**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**


(Mark
      One)


x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT
                OF 1934





**For
      the quarterly period ended March 31, 2006**





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                ACT





For
      the
      transition period from ______ to __________





COMMISSION
      FILE NUMBER: 0-2827





**CENTRAL
      WIRELESS, INC.**


(Exact
      name of small business issuer as specified in its charter)





**Utah**
            **87-0476117**(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)**2040
                Bispham Road****Sarasota,
                Florida 34231**(Address
                of principal executive offices)**(941)
                929-1534**(Issuer’s
                telephone number)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15 (d) of the Securities Exchange Act of 1934 during the past twelve 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.


Yes
o  No
x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).




Yes
x No
o




APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS





Check
      whether the registrant filed all documents and reports required to be filed
      by
      Sections 12, 13 or 15(d)of the Exchange Act subsequent to the distribution
      of
      securities under a plan confirmed by a court.  o Yes   o No





APPLICABLE
      ONLY TO CORPORATE ISSUERS:





Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date: **AS
      OF JANUARY 23, 2007, THERE WERE 1,954,192,451 OUTSTANDING SHARES OF THE ISSUER’S
      COMMON STOCK,** **$0.001
      PAR VALUE PER SHARE.**







Transitional
      Small Business Disclosure Format: Yes o No x







**TABLE
      OF CONTENTS**


PART
                I FINANCIAL INFORMATION
              
              1ITEM
                  1. FINANCIAL STATEMENTS
              
              1ITEM
                  2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
                  OPERATION
              
              8ITEM
                  3. CONTROLS AND PROCEDURES.
              
              15PART
                II OTHER INFORMATION
              
              16ITEM
                  1. LEGAL PROCEEDINGS.
              
              16ITEM
                  2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
                  PROCEEDS.
              
              16ITEM
                  3. DEFAULTS UPON SENIOR SECURITIES.
              
              16ITEM
                  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
              
              16ITEM
                  5. OTHER INFORMATION.
              
              16ITEM
                  6. EXHIBITS.
              
              16SIGNATURES
              
              22
  i





**PART
      I**




**FINANCIAL
      INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS**




1





**CENTRAL
      WIRELESS, INC.**


**Balance
      Sheet**


**March 31,
      2006**


**(Unaudited)**





**ASSETS**Current
                assets:Cash
            
            $
            49Total
                current assets
            
            
            49Total
                assets
            
            $
            49**LIABILITIES
                AND SHAREHOLDERS’ DEFICIT**Current
                liabilities:Accounts
                payable and accrued liabilities
            
            $
            3,201Due
                to stockholder
            
            
            115,882Convertible
                debentures
            
            
            1,863,723Total
                current liabilities
            
            
            1,982,806Commitments
                and contingencies
            
            
            —Shareholders’
                deficit:Preferred
                stock, $.001 par value; 10,000,000 shares authorized,
              no
                shares issued an outstanding
            
            
            -Common
                stock, $.0001 par value; 2,000,000,000 shares authorized,
              861,492,452
                shares issued and outstanding at March 31, 2006
            
            
            861,492Additional
                paid-in capital
            
            
            7,899,075Accumulated
                deficit
            
            
            (10,743,324
            )Total
                shareholders’ deficit
            
            
            (1,982,757
            )Total
                liabilities and shareholders’ deficit
            
            $
            49




**The
      Accompanying Notes Are an Integral Part of These Financial
      Statements.**





2




**CENTRAL
      WIRELESS, INC.**


**Statements
      of Operations**


**(Unaudited)**





**For
                the Three Months Ended March 31,****2006**
            
            **2005**Revenues
            
            $
            —
            
            $
            —Cost
                of sales
            
            
            —
            
            
            —Gross
                loss
            
            
            —
            
            
            —Operating
                expensesProfessional
                and consulting
            
            
            15,400
            
            
            —General
                and administrative
            
            
            3,065
            
            
            81,523Total
                operating expenses
            
            
            18,465
            
            
            81,523Loss
                from operations
            
            
            (18,465
            )
            
            (81,523
            )Other
                expenseInterest
                expense
            
            
            (67,363
            )
            
            (305,128
            )Loss
                before income taxes
            
            
            (85,828
            )
            
            (386,651
            )—
            
            
            —Net
                loss
            
            $
            (85,828
            )
            $
            (386,651
            )Basic
                and diluted loss per common share
            
            $
            (0.00
            )
            $
            (0.00
            )Basic
                and diluted weighted average common shares outstanding
            
            
            861,492,452
            
            
            821,492,452




**The
      Accompanying Notes Are an Integral Part of These Financial
      Statements.**





3


**CENTRAL
      WIRELESS, INC.**


**Condensed
      Statement of Stockholder’s Deficit**


**(Unaudited)**





**Common
                Stock**
            
            **Additional
                Paid-In Capital**
            
            **Accumulated
                Deficit**
            
            **Total
                Stockholder’s Deficit****Number
                of Shares**
            
            **Amount**Balance,
                December 31, 2005
            
            
            861,492,452
            
            $
            861,492
            
            $
            7,899,075
            
            $
            (10,657,496
            )
            $
            (1,896,929
            )Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (85,828
            )
            
            (85,828
            )Balance,
                March 31, 2006
            
            
            861,492,452
            
            $
            861,492
            
            $
            7,899,075
            
            $
            (10,743,324
            )
            $
            (1,982,757
            )





