  price of our common  stock  could
decline.  In  addition,  the lower our stock  price is the more shares of common
stock we will have to issue upon  conversion of the convertible  debentures.  If
our stock  price is  lower,  then our  existing  stockholders  would  experience
greater dilution.


         We Are Currently In Default On Our Convertible Debentures, Which Could
Result In Foreclosure On Substantially All Of Our Assets

      We are in default on our obligations under the convertible debentures.  We
have  approximately  $774,162 in  principal  amount of  convertible  debentures.
Pursuant to the terms of our convertible  debentures,  the investors may apply a
penalty to our Company if we are in default which would  increase the amount due
to the investors by at least 30%. This penalty is currently  being applied.  Our
Company has not paid any  principal,  interest  and/or  penalties owed under the
convertible  debentures,  nor do we have  the  funds  available  to  payoff  the
outstanding  balances of the  convertible  debentures.  In  connection  with the
convertible  debentures,  we  entered  into  security  agreements,  in which our
Company granted a security interest to the investors covering  substantially all
of our  assets.  Because we are in default on the  convertible  debentures,  the
investors may exercise their rights under the security agreements, which include
the right to take  possession  of our assets,  sell such  assets,  and apply the
proceeds of such sales to pay down the  outstanding  balance of the  convertible
debentures.  The investors  have  delivered  demand  letters to our Company with
respect  to  the  current  default  of  these  convertible  debentures  and  the
registration of shares of our common stock underlying the convertible debentures
and the penalty provisions contained within the convertible  debentures.  In the
event the investors  decide to foreclose on our assets,  we would not be able to
prevent the foreclosure,  resulting in the sale of some or all of our assets. In
such event, we would be forced to reduce or cease our operations.


         We Could Fail To Attract Or Retain Key Personnel, Which Could Severaly
Impact Our Ability To Continue Operations

         We are dependent  upon our two full time  employees,  Kenneth W. Brand,
our  Chief  Executive  Officer  and  Steven W.  Troyan,  our Vice  President  of
Construction,  to continue in the current  performance  of their current  duties
with Central  Wireless.  The stability and growth of Central  Wireless  would be
significantly  compromised  if these persons were unable or unwilling to perform
their  responsibilities.  At this  time,  we have not  entered  into  employment
agreements  with any of our  employees.  Our officers are employed "at will" and
could resign at any time. If any of our employees  terminate their  relationship
with us, Central Wireless would have to immediately find a suitable replacement,
which may not be possible.  We are a development  stage Company and,  therefore,
could fail if we do not succeed in our  development  plans.  Since  entering the
development stage, we have only been in business  approximately two years. There
is a risk  that we do not  successfully  develop  our  business  and we would be
forced to cease operations.


                                       15
<PAGE>

                          RISKS RELATED TO OUR INDUSTRY

THE WIRELESS INDUSTRY AND THE CONSTRUCTION  INDUSTRY ARE HIGHLY  COMPETITIVE AND
CONSIST OF  COMPANIES  THAT ARE MUCH  BETTER  SITUATED TO SUCCEED  THAN  CENTRAL
WIRELESS, WHICH WILL IMPACT OUR ABILITY TO BECOME PROFITABLE

         Both the  wireless  industry  and the  construction  industry  are very
competitive,  with companies that are more experienced,  better  capitalized and
better  situated than Central  Wireless to Succeed.  Based on this  competition,
there is a substantial  likelihood  that we will be unable to attain  profitable
operations and therefore may be forced to cease operations.

ITEM 3. CONTROLS AND PROCEDURES

(A)   EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         As of the end of the period covered by this report, the Company carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's  Principal Executive  Officer/Acting  Principal Financial Officer (one
person),  of the  effectiveness  of the design and  operation  of the  Company's
disclosure  controls  and  procedures.  The  Company's  disclosure  controls and
procedures are designed to provide a reasonable  level of assurance of achieving
the Company's  disclosure control objectives.  The Company's Principal Executive
Officer/Acting  Principal  Accounting  Officer has concluded  that the Company's
disclosure  controls and procedures  are, in fact,  effective at this reasonable
assurance level as of the of period covered.

(B)   CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

         In connection  with the evaluation of the Company's  internal  controls
during the Company's  last fiscal  quarter,  the Company's  Principal  Executive
Officer/Acting  Principal  Financial  Officer has  determined  that there are no
changes to the Company's  internal  controls over  financial  reporting that has
materially affected, or is reasonably likely to materially effect, the Company's
internal controls over financial reporting.


