<PAGE>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended MARCH 31, 2003

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

             For the transition period from _________ to __________.

                          Commission File No. 033-14065

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

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

        4333 SOUTH TAMIAMI TRAIL, SUITE E, SARASOTA FLORIDA                34231
        ---------------------------------------------------                -----
             (Address of principal executive offices)                    (Zip Code)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:            (941) 929-1534
        ---------------------------------------------------            --------------
</TABLE>


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

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

     As of May 16, 2003, there were 196,917,388  shares  outstanding of issuer's
     common stock.


<PAGE>

                                     PART I


ITEM 1.  FINANCIAL STATEMENTS


FINANCIAL INFORMATION

     In  accordance  with  United  States  Securities  and  Exchange  Commission
Regulation  S-X,   footnotes  have  been  omitted  in  these  interim  financial
statements,  as footnote disclosure would substantially duplicate the disclosure
contained in the audited  financial  statements for the year ending December 31,
2002. These financial statements should be read in conjunction with the December
31, 2002 financial statements.




                                       2
<PAGE>




                             CENTRAL WIRELESS, INC.

                                    CONTENTS

                                                                            PAGE

FINANCIAL STATEMENTS

BALANCE SHEET                                                               F-3

STATEMENTS OF INCOME                                                        F-4

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                                F-5

STATEMENTS OF CASH FLOWS                                                    F-6




                                      F-2


<PAGE>



                             CENTRAL WIRELESS, INC.

                                  BALANCE SHEET
                                 MARCH 31, 2003



<TABLE>
<CAPTION>


                                     ASSETS
<S>                                                                                                       <C>
Cash                                                                                                      $     7,986
Prepaid expenses                                                                                                  803
                                                                                                          -----------
  TOTAL CURRENT ASSETS                                                                                          8,789

Tower site and improvement costs                                                                              135,000
                                                                                                          -----------
                                                                                                          $   143,789
                                                                                                          ===========
                                   LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
  Accounts payable                                                                                        $    72,905
  Accrued expenses                                                                                            299,304
  Note payable - stockholders, net of discounts of $431,862                                                   743,054
                                                                                                          -----------

    TOTAL CURRENT LIABILITIES                                                                               1,115,263

STOCKHOLDERS' EQUITY
  Common stock - authorized 250,000,000 shares; par value $.001; issued and outstanding, 122,278,602 at       122,278
    March 31, 2003
  Preferred stock - authorized 10,000,000 shares; no shares issued or outstanding
  Treasury stock                                                                                              (20,000)
  Additional paid-in capital                                                                                3,641,385
  Accumulated deficit prior to re-entering development stage                                               (3,557,147)
  Accumulated deficit since re-entering development stage                                                  (1,157,990)
                                                                                                          ------------

    TOTAL STOCKHOLDERS' EQUITY                                                                               (971,474)
                                                                                                          ------------
                                                                                                          $   143,789
                                                                                                          ===========
</TABLE>



                                      F-3
<PAGE>



                             CENTRAL WIRELESS, INC.

                              STATEMENTS OF INCOME
                          THREE MONTHS ENDED MARCH 31,


<TABLE>
<CAPTION>
                                                                   2003             2002
                                                               ------------    --------------
                                                                               (Consolidated)
<S>                                                            <C>             <C>
INCOME
  Interest                                                     $          4    $

EXPENSES
  General and administrative                                        232,562
  Interest                                                          134,160
                                                               ------------
                                                                    366,722
                                                               ------------
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                (366,718)
                                                               ------------
INCOME TAXES

DISCONTINUED OPERATIONS:
  Loss from operations of discontinued divisions, net of tax                       (148,585)

NET LOSS                                                       $   (366,718)   $   (148,585)
                                                               ============    ============

NET LOSS PER SHARE                                             $      (0.01)   $      (0.01)
                                                               ============    ============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                    55,003,399      23,978,951
                                                               ============    ============
</TABLE>


                                      F-4

<PAGE>



                             CENTRAL WIRELESS, INC.

