<PAGE>

   As Filed with the Securities and Exchange Commission on November 14, 2002
================================================================================

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

                                   FORM 10-QSB
                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE PERIOD ENDED SEPTEMBER 30, 2002

                          COMMISSION FILE NO. 033-14065

                             _______________________

                              CENTRAL WIRELESS INC.
                 (Name of Small Business Issuer in Its Charter)

           UTAH                                                 87-0476117
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

                          4333 S. TAMINI TRAIL, SUITE E
                             SARASOTA, FLORIDA 34231
                    (Address of Principal Executive Offices)

                                 (941) 929-1534
                           (Issuer's Telephone Number)

                                 (941) 929-1476
                           (Issuer's Facsimile Number)

Indicate by check mark whether the registrant (1) 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.

                              Yes [X]    No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock at the latest practicable date.

As of November 14, 2002, the registrant had 7,034,054 shares of common stock,
$.001 par value, issued and outstanding.

Transitional small business disclosure format (check one): Yes [ ]   No [X]

================================================================================



<PAGE>

                     CENTRAL WIRELESS INC. AND SUBSIDIARIES
                          (formerly e resources, Inc.)


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS.
                                                                      Page No.
                                                                      --------

   Balance Sheet                                                        F-3
   Statements of Operations                                             F-4
   Statements of Cash Flows                                             F-5
   Notes to Financial Statements                                        F-6



<PAGE>
                     CENTRAL WIRELESS INC. AND SUBSIDIARIES
                          (formerly e resources, Inc.)

<TABLE>

                                  CONSOLIDATED BALANCE SHEET

                                      SEPTEMBER 30, 2002
                                          (Unaudited)
<CAPTION>
<S>                                                                              <C>
                                            ASSETS
                                            ------

CURRENT ASSETS:
   Cash                                                                          $    41,950
   Prepaid expenses                                                                    4,400
                                                                                 ------------
                  Total current assets                                                46,350

OTHER ASSETS                                                                          90,038
                                                                                 ------------
                  Total assets                                                   $   136,388
                                                                                 ============

                            LIABILITIES AND STOCKHOLDERS' DEFICIT
                            -------------------------------------

CURRENT LIABILITIES:
   Accounts payable                                                              $   101,808
   Other accrued liabilities                                                         176,951
   Notes payable to stockholders, net of discount of $381,784                        613,516
                                                                                 ------------
                  Total current liabilities                                          892,275

STOCKHOLDERS' DEFICIT:
   Preferred stock, $.01 par value, 10,000,000 shares outstanding, none issued            --
   Common stock, $.001 par value, 250,000,000 shares authorized;
     6,234,054 shares issued and outstanding                                           6,235
   Additional paid-in capital                                                      3,343,241
   Accumulated deficit                                                            (4,105,363)
                                                                                 ------------
                  Total stockholders' deficit                                       (755,887)
                                                                                 ------------

                  Total liabilities and stockholders' deficit                    $   136,388
                                                                                 ============

                    See notes to these consolidated financial statements.

                                             F-3
</TABLE>



<PAGE>
<TABLE>

                                     CENTRAL WIRELESS INC. AND SUBSIDIARIES
                                          (formerly e resources, Inc.)

                                     CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

                                                     FOR THE THREE MONTHS ENDED    FOR THE NINE MONTHS ENDED
                                                            SEPTEMBER 30,                 SEPTEMBER 30,
                                                     ---------------------------   ---------------------------
                                                        2002           2001            2002           2001
                                                     ------------   ------------   ------------   ------------
                                                     (Unaudited)    (Unaudited)     (Unaudited)    (Unaudited)
<S>                                                  <C>            <C>            <C>            <C>
CONTINUING OPERATIONS:
   General and administrative expenses               $   280,658    $        --    $   307,881    $        --
                                                     ------------   ------------   ------------   ------------
   Loss from continuing operations                      (280,658)            --       (307,881)            --

DISCONTINUED OPERATIONS -
    Loss from operations of discontinued divisions            --       (488,166)      (240,545)    (1,193,984)
                                                     ------------   ------------   ------------   ------------
          Net Loss                                   $  (280,658)   $  (488,166)   $  (548,426)   $(1,193,984)
                                                     ============   ============   ============   ============
LOSS PER SHARE (basic and diluted):
    Continuing operations                            $      (.05)   $        --    $      (.10)   $        --
    Discontinued operations                                   --           (.55)          (.08)         (1.48)
                                                     ------------   ------------   ------------   ------------
                                                     $      (.05)   $      (.55)   $      (.18)   $     (1.48)
                                                     ============   ============   ============   ============
WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                                   6,233,511        887,589      3,128,570        808,134
                                                     ============   ============   ============   ============

                             See notes to these consolidated financial statements.