**The
      Accompanying Notes Are an Integral Part of These Financial
      Statements.**


4


**CENTRAL
      WIRELESS, INC.**


**Statements
      of Cash Flows**


**(Unaudited)**




**For
                The Three Months Ended**
              **March 31,****2006**
            
            **2005****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                    loss
            
            $
            (85,828
            )
            $
            (386,651
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Stock
                based compensation
            
            
            —
            
            
            —Accretion
                of discount on convertible debentures
            
            
            —
            
            
            250,000Changes
                in operating assets and liabilities:Prepaid
                expenses
            
            
            —
            
            
            (25,765
            )Inventory
            
            
            —
            
            
            —Accounts
                payable and accrued expenses
            
            
            67,441
            
            
            (39,633
            )Net
                cash used in operating activities
            
            
            (18,387
            )
            
            (202,049
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Change
                in due to stockholder
            
            
            18,115
            
            
            (30,140
            )Proceeds
                from issuance of convertible debentures
            
            
            —
            
            
            250,000Net
                cash used in investing activities
            
            
            18,115
            
            
            219,860Net
                increase (decrease) in cash
            
            
            (272
            )
            
            17,811Cash,
                beginning of period
            
            
            321
            
            
            18Cash,
                end of period
            
            $
            49
            
            $
            17,829Supplemental
                disclosure of cash flow information:Cash
                paid for income taxes
            
            $
            —
            
            $
            —Cash
                paid for interest
            
            $
            —
            
            $
            —Schedule
                for non-cash operating, investing and financing
                activities:Conversion
                of debentures to common stock
            
            $
            —
            
            $
            —Accrued
                interest added to principal on convertible debt
            
            $
            —
            
            $
            —





**The
      Accompanying Notes Are an Integral Part of These Financial
      Statements.**





5


**CENTRAL
      WIRELESS, INC.**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**




**NOTE
      1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT
      POLICIES**




Basis
      of
      presentation - The accompanying unaudited condensed financial statements have
      been prepared in accordance with Securities and Exchange Commission (the “SEC”) 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, 2005 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 March 31, 2006 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.




Revenue
      and expense recognition - Revenues from contracts for fixed-price construction
      contracts and/or consulting services, including assistance to clients with
      tower
      site acquisitions, zoning and related processes, are recognized on the
      percentage-of-completion method in accordance with American Institute of
      Certified Public Accountants Statement of Position 81-1 (“SOP 81-1”),
“Accounting for Performance of Construction-Type and Certain Production-Type
      Contracts.” Percentage-of-completion accounting involves calculating the
      percentage of services provided during the reporting period compared to the
      total estimated services to be provided over the duration of the contract.
      This
      method is followed where reasonably dependable estimates of revenues and costs
      applicable to various elements of a contract can be made. Estimates of total
      contract revenues and costs are continuously monitored during the term of the
      contract, and recorded revenues and costs are subject to revision as the
      contract progresses. Such revisions may result in increases or decreases to
      revenues and income and are reflected in the consolidated financial statements
      in the period in which they are first identified. Estimated revenues for
      applying the percentage-of-completion method include estimated incentives for
      which achievement of defined goals is deemed probable.




Revenues
      are earned in accordance with SEC Staff Accounting Bulletin No. 101 (“SAB 101”),
“Revenue Recognition in Financial Statements,” as amended by SAB 104, “Revenue
      Recognition.” The Company considers amounts to be earned once evidence of an
      arrangement has been obtained, services are delivered, fees are fixed or
      determinable, and collectibility is reasonably assured.




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 SFAS No.
      123,
“Accounting for Stock-Based Compensation”. SFAS No 123 requires the recognition
      of compensation cost using a fair value based method whereby compensation cost
      is measured at the grant date based on the value of the award and is recognized
      over the service period, which is usually the vesting period. The Company uses
      the Black-Scholes pricing model to calculate the fair value of options and
      warrants issued to non-employees. Stock issued for compensation is valued using
      the market price of the stock on the date of the related agreement.




6




The
      Company granted no warrants or options to employees for compensation for the
      three months ended March 31, 2006.




**NOTE
      2. INVENTORY**




Inventory
      - Inventory is stated at the lower of cost or market. Cost is principally
      determined by using the average cost method. Inventory consists of disassembled
      steel towers held for future construction and sale or lease.




The
      Company’s management monitors the inventory for excess and obsolete items and
      makes necessary valuation adjustments when required. The Company has recorded
      a
      market valuation adjustment of $127,750 against its inventory of March 31,
      2006.




**NOTE
      3. CONVERTIBLE DEBENTURES**




During
      January 2005, the Company issued convertible debentures totaling $250,000
      payable to stockholders, collateralized by the Company’s assets, with interest
      payable quarterly at a rate of 8%, increasing to 15% on default, maturing
      January 2007. The debenture is convertible at the lesser of $0.005 or 50% of
      the
      lowest three bid prices over the twenty trading days prior to conversions.
      The
      debenture has 750,000 attached warrants to purchase the Company’s common stock
      at $0.005 per share which vest immediately and expire January 2010. As of March
      31, 2006, the Company is in default on all the convertible debentures, including
      the January 2005 debenture. Accordingly, the Company fully accreted the
      estimated value of the conversion feature and warrants related to the new
      debenture as interest expense totaling $250,000.




**NOTE
      4. RELATED PARTY TRANSACTIONS**




Due
      to
      stockholder - Due to stockholder totaling $115,882 consists of accrued
      compensation and unreimbursed expense to the Company’s CEO and
      stockholder.