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                             Additional                       Retained
                                                                 Paid-in                         Earnings
                                               Common Stock      Capital      Treasury Stock    (Deficit)         Total
                                              -------------     -----------  --------------    ------------    ------------

<S>              <C>                                 <C>         <C>                           <C>             <C>
BALANCE, January 1, 2002                             $1,199      $2,142,222                    $(3,557,147)    $(1,413,726)

Common stock issued for services                        889         132,111                                         133,000

Conversion of payables and debentures                 1,139         763,152                                         764,291

Beneficial conversion feature of
  debentures and related warrants                                   515,213                                         515,213

Stock issued for acquisition of business              4,150         (4,150)

Treasury stock acquired                             (1,250)           1,250        (20,000)                        (20,000)

Net loss                                                                                          (791,272)       (791,272)
                                              -------------     -----------  --------------    ------------    ------------

BALANCE, December 31, 2002                            6,127       3,549,798        (20,000)     (4,348,419)       (812,494)

Common stock issued for services                     13,600         178,900                                         192,500

Stock issued in exchange agreement                  100,000        (100,000)

Conversion of debentures                              2,551          12,687                                          15,238

Net loss                                                                                          (366,718)       (366,718)
                                              -------------     -----------  --------------    ------------    ------------
BALANCE, March 31, 2003                            $122,278      $3,641,385     $  (20,000)    $(4,715,137)     $ (971,474)
                                              =============     ===========  ==============    ============    ============

</TABLE>


                                      F-5
<PAGE>



                             CENTRAL WIRELESS, INC.

                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                                              For the three months ended
                                                                                                       March  31,
                                                                                              ---------------------------
                                                                                                  2003           2002
                                                                                              ------------  --------------
                                                                                                            (Consolidated)
<S>                                                                                           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                                    $  (366,718)      $ (148,585)
  Adjustments to reconcile net loss to net cash used by operating activities:
      Depreciation and amortization                                                                                   1,353
      Stock issued for services                                                                    192,500
      Amortization of beneficial conversion feature of debentures and related warrants              94,672
    (Increase) decrease in operating assets:
      Accounts and notes receivable                                                                                   6,560
      Prepaids                                                                                       1,197
      Other assets                                                                                                    1,416
    Increase (decrease) in operating liabilities:
      Cash overdraft                                                                                                (8,144)
      Accounts payable                                                                              12,753           34,746
      Accrued expenses                                                                              15,205           58,500
      Other                                                                                                          16,462
                                                                                              ------------      -----------

NET CASH USED BY OPERATING ACTIVITIES                                                             (50,391)         (37,692)
                                                                                              ------------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sales of equipment                                                                                   17,692
                                                                                              ------------      -----------

NET CASH PROVIDED BY INVESTING ACTIVITIES                                                                            17,692

CASH FLOWS FROM FINANCING ACTIVITIES
  Increase in notes payable                                                                                          20,000
                                                                                              ------------      -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                                                            20,000

NET DECREASE IN CASH                                                                              (50,391)

CASH, at beginning of period                                                                        58,377
                                                                                              ------------
CASH, at end of period                                                                        $      7,986      $       --
                                                                                              ============      ==========
SUPPLEMENTAL DISCLOSURES:
  Interest paid                                                                               $        --       $       --
                                                                                              ===========       ===========
  Schedule of non-cash investing and financing transactions:

  Conversion of debentures to common stock                                                    $     15,238
                                                                                              ============
</TABLE>

                                      F-6

<PAGE>


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


INTRODUCTORY STATEMENTS


     FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

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


     GOING CONCERN

     The Company's auditors stated in their reports on the financial  statements
of the Company for the three months ended March 31, 2003 and for the years ended
December 31, 2002 and December 31, 2001 that the Company is dependent on outside
financing and has had losses that raise  substantial  doubt about our ability to
continue as a going  concern.  For the three months  ended March 31,  2003,  the
Company  incurred a net loss of  $366,718  and the  Company  had an  accumulated
deficit since  re-entering  the development  stage of $1,157,990.  For the years
ended  December 31, 2002 and 2001,  the Company  incurred a net loss of $791,272
and ($1,742,559),  respectively,  and the Company had an accumulated  deficit of
$(4,348,419)  and  $(3,557,147),  respectively.  Management is actively  seeking
customers  for  its  products.  The  financial  statements  do not  include  any
adjustments  relating  to the  recoverability  and  classification  of  recorded
assets, or the amounts and classification of liabilities that might be necessary
in the event the Company cannot continue in existence.


     SIGNIFICANT PLANT OR EQUIPMENT PURCHASES

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


     CHANGES IN THE NUMBER OF EMPLOYEES

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


     MANAGEMENT'S DISCUSSION AND ANALYSIS

     Financial Reporting Release No. 60, which was recently released by the U.S.
Securities  and  Exchange  Commission,  encourages  all  companies  to include a
discussion of critical accounting policies or methods used in the preparation of
financial  statements.  Below we have  included  a  summary  of the  significant
accounting  policies and methods  used in the  preparation  of our  consolidated
financial statements.  Management believes the following significant  accounting
policies affect the significant  judgments and estimates used in the preparation
of the financial statements.