                                                      F-4
</TABLE>



<PAGE>
<TABLE>

                                    CENTRAL WIRELESS INC. AND SUBSIDIARIES
                                         (formerly e resources, Inc.)

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (Unaudited)
<CAPTION>

                                                                                 FOR THE NINE MONTHS ENDED
                                                                                        SEPTEMBER 30,
                                                                                 ---------------------------
                                                                                    2002           2001
                                                                                 ------------   ------------
<S>                                                                              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                      $  (548,426)   $(1,193,984)
   Adjustments to reconcile net loss to net cash used by operating activities:
       Depreciation and amortization                                                   1,479         38,614
       Loss on disposal of assets                                                      5,987             --
       Bad debt expense                                                                7,789             --
       Common stock for services                                                      24,044         97,500
       Amortization of equity component of notes payable                              53,529        340,500
       Write down of investment                                                           --         37,500
       Changes in operating assets and liabilities:
         Accounts and note receivable                                                     --         17,617
         Prepaid and other                                                            (4,400)       (17,407)
         Unearned revenues                                                                --         (4,309)
         Accounts payable and accrued expenses                                       178,348         39,431
       Other                                                                              --          1,052
                                                                                 ------------   ------------
                  Net cash used by operating activities                             (281,650)      (643,486)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of equipment                                                    22,000             --
   Site acquisition deposit                                                          (90,000)            --
                                                                                 ------------   ------------
                  Net cash used by investing activities                              (68,000)            --

CASH FLOWS FROM FINANCING ACTIVITIES:
   Increase in notes payable                                                              --        150,000
   Repayments on notes payable                                                            --        (90,000)
   Sale of debentures, net of offering expenses                                      366,600        600,000
   Advances from shareholder                                                          25,000             --
                                                                                 ------------   ------------
                  Net cash provided by financing activities                          391,600        660,000

NET CHANGE IN CASH                                                                    41,950         16,514

CASH, beginning of period                                                                 --             --
                                                                                 ------------   ------------
CASH, end of period                                                              $    41,950    $    16,514
                                                                                 ============   ============

                            See notes to these consolidated financial statements.

                                                     F-5
</TABLE>



<PAGE>

                     CENTRAL WIRELESS INC. AND SUBSIDIARIES
                          (formerly e resources, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   ORGANIZATION AND BASIS OF PRESENTATION
     --------------------------------------

     NATURE OF OPERATIONS
     --------------------
     Central Wireless Inc. (formerly e resources, Inc.) (the "Company"), which
     is composed of the companies described below, was engaged in the creation
     and development of marketing, media and communications solutions. The
     Company's operations were composed of Vista, a multi-media production
     company, which included video streaming on the Internet, and Care Mart,
     which sold medical supplies over the Internet. Based on a January 2002 plan
     to cease the operations of Vista and Care Mart, the operations of those
     entities have been presented on a discontinued operations basis.

     As of September 30, 2002, the Company is in the start-up phase of a
     business engaged in the development and construction of towers for the
     transmission of broadband, cellular and other wireless communications
     signals. Customers consist primarily of individuals, businesses, and
     broadband and wireless carriers desiring to lease or own their own towers.
     The Company entered this industry through the acquisition on June 28, 2002
     of certain assets from KRC Communications, Inc., a Florida corporation
     ("KRC"). As a result of the acquisition of the assets from KRC, effective
     control of the Company changed, new officers were elected and new
     management was appointed.

     The assets acquired from KRC consisted primarily of nine communications
     site agreements, pursuant to which the Company agreed to construct eight
     cellular communications towers for the contracting parties (customers) and
     one tower that is to be constructed and owned by the Company. As of
     November 8, 2002, final plans had been completed for one tower and
     preliminary zoning and engineering work has been completed for three of the
     eight customer towers.

     The accompanying financial statements have been prepared assuming that the
     Company will continue as a going concern. However, the Company's
     significant operating losses, limited financial resources, discontinuation
     of the operations of Vista and Care Mart and start-up nature of the assets
     acquired from KRC, raise substantial doubt about its ability to continue as
     a going concern.