**NOTE
      5. GOING CONCERN**




The
      Company incurred a net loss from operations of approximately $86,000 for the
      three months ended March 31, 2006. The Company’s current liabilities exceed its
      current assets by approximately $1,983,000. The Company is currently in default
      on all convertible debentures as of March 31, 2006. Additionally, the Company
      will no longer receive revenue from contracts or services from its sole
      customer, Alliance Towers, Inc. These factors create substantial doubt about
      the
      Company’s ability to continue as a going concern. The Company is actively
      seeking a merger with an existing operating company in order to continue as
      a
      going concern.




The
      ability of the Company to continue as a going concern is dependent on additional
      sources of capital and the success of the Company’s plan. The financial
      statements do not include any adjustments that might be necessary if the Company
      is unable to continue as a going concern.




**NOTE
      6. SUBSEQUENT EVENTS**




On
      May
      18, 2006, the Company issued 1,092,700,000 shares of common stock.  The
      Company issued 804,700,000 to Kenneth Brand, our CEO, and 288,000,000 to Steve
      Troyan, in exchange for accrued and unpaid compensation and repayment of debt
      owed by the Company. The stock was priced at its fair market value, or $0.0001
      per share.




7




**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**




**Forward-Looking
      Statements**




This
      Report contains forward-looking statements. Such forward-looking statements
      include statements regarding, among other things, (a) Central Wireless’
projected sales and profitability, (b) Central Wireless’ growth strategies, (c)
      anticipated trends in Central Wireless’ industry, (d) Central Wireless’ future
      financing plans, (e) Central Wireless’ anticipated needs for working capital,
      (f) Central Wireless’ lack of operational experience, and (g) the benefits
      related to ownership of Central Wireless’ common stock. Forward-looking
      statements, which involve assumptions and describe Central Wireless’ future
      plans, strategies, and expectations, are generally identifiable by use of the
      words “may,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,”
or “project” or the negative of these words or other variations on these words
      or comparable terminology. This information may involve known and unknown risks,
      uncertainties, and other factors that may cause Central Wireless’ actual
      results, performance, or achievements to be materially different from the future
      results, performance, or achievements expressed or implied by any
      forward-looking statements. These statements may be found under “Management’s
      Discussion and Analysis Or Plan of Operations” as well as in this Report
      generally. Actual events or results may differ materially from those discussed
      in forward-looking statements as a result of various factors, including, without
      limitation the matters described in this Report generally. In light of these
      risks and uncertainties, there can be no assurance that the forward-looking
      statements contained in this Report will in fact occur as projected. Readers
      are
      further cautioned not to place undue reliance on such forward-looking statements
      as they speak only of Central Wireless’ views as of the date the statement was
      made. Central Wireless, Inc. undertakes no obligation to publicly update or
      revise any forward-looking statements, whether as a result of new information,
      future events, or otherwise.




**Business
      Development And History**




Central
      Wireless, Inc. (“Central Wireless” or the “Company”) 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
      installation. We provide various consulting services to our customers, including
      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.




Central
      Wireless (formerly e resources inc, Dryden Industries, Inc., Dry Dairy
      International, Inc., and Wonder Capital, Inc.), was incorporated under the
      laws
      of the state of Utah on March 6, 1987. Our company was originally formed as
      an
      acquisition vehicle to acquire privately held business entities and aggregate
      them in order to maximize the value of their combined equity.




Our
      company engaged in a public offering of its securities and on February 11,
      1988,
      we closed our initial public offering having sold 1,990,000 units at the
      offering price of $0.10 per unit. We subsequently attempted to conduct various
      businesses, but were unsuccessful in our efforts.




On
      February 20, 2003, Central Wireless entered into a share exchange agreement
      to
      exchange 100,000,000 shares of Central Wireless stock for 100,000,000 shares
      of
      Alliance Towers, Inc. from the personal holdings of Robert Sandburg, Kenneth
      W.
      Brand and Michael S. Delin. The exchange was considered in the best interest
      of
      the Company. The acquired shares of Alliance Towers, Inc. were acquired for
      possible investment purposes in the future and to align Central Wireless with
      Alliance Towers. Additionally, Central Wireless and Alliance Towers, Inc.
      entered into a Letter of Agreement, dated April 11, 2003, to perform design
      and
      construction services for Alliance Towers, Inc. **** Pursuant
      to the agreement, 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.




8




During
      2003, we have performed site acquisition work and construction management for
      three towers facilities, all for Alliance Towers. In 2004, we completed site
      acquisition and construction services on a fourth site for Alliance
      Towers.




On
      October 14, 2003, we entered into an agreement with Diversified Management,
      L.L.C. to purchase materials to build eight telecommunications towers in
      Georgia. We issued 400,000,000 shares of common stock in exchange for these
      materials. Central Wireless has constructed and sold materials for four of
      these
      towers to Alliance Towers. Central Wireless does not have plans to use the
      remaining materials at any specific locations. In 2006, we disposed of our
      interest in Diversified Management, LLC.




In
      June
      2005, the Company disposed of its investment in Alliance Towers. Alliance Towers
      was the Company’s main client, and this resulted in the loss of the Company’s
      client and it becoming non-operational.




The
      Company has been attempting to enter into a merger transaction or to acquire
      existing operating company. The market for such merger and acquisitions is
      highly competitive. As of the date of the filing of this report, Central
      Wireless has entered negotiations with an existing operating company to transact
      a share exchange transaction or a merger.