                                       16
<PAGE>

                                     PART II


ITEM 1.  LEGAL PROCEEDINGS

         None


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         During the second  quarter of 2003,  convertible  debt in the amount of
$295,753  was  converted  into  common  stock,  resulting  in  the  issuance  of
55,572,382 shares of our common stock. As of August 4, 2003, convertible debt in
the amount of $415,991 has been  converted  into common stock,  resulting in the
issuance of 72,478,022 shares of our common stock.

         On January 13, 2003,  1,500,000  shares at a market value of $0.03 were
issued to Sharon  Hetman for payment of $45,000 in accounts  payable and accrued
liabilities.

         On January 20, 2003,  100,000 shares were issued to retain the services
of Ronald A. Jones, as an independent  director,  at a market value of $0.03 per
share for a total of $3,000.

         On February  20, 2003,  100,000,000  shares were issued and exchange in
accordance  with a Share Exchange  Agreement,  dated March 6, 2003,  between the
Company and Alliance Towers, Inc.

         On June 11,  2003,  1,600,000  restricted  shares  were  pursuant  to a
agreement  to be  licensed  in eight (8) states to perform  General  Contracting
Services.

         On July 6, 2003,  4,487,178  restricted shares were issued to investors
pursuant to the conversion of convertible debentures.

         On July 21, 2003,  4,794,520 restricted shares were issued to investors
pursuant to the conversion of convertible debentures.

         On August 4, 2003, 5,072,462 restricted shares were issued to investors
pursuant to the conversion of convertible debentures.

         On August 12,  2003,  1,500,000  shares  were issued to each of Kenneth
Brand,  Michael Delin, Robert Sandburg and Steve Troyan as payment of $17,250 of
accrued but unpaid compensation for each.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         We have  approximately  $774,162  in  principal  amount of  convertible
debentures.  The interest rate on the debentures is 12% or 15% if the debentures
are in default. Principal in the amount of $274,525 plus accrued interest became
due on May 8, 2002;  $272,650 in principal plus accrued  interest  became due on
July, 30, 2002;  $50,000 in principal plus accrued  interest became due on March
29, 2003;  $200,000 in principal  plus accrued  interest  became due on July 12,
2003;  $200,000 in principal  and accrued  interest will become due on September
12, 2003 and  $200,000 in  principal  and  accrued  interest  will become due on
December 20, 2003. There have been $415,991 in debt converted to common stock as
of August 4, 2003.

         Debentures that have become due prior to July 30, 2003 are currently in
default for nonpayment.  None of these debenture holders have informed us of any
collection  proceedings or other actions they intend to take with respect to the
unpaid amounts.


                                       17
<PAGE>

         The  debentures are  convertible  into shares of our commons stock at a
conversion price,  which is significantly  lower than our common stock's trading
price on the  OTCBB at any  given  time.  The  conversion  price is equal to the
lesser of (i) 50%,  multiplied by the average of the lowest three trading prices
for our common stock during the 20 trading days immediately  prior to the notice
of conversion, and (ii) a fixed conversion price ranging from $0.60 to $.10.

         If we are in default under the debenture agreement and other conditions
exist as defined in the agreement,  a penalty may apply which would increase the
amount  due by at least 30% in excess of the  amounts  previously  due under the
agreement.  We have not paid the principal,  interest and penalties we owe under
these  debentures,  and we do not  have  the  money  to pay off the  outstanding
balances of the debentures.

         We have  entered into  security  agreements  in favor of the  investors
covering  substantially  all of our assets,  in order to secure our  obligations
under the  debentures  and the  warrants.  Because  we failed to timely  pay the
debentures sold under the 2001 Securities Purchase Agreement,  the investors may
exercise their rights under the security agreements, including the right to take
possession  of our assets,  sell those  assets,  and apply the  proceeds of such
sales to pay down the outstanding balance of the debenture,  however,  they have
the right to take action at any time they  choose.  If the  investors  decide to
foreclose  on our  assets,  we would  not be able to  prevent  the  foreclosure,
resulting  in the  sale of some or all of our  assets.  In such  event,  persons
purchasing  our common  stock could lose their entire  investment.  On April 23,
2002, the Company  received a default  notice with respect to Company's  default
under the convertible debentures.