     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.

     UNAUDITED INFORMATION
     ---------------------
     The consolidated balance sheet as of September 30, 2002 and the
     consolidated statements of operations for the three month periods ended
     September 30, 2002 and 2001 were taken from the Company's books and records
     without audit. However, in the opinion of management, such information
     includes all adjustments (consisting only of normal recurring accruals)
     that are necessary to properly reflect the consolidated financial position
     of the Company as of September 30, 2002 and the results of operations for
     the three and nine-month periods ended September 30, 2002 and 2001.

                                      F-6


<PAGE>
                     CENTRAL WIRELESS INC. AND SUBSIDIARIES
                          (formerly e resources, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Certain information and notes normally included in financial statements
     prepared in accordance with generally accepted accounting principles have
     been condensed or omitted, although management believes that the
     disclosures provided are adequate to make the information presented not
     misleading. Interim period results are not necessarily indicative of the
     results to be achieved for an entire year. These financial statements
     should be read in conjunction with the financial statements and notes to
     the financial statements provided in the Company's December 31, 2001 Form
     10-KSB.

2.   OTHER ASSETS
     ------------

     The Company has paid $90,000 toward the purchase of a tower site from a
     director of the Company. An additional $45,000 will be paid to the director
     for the site after the Company's registration statement becomes effective.

3.   DEBENTURES
     ----------

     On March 29, 2002, the Company entered into a Letter Agreement (the "Letter
     Agreement") with four shareholders for the sale of 12% secured convertible
     debentures, in the principal amount of $50,000, and warrants to purchase up
     to 2,500 shares of the Company's common stock at a price per share that
     fluctuates depending on the current market price. Proceeds from the sale of
     the $50,000 debentures less $10,000 in expenses, were received by the
     Company on April 8, 2002. The debentures are due March 29, 2003. The
     Company is currently not in compliance with terms of these or previously
     issued debentures due to non- payment of interest or principal when due. If
     the Company is in default under the debenture agreement and other
     conditions exist, as defined in the agreement, a 30% penalty may apply. The
     debenture holders have not notified the Company of their intent to
     accelerate the maturity dates of the debentures.

     On July 12, 2002, the Company entered into the 2002 Securities Purchase
     Agreement with three buyers for the sale of 12% secured convertible
     debentures, in the principal amount of $600,000, and warrants to purchase
     up to 120,000 shares of the Company's common stock at a price per share
     that fluctuates depending on the current market price. The debentures may
     be converted at any time to common stock at a conversion price equal to the
     lesser of (1) 50% of the average of the lowest three trading prices within
     the twenty trading days prior to conversion, or (2) $.10 per share. The
     value of the beneficial conversion feature and the warrants have been
     recorded as a discount on the debentures and will be amortized into income
     using the effective interest rate method over the life of the debentures.
     On July 12, 2002, the Company sold $200,000 in debentures and warrants to
     purchase 40,000 shares of common stock under this agreement. The proceeds
     to the Company from the sale were $200,000 less $43,200 in closing
     expenses. The debentures are due in one year. On September 12, 2002, the
     Company sold an additional $200,000 in debentures and warrants to purchase
     40,000 shares of common stock. The proceeds to the Company from the sale
     were $200,000 less $30,200 in closing costs. The debentures are due in one
     year. The Company anticipates that it will receive an additional $200,000
     less expenses, through the sale of the remaining debentures and warrants
     under the 2002 Securities Purchase Agreement, upon the effective date of
     the Company's registration statement.

     There are $995,300 total debentures outstanding at September 30, 2002.

                                      F-7


<PAGE>
                     CENTRAL WIRELESS INC. AND SUBSIDIARIES
                          (formerly e resources, Inc.)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.   STOCKHOLDERS' EQUITY
     --------------------

     In June 2002, the Company issued 355,000 shares of common stock as payment
     for $355,000 in accrued salaries due officers and stockholders and 429,489
     shares of common stock as payment for $370,740 in notes payable and accrued
     interest due stockholders. The Company also issued 50,000 shares of common
     stock as payment for current and previously accrued legal fees.

     On June 28, 2002, the Company issued 4,150,000 shares of common stock to
     acquire certain assets of KRC as described in Note 1. The assets consisted
     primarily of contract rights as described in Note 1. The transaction was
     recorded based upon the approximate historical cost of the assets, which
     was nil.