**Employees**




As
      of
      March 31, 2006, we employed one full-time employee, Kenneth W. Brand, our Chief
      Executive Office and Acting Principal Financial Officer. We consider our
      relations with our employee to be good.




**CRITICAL
      ACCOUNTING POLICIES AND ESTIMATES**




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make a wide
      variety of estimates and assumptions that affect (i) the reported amounts of
      assets and liabilities and disclosure of contingent assets and liabilities
      as of
      the date of the financial statements, and (ii) the reported amounts of revenues
      and expenses during the reporting periods covered by the financial statements.
      Our management routinely makes judgments and estimates about the effect of
      matters that are inherently uncertain. As the number of variables and
      assumptions affecting the future resolution of the uncertainties increases,
      these judgments become even more subjective and complex. We have identified
      certain accounting policies that are most important to the portrayal of our
      current financial condition and results of operations. Our significant
      accounting policies are disclosed in Note 1 of the Notes to the accompanying
      financial statements.




**New
      Accounting Pronouncements**




During
      the period ended March 31, 2006, the Company adopted the following accounting
      pronouncements which had no impact on the financial statements or results of
      operations:




·
            SFAS
                No. 150, Accounting for certain Financial Instruments with Characteristics
                of both Liabilities and Equity.




·
            SFAS
                No. 151, Inventory Costs




·
            SFAS
                No. 152, Accounting for Real Estate




·
            SFAS
                No. 153, Exchange of Non-monetary Assets




·
            SFAS
                No. 154, Accounting Changes and Error Correction




·
            SFAS
                No. 123(R), Share Based Payments




9




**Plan
      of Operations**




The
      following information should be read in conjunction with the condensed
      consolidated financial statements of the Company and the notes thereto appearing
      elsewhere in this filing.




With
      the
      exception of accounting and other professional and administrative expenses,
      the
      Company did not have any operations for the three months ended March 30, 2006.
      Central Wireless continues to seek a merger or acquisition of an existing
      operating company. The market for such merger and acquisitions is highly
      competitive and as of March 30, 2006, Central Wireless has not yet found a
      company to undertake such merger or acquisitions. As of the date of the filing
      of this report, Central Wireless has entered negotiations with an existing
      operating company to transact a share exchange transaction or a merger, but
      it
      has not yet entered into definitive agreements with this company.




**Results
      Of Operations**




**For
      The Three Months Ended March 31, 2006, Compared To The Three Months Ended March
      31, 2005**




***Revenues*** **.** Revenues
      for the three months ended March 31, 2006 were $0 compared to $0 for the three
      months ended March 31, 2005. The Company had no revenues attributable to
      construction supervision of tower construction.




***Cost
      Of Revenues*** **.** There
      was no cost of revenues for the three months ended March 31, 2006 or for the
      same quarter in 2005.




***Gross
      Loss*** **.** There
      was a $0 gross profit in the first three months of 2006 and 2005 as there were
      no revenue producing activities.




***Operating
      Expenses*** **.** Operating expenses for the three months ended March 31, 2006 were $18,465 as
      compared to $81,523, for the three months ended March 31, 2005. The $63,058
      decrease or 77.3% in operating expenses in 2006 was primarily attributable
      to
      termination of our operations. During the first quarter of 2006, the operating
      expenses consisted of $3,065 in other general and administrative expenses as
      compared to $81,523 in 2005, a decrease of $78,458 or 96.2%. There were $15,400
      in consulting expenses in this quarter compared to $0 for the three months
      ended
      March 31, 2005, which is an increase of $15,400 or 100%




***Interest
      Expense*** **.** Other
      expenses for the three months ended March 31, 2006 was $67,363, compared to
      $305,128 for the three months ended March 31, 2005, which is a decrease of
      $237,765 or 77.9%. The total of $67,363 was interest expense owed on the
      outstanding convertible debentures. The increased interest expense was due
      to a
      higher amount of convertible debentures and interest being calculated using
      the
      default interest rate on the total debentures.




**Liquidity
      And Capital Requirements**




Central
      Wireless had a net working capital deficit on March 31, 2006 of $1,982,757
      compared to $1,533,085 in same period 2005, an increase of $449,672 or 29.3%.
      Current assets as of March 31, 2006 consisted of cash equaling $49. Current
      liabilities consisted of $3,201 of accounts payable and accrued liabilities,
      $115,882 due to stockholder and $1,863,723 as the current portion of convertible
      debentures.




Based
      on
      our current budget assessment, we believe that we will need to obtain
      approximately $1,000,000 in additional debt or equity capital from one or more
      sources to fund operations for the next 12 months. These funds are expected
      to
      be obtained from the sale of securities. However, no assurances can be given
      that Central Wireless will be successful in such activities. Should it not
      be,
      the accompanying financial statements will be materially affected and our
      ability to continue as a going concern could be severely hampered. We have
      relied on advances from Central Wireless’ CEO to pay our expenses.




10




**Cash
      Flow From Operating Activities**




Net
      cash
      used by Operating Activities for the three months ended March 31, 2006 was
      $18,387 compared to net cash used for the three months ended March 31, 2005
      of $202,049, a decrease of $183,662 or 90.9%.




**Cash
      Flow From Financing Activities**




Cash
      flows from financing activities for the three months ended March 31, 2006
      and 2005 were $18,115 and $219,860, respectively, a decrease of $201,745 or
      91.8%. Cash provided for the three months ended March 31, 2006 was
      predominantly from the issuance of convertible debentures with the funds being
      used for the operation of the business.