                                       3


<PAGE>


     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


     CASH EQUIVALENTS

     For purposes of reporting cash flows, the Company  considers all short-term
investments  with  an  original  maturity  of  three  months  or less to be cash
equivalents.


     PROPERTY AND EQUIPMENT

     Property and equipment is recorded at a cost less accumulated  depreciation
and   amortization.   Depreciation   and  amortization  is  computed  using  the
straight-line  method over the estimated useful lives of the assets, which range
from three to five years, or the lease term, if shorter.

     Gains and losses  resulting  from sales and  dispositions  of property  and
equipment  are  included  in current  operations.  Maintenance  and  repairs are
charged to operations as incurred.


     LONG-LIVED ASSETS

     The Company's policy is to periodically  review the net realizable value of
its long-lived  assets through an assessment of the estimated  future cash flows
related to such assets.  In the event that the assets are found to be carried at
amounts in excess of estimated  undiscounted  future cash flows, the assets will
be adjusted for impairment to a level  commensurate  with a discounted cash flow
analysis  of the  underlying  assets.  In 2001,  due to the plan to  discontinue
operations,  the Company wrote-off its intangible assets entirely and wrote-down
its property and equipment to net realize value.  The property and equipment was
abandoned in 2002.


     REVENUE RECOGNITION

     The Company recognized revenue from the discontinued  operations  described
in Note 1 to the financial  statements for the year ended December 31, 2002 when
services were  provided or at the time product was shipped to the customer.  For
tower  construction  services,  the Company uses the  percentage  of  completion
method for recognizing  revenues. No tower construction revenues were recognized
through December 31, 2002.


     STOCK-BASED COMPENSATION

     The Company applies Statement of Financial  Accounting  Standards  ("SFAS")
No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION,  which requires recognition of
the value of stock  options  and  warrants  granted  based on an option  pricing
model.  However,  as permitted by SFAS 123, the Company continues to account for
stock  options and  warrants  granted to  directors  and  employees  pursuant to
Accounting  Principles  Board  Opinion No. 25,  ACCOUNTING  FOR STOCK  ISSUED TO
EMPLOYEES, and related  interpretations.  SEE Note 5 to the financial statements
for the year ended December 31, 2002.


     INCOME TAXES

     Deferred  tax  assets and  liabilities  are  recognized  for the future tax
consequences   attributable  to  temporary  differences  between  the  financial
statement  carrying  amounts of assets and liabilities and their  respective tax
bases,  and operating losses and tax credit  carryforwards.  Deferred tax assets
and  liabilities  are  measured  using  enacted  tax rates  expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled.

                                       4

<PAGE>


     FINANCIAL INSTRUMENTS

     Management  believes that  generally the fair value of the Company's  notes
payable at  December  31,  2002  approximate  their  carrying  values due to the
short-term  nature of the  instruments or the use of prevailing  market interest
rates.


     USE OF ESTIMATES

     The  preparation of the Company's  financial  statements in conformity with
generally accepted accounting  principles  requires the Company's  management to
make  estimates  and  assumptions  that  affect the  amounts  reported  in these
financial statements and accompanying notes. Actual results could different from
those estimates.


     GOING CONCERN

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue as a going  concern.  However,  the Company has incurred
significant operating losses and the assets acquired from KRC (SEE Note 1 to the
financial  statements  for the year ended December 31, 2002) are in the start-up
phase.  Also, the Company has limited  financial  resources and is in default on
its notes payable to shareholders.  These factors raise  substantial doubt about
the  Company's  ability to continue as a going  concern.  Management  intends to
attempt to obtain  additional tower projects and generate cash flow to allow the
Company to meet its obligations and grow in the future. Management also believes
the agreement with Alliance Tower,  Inc (SEE Note 9 to the financial  statements
for the year ended December 31, 2002) will assist in this process.


     OVERVIEW

     Central Wireless Inc. is a wireless communications  infrastructure company.
Our  primary  business is the  development  and  construction  of towers for the
transmission of broadband,  cellular and other wireless  communications signals.
We also  provide  related  services,  including  site  acquisition,  zoning  and
engineering  services,  and antennae and line  installation.  We provide various
consulting   services  to  our  customers,   which  include  lease  negotiation,
assistance in regulatory  matters,  and tower design. We function as the general
contractor, and hire construction  subcontractors on an as-needed basis to build
towers to our customer's specifications.