     On July 1, 2002, CareMart, Inc., a wholly-owned subsidiary of the Company
     that ceased operations in the first quarter of 2002 ("CareMart"), sold
     certain assets related to its former operations to a stockholder in
     exchange for the forgiveness of principal and interest outstanding on a
     promissory note in the approximate amount of $64,000 and cancellation of
     the remaining outstanding principal and interest under the promissory note.
     Additionally, as partial consideration for cancellation of the promissory
     note, the Company issued 50,000 shares of its common stock to the
     stockholder. The stockholder is related to the Company's former president
     and member of the board of directors.

     On July 1, 2002, the Company sold certain assets related to I'm On Air
     ("IOA"), a development project that is no longer being pursued by the
     Company, to an entity controlled by an individual who was the former Chief
     Executive Officer and a former director of the Company, in exchange for the
     assumption of certain outstanding Company debts in the amount of $10,000.

     PREFERRED STOCK
     ---------------
     In August 2002, the Company authorized 10,000,000 shares of preferred
     stock, which may be issued with rights and preferences as determined by the
     Company's board of directors.

                                 ***************

                                      F-8


<PAGE>

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

WITH THE EXCEPTION OF HISTORICAL MATTERS, THE MATTERS DISCUSSED HEREIN ARE
FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. FORWARD LOOKING
STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO STATEMENTS CONCERNING ANTICIPATED
TRENDS IN REVENUES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE RESULTS
DISCUSSED IN SUCH FORWARD LOOKING STATEMENTS. THERE IS ABSOLUTELY NO ASSURANCE
THAT WE WILL ACHIEVE THE RESULTS EXPRESSED OR IMPLIED IN FORWARD LOOKING
STATEMENTS.

KRC ACQUISITION

         In the second quarter of 2002, the Company entered the
telecommunications industry through acquisition of certain assets (the "KRC
Acquisition") from KRC Communications, Inc., a Florida corporation ("KRC"). The
assets acquired from KRC consisted primarily of nine communications site
agreements, pursuant to which the Company agreed to construct eight cellular
communications towers for the contracting parties (customers) and one tower that
is to be constructed and owned by the Company. Currently, preliminary zoning and
engineering work has been completed for three of the eight customers.

         The KRC Acquisition was accomplished pursuant to an Asset Purchase
Agreement entered into between the Company, KRC, and a shareholder of KRC, on
June 28, 2002. In consideration for the assets, the Company issued an aggregate
of 83,000,000 shares of the Company's common stock to certain persons,
designated by KRC. Immediately after the acquisition, the 83,000,000 shares of
common stock issued by the Company represented approximately 66% of the issued
and outstanding shares of the Company's common stock, resulting in a change in
control of the Company. The shares referred to above are before consideration of
the reverse stock split as described below.

         As a result of the KRC Acquisition, the Company also underwent a
complete change in management. Effective immediately after the acquisition, the
board members and officers resigned their board seats and officer positions with
the Company. Prior to tendering their resignations, the board members took
appropriate action to increase the number of the Company's directors to five
persons, and appoint the following persons as directors and officers of the
Company:

 Name                                     Positions Held

 Keith Roy Chrismon             director, Chairman of the Board and President
 Kenneth W. Brand               director and Chief Executive Officer
 Steven W. Troyan               director and Vice President of Construction
 Sharon R. Hetman               director and Secretary
 Michael S. Delin               director, Chief Financial Officer and Treasurer

DESCRIPTION OF BUSINESS

         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,
engineering services, and antennae and line 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. Currently, we have operations in the
greater Sarasota, Florida region, Oklahoma, and Minnesota.

                                       9


<PAGE>

         We design, engineer and construct the most popular styles of towers for
transmission of broadband, cellular and other wireless telecommunications,
including the monopole, the guy tower, stealth tower designs, 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.

         Our customers consist primarily of and broadband and other wireless
telecommunications carriers, and individuals or businesses 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. In July 2002, we moved our corporate headquarters to Sarasota, Florida,
at 4333 South Tamiami Trail, Suite E, Sarasota, Florida 34231, phone number
(941) 929-1534.