The Investor

         Our lenders are the investors, a group of four accredited investors who
as of December 31, 2002,  have  purchased an aggregate of  $1,250,000 in secured
convertible  debentures  and  warrants  from  Central  Wireless  under  the 2001
Securities  Purchase  Agreement,  the Letter  Agreement and the 2002  Securities
Purchase  Agreement.  All of the proceeds recovered from the investors have been
exhausted  by  us.  The  terms  of  our  agreements  with  the  Investors  place
substantial  restrictions on our ability to take certain actions, and require us
to comply with covenants in the 2001  Securities  Purchase  Agreement,  the 2002
Securities  Purchase  Agreement,  and  the  related  investment  documents.  The
principal terms of our agreements with the Investors include the following:


Secured Convertible Debentures

         Amount Sold - As of December  31,  2002,  we have sold an  aggregate of
$1,250,000 in secured  convertible  debentures  to the Investors  under the 2001
Securities  Purchase  Agreement,  the Letter  Agreement and the 2002  Securities
Purchase Agreement. No debentures have been sold in 2003.

         Interest  Rate and Maturity - The interest  rate on the  debentures  is
12%, or 15% if the debentures are in default.  $274,525 in principal and accrued
interest became due on May 8, 2002;  $272,650 in principal plus accrued interest
became due on July 30, 2002;  $50,000 in principal plus accrued interest becomes
due on March 29, 2003;  $200,000 in principal plus accrued  interest becomes due
on July 12, 2003; and $200,000 in principal plus accrued interest becomes due on
September 12, 2003; and $200,000 in principal plus accrued  interest becomes due
on December 20, 2003.

         Debentures - All Debentures are in default - $600,000 in debentures due
May 8, 2002 and July 30, 2002 are in default for nonpayment  upon maturity.  The
investors  have not informed us of any  collection  proceedings or other actions
they intend to take with respect to the unpaid amounts.

         Conversion  Feature - The debentures are convertible into shares of our
common stock at the conversion  price,  which is calculated using the formula in
the  debentures.  The conversion  price is  significantly  lower than our common
stock's  trading price on the OTCBB at any given time. The  conversion  price is
equal to the lesser of (i) 50%,  multiplied  by the average of the lowest  three
trading prices for our common stock during the 20 trading days immediately prior
to the notice of  conversion,  and (ii) a fixed  conversion  price  ranging from
$0.60 to $.10.

         Anti-dilution  Provisions  - If we sell  shares  of  common  stock  for
consideration  per  share  that is less  than  the  conversion  price,  then the
conversion  price is decreased to equal the lower price per share. The number of
shares  issuable to he Investors is  adjustable  upon the issuance of dividends,
the  distribution of assets,  mergers,  consolidations,  recapitalizations,  and
similar events.

         Dividends  - We  cannot  distribute  dividends  in  shares  of stock or
repurchase our shares without obtaining the investors' prior written consent.


                                       18
<PAGE>

         Borrowings - In general,  we cannot  borrow from sources other than the
Investors while the debentures are outstanding, without obtaining the investors'
prior written consent.

         Asset Sales - We cannot sell or  otherwise  dispose of any  significant
portion of our assets outside the ordinary course of business without  obtaining
the Investors' prior written consent.

         Lending  Restrictions  - We cannot  lend money or make  advances to any
person,  including  our  officers and  directors.  We cannot  assume,  guarantee
endorse, or agree to purchase or become liable for another person's obligations,
except for transactions in the ordinary course of business.

         Creditors  - We may not  have  filed  for  bankruptcy  protection,  had
bankruptcy  proceedings  filed  against us, had a judgment  filed  against us in
excess of $50,000,  or had an  assignment  for the benefit of creditors or apply
for or consent to the appointment of a receiver or trustee for our properties or
business.

         Default  - If we  fail  to  timely  convert  the  debentures  upon  the
Investors'  request, we owe $1,000 for each day beyond the deadline that we fail
to  comply.  If we are in  default  under  the  debenture  agreement  and  other
conditions  exist as Defined in the  agreement,  a penalty may apply which would
increase the amount due by at least 30% in excess of the amounts  previously due
under the agreement.  The Investors have the right to convert the default amount
into shares of common stock.

         Prepayment - If we prepay the debentures,  we owe a prepayment  penalty
equal  to 30% of the  outstanding  principal  plus  accrued  interest,  plus any
default interest or penalties.


Covenants And Other Restrictions

         Reservation  and  Registration of Shares - 200% of the number of shares
of common stock that could be issued to the  Investors  upon full  conversion of
the debentures and full exercise of the warrants,  must be reserved by us, and a
Registration Statement must be filed and be declared effective by the Commission
covering those shares for resale by the Investors.  The  Registration  Statement
must remain  effective  and  available for the Investors to resell the shares of
common stock  received  upon  conversion of the  debentures  and exercise of the
warrants.  If the number of shares of common stock  registered at any given time
is inadequate, we are obligated to file an amended or new registration statement
covering  additional shares of common stock. The process of preparing and filing
a registration statement is a time-consuming, costly process. Furthermore, it is
a default under our  agreements  with the Investors if the  Commission  does not
declare the registration  statement  effective within 90 days of the date of the
debentures and warrants were issued.