Central
      Wireless entered into a Securities Purchase Agreement on January 31, 2005 with
      AJW Partners and New Millennium, which have previously purchased debentures
      from
      Central Wireless. Pursuant to the terms of the Securities Purchase Agreement,
      these entities have purchased a total of $250,000 of 12% convertible debentures
      from Central Wireless and warrants to purchase 750,000 shares of Central
      Wireless’ common stock. The convertible debentures have a two-year term and the
      warrants would have to be exercised within five years from 21 the date of
      issuance at an exercise price of $0.01. The debentures are convertible at the
      lesser of (i) $0.005 and (ii) 50% of the average of the three (3) lowest
      intra-day trading prices during the 20 trading day period ending one trading
      day
      prior to the date a conversion notice is sent by the holder.




The
      prior
      outstanding debentures of Central Wireless 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 Over-the-Counter Bulletin Board (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 $0.005. As of March
      17,
      2005, all outstanding debentures are in default. As a result of the related
      security agreements, the holders of the debentures could foreclose on all of
      Central Wireless’ assets and force us out of business.




Central
      Wireless entered into an Equity Line of Credit Agreement on October 24, 2003
      with AJW Partners, AJW Qualified, AJW Offshore, New Millennium and Equilibrium
      (the “Investors”). Under the Equity Line of Credit Agreement, the Investors
      shall purchase up to $5,000,000 of Central Wireless’ common stock during 36
      month commitment period. Central Wireless did not complete the related
      registration statement in the time frame as stated in the agreement.
      Accordingly, the agreement became invalid in 2004.




There
      is
      no guaranty that Central Wireless will be able to obtain additional financing
      from other sources on acceptable terms.




Central
      Wireless has incurred significant operating losses since inception. Also,
      Central Wireless has limited financial resources and is in default on its notes
      payable to shareholders. These factors raise substantial doubt about Central
      Wireless’ 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.




To
      continue operations for the next 12 months, Central Wireless needs to obtain
      $1,000,000, for working capital. It is unlikely that revenues generated by
      Central Wireless will be sufficient to generate these funds and, therefore,
      Central Wireless will require outside financing. Central Wireless intends to
      obtain some of this funding from outside equity or debt funding and some from
      company-generated revenue. There is a substantial likelihood that Central
      Wireless could fail to meet both its long-term and short-term capital
      requirements over the next 12 months.




Central
      Wireless did not have any operations for the three months ended March 30, 2006,
      except for accounting and other professional and administrative expenses.
      Central Wireless continues to seek a merger or acquisition of an existing
      operating company. As of the date of the filing of this report, Central Wireless
      has entered negotiations with an existing operating company to transact a share
      exchange transaction or a merger, but it has not yet entered into definitive
      agreements with this company.




11




**Default
      Upon Senior Securities**




As
      of
      March 31, 2006, Central Wireless has convertible debentures in the amount
      of $1,863,723, plus accrued and unpaid interest was due, and Central Wireless
      was in default on payment of $1,863,723 of these debentures. Because we are
      in
      default under the debenture agreements and other conditions exist as defined
      in
      the agreements, 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. The Investors (defined below) have not given notice to us of
      collection proceedings or other actions they intend to take with respect to
      the
      unpaid amounts.




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 debentures. The Investors have not given us
      notice that they intend to take action under the security agreements; 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.




Our
      lenders are comprised of a group of four accredited investors who as of
      March 31, 2006, have purchased an aggregate of $2,075,000 in secured
      convertible debentures and warrants from Central Wireless under the 2001
      Securities Purchase Agreement, the Letter Agreement, the 2002 Securities
      Purchase Agreement, August 2003 Securities Purchase Agreements, December 2003
      Securities Purchase Agreement, April 2004 Securities Purchase Agreement, and
      the
      January 2005 Securities Purchase Agreement. All of the proceeds received from
      these persons 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,
      August 2003 Securities Purchase Agreements, December 2003 Securities Purchase
      Agreement, April 2004 Securities Purchase Agreements, January 2005 Securities
      Purchase Agreement and the related investment documents. The principal terms
      of
      our agreements with the Investors include the following:




**Secured
      Convertible Debentures**




The
      material terms of our Secured Convertible Debentures are noted below. The
      conditions, limitations and covenants described below remain in effect only
      while the debentures are outstanding.




**-** ***Amount
      Sold*** **-** As of
      March 31, 2006, we have sold an aggregate of $2,075,000 in secured convertible
      debentures to the Investors under the 2001 Securities Purchase Agreement, the
      Letter Agreement, the 2002 Securities Purchase Agreement, August 2003 Securities
      Purchase Agreements, December 2003 Securities Purchase Agreement, and April
      2004
      Securities Purchase Agreement and the January 2005 Securities Purchase
      Agreement.




**-** ***Interest
      Rate And Maturity*** **-** The
      interest rate on the debentures is 12%, or 15% if the debentures are in default.
      Outstanding principal as of December 31, 2004, which is currently in default,
      $14,315 due August 2002, $20,481 due April 2003, $8,000 due July 2003, $160,000
      due September 2003, $200,000 due December 2003, $200,000 due August 2005,
      $125,000 due December 2005, $250,000 due May 2006, and $250,000 due January
      31,
      2007.




12




***-
      Default -*** As
      of
      March 31, 2006, debentures totaling $1,863,723 are currently in default. 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 $0.005.




***-
      Anti-Dilution Provisions -*** If
      we
      sell shares of common stock for 24 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 the 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.