PLAN OF OPERATIONS

         The Company began construction on three telecommunications towers in
July 2002, and intends to begin construction of additional towers if funding is
available. Any funds received by the Company are intended to be used primarily
for working capital and to fund the construction or purchase of additional
towers. The Company is actively seeking new customers and business
opportunities, and it intends to expand its business if funding is available.
There are currently several bids out for projects which have been acquired from
our current marketing efforts. Two bids are in Enid, OK and one bid in North
Port, Florida

RESULTS OF OPERATIONS

         The Company ceased all operations in January 2002. In accordance with
Accounting Principles Board Opinion No. 30, Reporting the Results of Operations
- Discontinued Events and Extraordinary Items, the Company has presented the
operating results for the three and nine month periods ended September 30, 2002
and 2001 primarily in one line item as Loss from Operations of Discontinued
Divisions. The net loss for the nine month period ended September 30, 2002, was
$548,426 versus $1,193,984 for the comparable period in 2001. The net loss for
the three month period ended September 30, 2002, was $280,658 versus $488,166
for the comparable period in 2001. The net loss for the three and nine month
periods ended September 30, 2002, is attributable to interest expense and
general and administrative expenses; primarily salaries and wages. The loss from
continuing operations for the three and nine months ended September 30, 2002 of
$280,658 and $307,881, respectively, is primarily attributable to expenses
incurred to complete the KRC transaction described above and operation of the
company since turnover. The Company's loss for the three and nine month periods
ended September 30, 2002 was significantly lower than the loss reported for the
comparable periods ended September 30, 2001 due to the discontinuation of its
operations in 2002.

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.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

The company had a net working capital deficit on September 30, 2002 of $845,925.
Cash consisted of $46,350 as of September 30, 2002. The liabilities consists of
Notes from before the change of control as well as the issuance of a Note since
the change of control. Additionally, accounts payable and accrued liabilities
from before change of control, as well as activity through September 30, 2002
have caused a deficit in net working capital.

                                       10


<PAGE>

Cash Flow From Operating Activity

Net cash used by Operating Activities for the nine months ended September 30,
2002 was $281,650 compared to net cash used for the nine months ended September
30, 2001 of $643,486. This is due to a change in business
activities with the change of control on June 28, 2002.

Cash Flow From Investing Activity

For the nine months ended September 30, 2002, the cash flows used and provided
from Investing Activities was for the sale of assets from the closing of one of
our companies and since the change of control there has been a use of cash for a
site acquisition deposit.

Cash Flow From Financing Activity

Cash flows from financing activities for the nine months ended September 30,
2002 and 2001 were $391,600 and $660,000. Cash provided for the nine months
ended September 30, 2002 were predominantly from the issuance of convertible
debentures with the funds being used for the operation of the business since its
change of control. Cash provided for the nine months ended September 30, 2001
was predominantly through the sale of debentures to provide funds for operating
costs.

GOING CONCERN

The company has continued to incur operating losses. Management is actively
seeking customers for its products. The company is currently operating from
proceeds of an issuance of convertible debt securities. Additional financing
will be necessary for the company to operate until bid proposals are accepted
and contracts secured.

ITEM 3.  CONTROLS AND PROCEDURES

         As of September 30, 2002, an evaluation was performed under the
supervision and with the participation of the Company's management, including
the Chief Executive Officer and the Chief Accounting Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on that evaluation, the Company's management, including
the Chief Executive Officer and the Chief Accounting Officer, concluded that the
Company's disclosure controls and procedures were effective as of September 30,
2002. There have been no significant changes in the Company's internal controls
or in other factors that could significantly affect internal controls subsequent
to September 30, 2002.

                                       11


<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

         Not applicable.

ITEM 2.           CHANGES IN SECURITIES AND USE OF PROCEEDS

         The securities described below represent our securities sold by us for
the quarter ending September 30, 2002 that were not registered under the
Securities Act of 1933, as amended, all of which were issued by us pursuant to
exemptions under the Securities Act. Underwriters were involved in none of these
transactions.

PRIVATE PLACEMENTS OF COMMON STOCK AND WARRANTS FOR CASH

         None.