         As of May 23,  2003,  all  share  of  common  stock  registered  in the
previous registration  statement have been issued to the investor for conversion
of debt. As such we are currently in default for not having the required  number
of shares available for conversion.

         Listing and  Eligibility  - Our common stock must remain  listed on the
OTCBB or an equivalent exchange, and must remain eligible to file a Form SB-2 or
S-1 Registration Statement.

         Mergers, etc. - We are prohibited from merging or consolidating with or
into another company or transferring all or  substantially  all of our assets to
another company.

         Lock Up Period - We cannot offer convertible  debentures,  warrants and
other equity offerings  similar to the securities sold under the 2002 Securities
Purchase  Agreement to any person without first offering such  securities to the
Investors,  for a period  beginning  on July 12, 2002 and ending on the later of
(i) 270 days from July 12, 2002 and (ii) 180 days from the date the Registration
Statement is declared effective (the "Lock Up Period"). With certain exceptions,
we also  agreed not to conduct  any equity  financings  (including  debt with an
equity  component)  during the period  beginning  on July 12,  2002 and ending 2
years  after  the end of the  Lock-up  Period  unless we give the  investors  an
opportunity to participate in the offering on the same terms and conditions.

         General - We must  remain  in  compliance  with all of our  obligations
under the 2001 Securities Purchase Agreement,  the Letter Agreement and the 2002
Securities  Purchase  Agreement,  and the  convertible  debentures  and warrants
issued under those agreements.


                                       19
<PAGE>

         Security - We granted the investors a first priority  security interest
in  substantially  all of our  assets to secure our  obligations  under the 2001
Securities  Purchase  Agreement,  the Letter  Agreement and the 2002  Securities
Purchase Agreement.

         Pledge and Guaranty - Kenneth W. Brand, our Chief Executive Officer and
Keith Roy Chrismon,  our past  President  and past  Chairman of the Board,  each
pledged the shares of common stock owned by them to the Investors, to ensure our
obligations  under  the  2002  Securities  Purchase  Agreement  and the  related
debentures and warrants.


Warrants

         Amount Sold - As of December  31,  2002,  we have sold  warrants for an
aggregate  of 152,500  shares of common  stock to the  Investors  under the 2001
Securities  Purchase  Agreement,  the Letter  Agreement and the 2002  Securities
Purchase Agreement. No warrants have been sold in 2003.

         Expiration  Date - Warrants to purchase  15,000  shares of common stock
expire May 8, 2004;  warrants to purchase  15,000  shares of common stock expire
July 30,  2004;  warrants to purchase  2,500 shares of common stock expire March
29,  2005;  warrants to purchase  40,000  shares of common stock expire July 12,
2005;  and warrants to purchase  40,000 shares of common stock expire  September
12, 2005: and warrants to purchase 40,000 shares of common stock expire December
31, 2005.

         Exercise Price - The warrants are  exercisable for shares of our common
stock at the exercise price,  which,  for shares sold under the Letter Agreement
and the 2001 Securities  Purchase Agreement is calculated by a formula,  and for
shares sold under the 2002  Securities  Purchase  Agreement  is a fixed price of
$0.20 per share.  The exercise price for shares sold under the Letter  Agreement
and the 2001 Securities Purchase Agreement is $0.05 per share.

         All our  agreements  with  the  Investors  have  been  filed  with  the
Commission as  attachments to various public filings we made with the Commission
and are available  for viewing  without  charge,  at the  Commission's  website,
www.sec.gov.  For information on obtaining copies of these documents, please see
"Other Available Information".


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None,  to date.  Central  Wireless has filed a  definitive  information
statement, which it plans to beginning mainly to shareholders on or about August
20, 2003,  concerning a proposal to increase the authorized  number of shares of
common  stock from  250,000,000  shares to  2,000,000,000  shares.  Holders of a
majority of the shares of outstanding common stock as of the record date, August
13, 2003, have indicated that they will be voting in favor of the proposal.