***-
      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,
      and 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 agreements and other conditions exist as defined in the
      agreements, 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** -
      We must
      reserve 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, and file a registration statement covering this number of shares.
      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 SEC does not declare the registration statement effective within 45 or
      90
      days of the date of the debentures and warrants were issued. Central Wireless
      filed a registration statement on Form SB-2 on December 31, 2003. This
      registration statement has not been declared effective by the SEC. As of
      March 31, 2006, we did not receive a default notice from the Investors in
      connection with the registration statement.




13




***-
      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 with the
      SEC.




***-
      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, without
      approval from the Investors.




***-
      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 two 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, the 2002 Securities Purchase
      Agreement, the August 2003 Securities Purchase Agreement, the December 2003
      Securities Purchase Agreement, the April 2004 Securities Purchase Agreement,
      and
      the January 31, 2005 Securities Purchase Agreement and the convertible
      debentures and warrants issued under those agreements.




***-
      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, the 2002 Securities Purchase Agreement, the
      August 2003 Securities Purchase Agreement, the December 2003 Securities Purchase
      Agreement, the April 2004 Securities Purchase Agreement, and the January 31,
      2005 Securities Purchase Agreement.




***-
      Pledge And Guaranty -*** Kenneth
      W. Brand, our Chief Executive Officer, and Keith Roy Chrismon, our former
      President and 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**




As
      of
      March 31, 2006, we have sold warrants to purchase an aggregate of 3,077,500
      shares of common stock to the Investors under the 2001 Securities Purchase
      Agreement, the Letter Agreement, the 2002 Securities Purchase Agreement, the
      August 2003 Securities Purchase Agreement, the December 2003 Securities Purchase
      Agreement, the April 2004 Securities Purchase Agreement, and the January 31,
      2005 Securities Purchase Agreement. 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.
      The exercise price for the warrants issued under the August 2003 Securities
      Purchase Agreement, the December 2003 Securities Purchase Agreement, the April
      2004 Securities Purchase Agreement, and the January 31, 2005 Securities Purchase
      Agreement is $0.01.




Warrants
      to purchase 15,000 shares of common stock expired May 8, 2004; warrants to
      purchase 15,000 shares of common stock expired July 30, 2004; warrants to
      purchase 2,500 shares of common stock expired March 29, 2005; warrants to
      purchase 40,000 shares of common stock expire July 12, 2005; warrants to
      purchase 40,000 shares of common stock expire September 12, 2005; warrants
      to
      purchase 40,000 shares of common stock expire December 31, 2005; warrants to
      purchase 800,000 shares of common stock expire August 19, 2008; warrants to
      purchase 625,000 shares of stock expire on December 15, 2008; warrants to
      purchase 750,000 shares of common stock expire on April 30, 2009, and warrants
      to purchase 750,000 shares of common stock expire on January 31,
      2010. ******




14






**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 Chief
      Executive Officer/Acting Principal Financial Officer (which is 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 produce a reasonable level of assurance of achieving the Company's
      disclosure control objectives. The Company's Chief Executive Officer/Acting
      Principal Financial Officer (one person) have concluded that the Company's
      disclosure controls and procedures were, in fact, adequate and effective to
      ensure that material information relating to the Company that is required to
      be
      disclosed by the Company in reports that it files or submits under the
      Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
      and reported within the time periods specified in rules of the U. S. Securities
      and Exchange Commission (the “SEC”) and accumulated and communicated to the
      Company's management, including its Chief Executive Officer/Acting Principal
      Financial Officer (one person), to allow timely decisions regarding required
      disclosure.




**(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 Chief Executive Officer/Acting
      Principal Financial Officer (one person) 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.





15


**PART
      II**




**OTHER
      INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS.**




None.




**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS.**




None.




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES.**




As
      of
      March 31, 2006, Central Wireless has convertible debentures in the amount
      of $1,863,723, plus accrued and unpaid interest was due, and Central Wireless
      was in default on payment of $1,863,723 of these debentures. Because we are
      in
      default under the debenture agreements and other conditions exist as defined
      in
      the agreements, 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. The Investors have not given notice to us of collection proceedings
      or other actions they intend to take with respect to the unpaid
      amounts.




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 debentures. The Investors have not given us
      notice that they intend to take action under the security agreements; 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.




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




None.




**ITEM
      5. OTHER INFORMATION.**




None.




**ITEM
      6. EXHIBITS.**




**(A)
      EXHIBITS:**




**EXHIBIT
                NO.**
            
            **DESCRIPTION**
            
            **LOCATION**2.1
            
            Asset
                Purchase Agreement dated June 28, 2002 by and among e resources inc,
                KRC
                Communications, Inc. and Keith Roy Chrimson
            
            Incorporated
                by reference as Exhibit 2.1 to Form 8-K filed on July 12,
                2002.