SALES OF DEBT AND WARRANTS FOR CASH

         On July 12, 2002, the Company entered into the 2002 Securities Purchase
Agreement with three buyers for the sale of 12% secured convertible debentures,
in the principal amount of $600,000, and warrants to purchase up to 120,000
shares of the Company's common stock at a price per share that fluctuates
depending on the current market price. The debentures may be converted at any
time to common stock at a conversion price equal to the lesser of (1) 50% of the
average of the lowest three trading prices within the twenty trading days prior
to conversion, or (2) $.10 per share. The value of the beneficial conversion
feature and the warrants have been recorded as a discount on the debentures and
will be amortized into income using the effective interest rate method over the
life of the debentures. On July 12, 2002, the Company sold $200,000 in
debentures and warrants to purchase 40,000 shares of common stock under this
agreement. The proceeds to the Company from the sale were $200,000 less $43,200
in closing expenses. The debentures are due in one year. On September 12, 2002,
the Company sold an additional $200,000 in debentures and warrants to purchase
40,000 shares of common stock. The proceeds to the Company from the sale were
$200,000 less $30,200 in closing costs. The debentures are due in one year.

         The offering of convertible debentures was exempt from registration
under Rule 506 of Regulation D and under Section 4(2) of the Securities Act. No
advertising or general solicitation was employed in offering the securities. All
persons were accredited investors, represented that they were capable of
analyzing the merits and risks of their investment.

OPTION GRANTS

         None.

ISSUANCES OF STOCK FOR SERVICES OR IN SATISFACTION OF OBLIGATIONS

         On July 1, 2002, CareMart, Inc., a wholly-owned subsidiary of the
Company that ceased operations in the first quarter of 2002 ("CareMart"), sold
certain assets related to its former operations to a stockholder in exchange for
the forgiveness of principal and interest outstanding on a promissory note in
the approximate amount of $64,000 and cancellation of the remaining outstanding
principal and interest under the promissory note. Additionally, as partial
consideration for cancellation of the promissory note, the Company issued 50,000
shares of its common stock to the stockholder. The stockholder is related to the
Company's former president and member of the board of directors.

                                       12


<PAGE>

         All of the above offerings and sales were deemed to be exempt under
Regulation D and Section 4(2) of the Securities Act. No advertising or general
solicitation was employed in offering the securities. The offerings and sales
were made to a limited number of persons, all of whom were accredited investors,
business associates of One Voice or executive officers of One Voice, and
transfer was restricted by One Voice in accordance with the requirements of the
Securities Act of 1933. In addition to representations by the above-referenced
persons, we have made independent determinations that all of the
above-referenced persons were accredited or sophisticated investors, and that
they were capable of analyzing the merits and risks of their investment, and
that they understood the speculative nature of their investment. Furthermore,
all of the above-referenced persons were provided with access to our Securities
and Exchange Commission filings.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES

         The Company is currently not in compliance with terms of previously
issued debentures due to non-payment of interest or principal when due. The
total balance of all outstanding debentures at June 30, 2002 was $595,300. The
debenture holders have not notified the Company of their intent to accelerate
the maturity dates of the debentures.

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

                  Not Applicable.

ITEM 5.           OTHER INFORMATION

                  Not Applicable.

ITEM 6.           EXHIBITS AND REPORTS ON 8-K:

(a) Exhibits.

Exhibit Number               Description
--------------               -----------

99.1     Certification of the Chief Executive Officer of Central Wireless Inc.
         Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002.

99.2     Certification of the Chief Financial Officer of Central Wireless Inc.
         Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002.

(b) The following reports were filed with the Securities and Exchange Commission
during the fiscal quarter ended September 30, 2002:

         1.       On July 2, 2002, we filed a Form 8-K relating to a change of
                  control
         2.       On July 16, 2002, we filed a Form 8-K relating to:
                  a.       New corporate address
                  b.       AJW Securities Purchase Agreement
                  c.       Reverse stock split.

                                       13


<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act of 1933, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   CENTRAL WIRELESS INC., a Utah Corporation

Date:  November 14, 2002           By: /s/ Kenneth W, Brand
                                       -----------------------------------------
                                       Kenneth W. Brand, Chief Executive Officer

Date: November 14, 2002            By: /s/ Michael S. Delin
                                       -----------------------------------------
                                       Michael S. Delin, Chief Financial Officer

                                       14


<PAGE>

                                  CERTIFICATION

          I, Kenneth W. Brand, CEO, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Central Wireless
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

November 14, 2002

/s/ Kenneth W. Brand
-----------------------------
Chief Executive Officer



<PAGE>

                                  CERTIFICATION

          I, Michael S. Delin, CFO, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Central Wireless
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

November 14, 2002

/s/ Michael S. Delin
-------------------------------
Chief Financial Officer