ITEM 5.  EXHIBITS

         (a) Exhibits

Exhibit No.   Description
-----------   -----------

2.1           Asset  Purchase  Agreement  dated  June  28,  2002 by and  among e
              resources  inc, KRC  Communications,  Inc. and Keith Roy Chrimson.
              (9)

3.1           Articles of Incorporation,  filed with the Utah Secretary of State
              on March 8, 1987. (1)

3.2           Articles of Amendment to the Articles of Incorporation, filed with
              the Utah Secretary of State on February 3, 1995. (1)

3.3           Articles of Amendment to the Articles of Incorporation, filed with
              the Utah Secretary of State on June 9, 1999. (1)

3.4           Articles of Amendment to the Articles of Incorporation, filed with
              the Utah Secretary of State on February 7, 2000. (1)


                                       20
<PAGE>

Exhibit No.   Description
-----------   -----------

3.5           Articles of Amendment to the Articles of Incorporation, filed with
              the Utah Secretary of State on Marcy 24, 2000. (1)

3.6           Articles of Amendment to the Articles of Incorporation, filed with
              the Utah Secretary of State on August 21, 2002. (6)

3.7           First Amended and Restated Bylaws of the Company. (3)

4.1           Securities Purchase Agreement, dated May 8, 2001. (2)

4.2           Form of Secured Convertible Debenture, dated May 8, 2001. (2)

4.3           Form of Stock Purchase Warrant, dated May 8, 2001. (2)

4.4           Registration Rights Agreement, dated May 8, 2001. (2)

4.5           Security Agreement, dated May 8, 2001. (2)

4.6           Guaranty and Pledge Agreement, dated May 8, 2001. (2)

4.7           Form of Secured Convertible Debenture, dated July 30, 2001. (3)

4.8           Form of Stock Purchase Warrant, dated July 30, 2001. (3)

4.9           Letter Agreement, dated March 29, 2002. (3)

4.10          Form of Secured Convertible Debenture, dated March 29, 2002. (3)

4.11          Form of Stock Purchase Warrant, dated March 29, 2002. (3)

4.12          Security Agreement, dated March 29, 2002. (3)

4.13          Securities Purchase Agreement, dated July 12, 2002. (4)

4.14          Form of Secured Convertible Debenture, dated July 12, 2002. (4)

4.15          Form of Stock Purchase Warrant, dated July 12, 2002. (4)

4.16          Registration Rights Agreement, dated July 12, 2002. (4)

4.17          Security Agreement, dated July 12, 2002. (4)

4.18          Form of Guaranty and Pledge Agreement, dated July 12, 2002. (4)

4.19          Letter Agreement, dated November 5, 2002. (5)

99.1          Share Exchange Agreement effective as of February 20, 2003 by and
              among Central Wireless, Inc., Kenneth W. Brand, Robert Sandburg
              and Michael Delin. (7)

31.1          Certification of the Chief Executive Officer and Acting Chief
              Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted
              Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (8)

32.1          Certification of the Chief Executive Officer and Acting Chief
              Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (8)


                                       21
<PAGE>

(1)   Filed with the Commission on June 13, 2001 as an attachment to our
      Registration Statement on Form SB-2 and incorporate by reference.

(2)   Filed with the Commission on May 14, 2001 as an attachment to our Form 8-K
      and incorporated by reference.


(3)   Filed with the Commission on May 8, 2002 as an attachment to our Annual
      Report on Form 10-KSB for the fiscal year ended December 31, 2001, and
      incorporated by reference.

(4)   Filed with the Commission on July 16, 2002 as an attachment to our Form
      8-K and incorporated by reference.


(5)   Filed with the Commission on November 17, 2002, and incorporated by
      reference.

(6)   Filed with the Commission on August 29, 2002 and incorporated by
      reference.


(7)   Filed with the Commission on March 6, 2003 as an attachment to our Form
      8-K and incorporated by reference


(8)   Provided herewith

(9)   Filed with the Commission on July 2, 2002 as an attachment to Form 8-K and
      incorporated by reference.

         (b) Reports on Form 8-K

         On March 6, 2003,  the Company filed a Current  Report on Form 8-K with
respect to Item 2 - Acquisition or Disposition of Assets, Item 6 - Regulation FD
Disclosure and Item 7 - Exhibits.

         On May 28, 2003,  the Company  filed a Current  Report on Form 8-K with
respect to Item 4-Change in Registrant's Certifying Accountant.


                                       22
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: July 14, 2004               CENTRAL WIRELESS, INC.

                                   By: /S/ Kenneth W. Brand
                                       -----------------------------------------
                                       Kenneth W. Brand
                                       Chief Executive Officer and Acting Chief
                                       Financial Officer



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