16


**EXHIBIT
                  NO.**
              
              **DESCRIPTION**
              
              **LOCATION**


3.1
            
            Articles
                of Incorporation, filed with the Utah Secretary of State on March
                8,
                1987
            
            Incorporated
                by reference as Exhibit 3.1 to Form SB-2 filed on June 13,
                2001.3.2
            
            Articles
                of Amendment to the Articles of Incorporation, filed with the Utah
                Secretary of State on February 3, 1995
            
            Incorporated
                by reference as Exhibit 3.2 to Form SB-2 filed on June 13,
                2001.3.3
            
            Articles
                of Amendment to the Articles of Incorporation, filed with the Utah
                Secretary of State on June 9, 1999
            
            Incorporated
                by reference as Exhibit 3.3 to Form SB-2 filed on June 13,
                2001.3.4
            
            Articles
                of Amendment to the Articles of Incorporation, filed with the Utah
                Secretary of State on February 7, 2000
            
            Incorporated
                by reference as Exhibit 3.4 to Form SB-2 filed on June 13,
                2001.3.5
            
            Articles
                of Amendment to the Articles of Incorporation, filed with the Utah
                Secretary of State on March 24, 2000
            
            Incorporated
                by reference as Exhibit 3.5 to Form SB-2 filed on June 13,
                2001.3.6
            
            Articles
                of Amendment to the Articles of Incorporation, filed with the Utah
                Secretary of State on August 21, 2002
            
            Incorporated
                by reference as Exhibit 3.6 to Form SB-2 filed on August 29,
                2003.3.7
            
            First
                Amended and Restated Bylaws of Central Wireless
            
            Incorporated
                by reference as Exhibit 3.7 to Form 10-KSB filed on May 8,
                2002.3.8
            
            Articles
                of Amendment to the Articles of Incorporation, filed with the Utah
                Secretary of State in October, 2003
            
            Incorporated
                by reference as Exhibit 3.8 to Form 10-QSB filed on November 18,
                2003.10.1
            
            Securities
                Purchase Agreement, dated August 19, 2003 by and among the Company,
                AJW
                Offshore, Ltd., and AJW Qualified Partners, LLC
            
            Incorporated
                by reference as Exhibit 10.20 to Form 10-QSB filed on November 18,
                2003.10.2
            
            Form
                of Secured Convertible Debenture, dated August 19, 2003
            
            Incorporated
                by reference as Exhibit 10.21 to Form 10-QSB filed on November 18,
                2003.




17


**EXHIBIT
                  NO.**
              
              **DESCRIPTION**
              
              **LOCATION**


10.3
            
            Form
                of Stock Purchase Warrant, dated August 19, 2003
            
            Incorporated
                by reference as Exhibit 10.22 to Form 10-QSB filed on November 18,
                2003.10.4
            
            Registration
                Rights Agreement, dated August 19, 2003 by and among the Company,
                AJW
                Offshore, Ltd., and AJW Qualified Partners, LLC
            
            Incorporated
                by reference as Exhibit 10.23 to Form 10-QSB filed on November 18,
                2003.10.5
            
            Security
                Agreement, dated August 19, 2003 by and among the Company, AJW Offshore,
                Ltd., and AJW Qualified Partners, LLC
            
            Incorporated
                by reference as Exhibit 10.24 to Form 10-QSB filed on November 18,
                2003.10.6
            
            Intellectual
                Property Security Agreement, dated August 19, 2003 by and among the
                Company, AJW Offshore, Ltd., and AJW Qualified Partners,
                LLC
            
            Incorporated
                by reference as Exhibit 10.25 to Form 10-QSB filed on November 18,
                2003.10.7
            
            Registration
                Rights Agreement, dated October 24, 2003 by and among the Company,
                AJW
                Partners, LLC, AJW Offshore, Ltd., and AJW Qualified Partners, LLC,
                New
                Millennium Capital Partners II, LLC and Equilibrium Equity,
                LLC
            
            Incorporated
                by reference as Exhibit 10.26 to Form 10-QSB filed on November 18,
                2003.10.8
            
            Private
                Equity Line Funds Escrow Agreement, dated October 24, 2003 by and
                among
                the Company, AJW Partners, LLC, AJW Offshore, Ltd., and AJW Qualified
                Partners, LLC, New Millennium Capital Partners II, LLC and Equilibrium
                Equity, LLC and Naccarato & Associates
            
            Incorporated
                by reference as Exhibit 10.27 to Form 10-QSB filed on November 18,
                2003.10.9
            
            Private
                Equity Line of Credit Agreement, dated October 24, 2003 by and among
                the
                Company, AJW Partners, LLC, AJW Offshore, Ltd., and AJW Qualified
                Partners, LLC, New Millennium Capital Partners II, LLC and Equilibrium
                Equity, LLC
            
            Incorporated
                by reference as Exhibit 10.28 to Form 10-QSB filed on November 18,
                2003.




18


**EXHIBIT
                  NO.**
              
              **DESCRIPTION**
              
              **LOCATION**


10.10
            
            Securities
                Purchase Agreement, dated December 15, 2003 by and among the Company,
                AJW
                Partners, LLC, and New Millennium Capital Partners II, LLC
            
            Incorporated
                by reference as Exhibit 10.29 to Form SB-2 filed on December 31,
                2003.10.11
            
            Form
                of Secured Convertible Debenture, dated December 15, 2003
            
            Incorporated
                by reference as Exhibit 10.30 to Form SB-2 filed on December 31,
                2003.10.12
            
            Form
                of Stock Purchase Warrant, dated December 15, 2003
            
            Incorporated
                by reference as Exhibit 10.31 to Form SB-2 filed on December 31,
                2003.10.13
            
            Registration
                Rights Agreement, dated December 15, 2003 by and among the Company,
                AJW
                Partners, LLC, and New Millennium Capital Partners II, LLC
            
            Incorporated
                by reference as Exhibit 10.32 to Form SB-2 filed on December 31,
                2003.10.14
            
            Security
                Agreement, dated December 15, 2003 by and among the Company, AJW
                Partners,
                LLC, and New Millennium Capital Partners II, LLC
            
            Incorporated
                by reference as Exhibit 10.33 to Form SB-2 filed on December 31,
                2003.10.15
            
            Intellectual
                Property Security Agreement, dated December 15, 2003 by and among
                the
                Company, AJW Partners, LLC, and New Millennium Capital Partners II,
                LLC
            
            Incorporated
                by reference as Exhibit 10.34 to Form SB-2 filed on December 31,
                2003.10.16
            
            Securities
                Purchase Agreement, April 30, 2004 by and among the Company, AJW
                Offshore,
                Ltd., and AJW Qualified Partners, LLC
            
            Incorporated
                by reference as Exhibit 10.35 to Form 10-QSB filed on May 17,
                2004.10.17
            
            Form
                of Secured Convertible Debenture, April 30, 2004
            
            Incorporated
                by reference as Exhibit 10.36 to Form 10-QSB filed on May 17,
                2004.10.18
            
            Form
                of Stock Purchase Warrant, April 30, 2004
            
            Incorporated
                by reference as Exhibit 10.37 to Form 10-QSB filed on May 17,
                2004.




19


**EXHIBIT
                  NO.**
              
              **DESCRIPTION**
              
              **LOCATION**


10.19
            
            Registration
                Rights Agreement, April 30, 2004 by and among the Company, AJW Offshore,
                Ltd., and AJW Qualified Partners, LLC
            
            Incorporated
                by reference as Exhibit 10.38 to Form 10-QSB filed on May 17,
                2004.10.20
            
            Security
                Agreement, April 30, 2004 by and among the Company, AJW Offshore,
                Ltd.,
                and AJW Qualified Partners, LLC
            
            Incorporated
                by reference as Exhibit 10.39 to Form 10-QSB filed on May 17,
                2004.10.21
            
            Intellectual
                Property Security Agreement, April 30, 2004 by and among the Company,
                AJW
                Offshore, Ltd., and AJW Qualified Partners, LLC
            
            Incorporated
                by reference as Exhibit 10.40 to Form 10-QSB filed on May 17,
                2004.10.22
            
            Securities
                Purchase Agreement, dated January 31, 2005 by and among the Company,
                AJW
                Offshore, Ltd., and AJW Qualified Partners, LLC, and New Millennium
                Capital Partners II, LLC
            
            Incorporated
                by reference as Exhibit 10.41 to Form 8-K filed on February 24,
                2005.10.23
            
            Form
                of Callable Secured Convertible Debenture, dated January 31,
                2005
            
            Incorporated
                by reference as Exhibit 10.42 to Form 8-K filed on February 24,
                2005.10.24
            
            Form
                of Warrant, dated January 31, 2005
            
            Incorporated
                by reference as Exhibit 10.43 to Form 8-K filed on February 24,
                2005.10.25
            
            Registration
                Rights Agreement, dated January 31, 2005 by and among the Company,
                AJW
                Partners, LLC, AJW Offshore, Ltd., and AJW Qualified Partners, LLC,
                and
                New Millennium Capital Partners II, LLC
            
            Incorporated
                by reference as Exhibit 10.44 to Form 8-K filed on February 24,
                2005.10.26
            
            Security
                Agreement, dated January 31, 2005 by and among the Company, AJW Partners,
                LLC, AJW Offshore, Ltd., and AJW Qualified Partners, LLC, and New
                Millennium Capital Partners II, LLC
            
            Incorporated
                by reference as Exhibit 10.45 to Form 8-K filed on February 24,
                2005.10.27
            
            Intellectual
                Property Security Agreement, dated January 31, 2005 by and among
                the
                Company, AJW Partners, LLC, AJW Offshore, Ltd., and AJW Qualified
                Partners, LLC, and New Millennium Capital Partners II, LLC
            
            Incorporated
                by reference as Exhibit 10.46 to Form 8-K filed on February 24,
                2005.




20


**EXHIBIT
                  NO.**
              
              **DESCRIPTION**
              
              **LOCATION**


10.28
            
            Asset
                Purchase Agreement dated October 14, 2003 between Central Wireless
                and
                Diversified Management, L.L.C.
            
            Incorporated
                by reference as Exhibit 10.47 to Form 10-QSB filed on November 18,
                2003.10.29
            
            Letter
                of Agreement between Central Wireless, Inc. and Alliance Towers,
                Inc.
            
            Incorporated
                by reference as Exhibit 10.48 to Form 10-QSB filed on May 17,
                2004.10.30
            
            Share
                Exchange Agreement effective as of February 20, 2003 by and among
                Central
                Wireless, Inc., Kenneth W. Brand, Robert Sandburg and Michael
                Delin
            
            Incorporated
                by reference as Exhibit 10.49 to Form 8-K filed on March 6,
                2003.14.1
            
            Code
                of Ethics
            
            Incorporated
                by reference as Exhibit 14.1 to Form 10-QSB filed on May 17,
                2004.31.1
            
            Certification
                by Chief Executive Officer/Acting Principal Financial Officer pursuant
                to
                15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002
            
            Provided
                herewith.32.1
            
            Certification
                by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
            
            Provided
                herewith.32.2
            
            Certification
                by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
            
            Provided
                herewith.





21




**SIGNATURES** ****




In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.


Date:
                January 23, 2007
            By:
            /s/ *Kenneth
              W. Brand*Name:
                Kenneth W. Brand
              Title:  
                Chief Executive Officer and Acting Principal
              Financial
                Officer




22