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

     We consider Central Wireless to be in the early development  stage. In 2000
and 2001,  our company  (then e resources  inc)  provided  vide  production  and
streaming services and sold healthcare  products over the internet.  Ultimately,
our  businesses  proved  to be  unsuccessful  and in  January  2002,  we  ceased
operations.  We resumed  operations  in July 2002,  after  changing our business
strategy  and  entering  the  telecommunications  industry by  acquiring  assets
consisting  primarily  of nine  contracts  to  build  telecommunications  towers
capable of transmitting broadband, cellular and other wireless signals form KRC.
In July  2002,  we  began  construction  on  three  towers.  Currently,  we have
operations in the greater  Sarasota,  Florida region,  Oklahoma,  and Minnesota.
However,  if we are successful and can obtain  funding,  we intend to expand our
business to other states.


     TELECOMMUNICATIONS TOWERS

     We design,  engineer and  construct  the most popular  styles of towers for
transmission of broadband, cellular and other wireless communications, including
the monopole,  the guy tower, stealth tower design, and self-support towers. Our
towers broadcast  telecommunications  signals for PCS,  cellular  wireless data,
paging and broadcast technologies.  Most of our towers are built-to-suit for our
customers, to meet their individual needs.



                                       5

<PAGE>



     ANTENNAE INSTALLATION

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


     OUR FEES

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


     ENGINEERING, CONSULTING AND DESIGN SERVICES

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


     SITE ACQUISITION AND ZONING SERVICES

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


     RESEARCH AND DEVELOPMENT

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


     MARKETING AND PROMOTION

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


     PLAN OF OPERATIONS FOR 2003

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

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


                                       6

<PAGE>


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

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

     Central  Wireless  intends to focus on our key business  while  looking for
opportunities  to  establish  our revenue and client base.  We are  committed to
performing the work in the most efficient manner possible, while maintaining low
overheads.  We believe  this  philosophy  should lead to  structured  growth and
provide maximum returns to our stockholders.

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




     RESULTS OF OPERATIONS

     The Company  ceased all  operations  of its prior  business  activities  in
January 2002. In accordance  with  Accounting  Principles  Board Opinion No. 30,
Reporting  the Results of  Operations -  Discontinued  Events and  Extraordinary
Items,  the  Company  has  presented  the  operating  results  related  to these
businesses  for the Quarter  ended March 31, 2002  primarily in one line item as
Loss from  Operations of  Discontinued  Divisions.  The net loss for the quarter
ended March 31, 2002,  was  $148,585.  The net loss from  operation  for quarter
ended March 31, 2003 was $366,718.


     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.


     FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2003 AND 2002

     (1) REVENUES. For the three months ended March 31, 2003, our Company had $4
in revenue as  compared to $0 in revenue  for the three  months  ended March 31,
2002.

     (2) SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.

     THREE  MONTHS  ENDED MARCH 31, 2003 AND 2002.  For the three  months  ended
March 31,  2003,  selling,  general and  administrative  expenses  increased  to
$232,562,  as compared to $0 for the three  months  ended  March 31,  2002.  The
increase of $232,562 is the result of  discontinued  operations  in the previous
year and accounting  for the expenses as a  discontinuation  of operations.  The
amount  recognized as  discontinued  operations for the three months ended March
31, 2002 amounted to a loss of $148,585.



                                       7
<PAGE>


     LIQUIDITY AND CAPITAL RESOURCES


     WORKING CAPITAL

     The  Company  had a net  working  capital  deficit  on  March  31,  2003 of
$1,106,474  versus a net working  capital of $1,368,086 for March 31, 2002. Cash
consisted of $7,986 as of March 31, 2003. The liabilities  consist of Notes from
before the change of control as well as the  issuance of Note's since the change
of control. Additionally,  accounts payable and accrued liabilities, which arose
prior  to the  Company's  change  of  control  as of June 28,  2002,  as well as
activity through March 31, 2003 have caused a deficit in net working capital.

     At March 31, 2003,  the Company's  current  assets were $8,789  compared to
$1,229 at March 31, 2002. The Company's current liabilities as at March 31, 2003
were  $1,115,263  compared to $1,369,315  at March 31, 2002.  The Company has no
assured financial resources available to meet its March 31, 2003 working capital
deficit of $1,106,474 and future operating costs.

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


     CASH FLOW FROM OPERATING ACTIVITY

     Net cash used by Operating  Activities for the quarter ended March 31, 2003
and 2002 was  $50,391 and  $37,692.  The use of cash from  operating  activities
through March 31, 2002 is in connection with the  discontinuation of activities.
During the same period of 2003, the use of cash related to the Company's initial
telecommunications activities.


     CASH FLOW FROM INVESTING ACTIVITY

     For the quarter  ended March 31 2003 no cash was  provided  from  investing
activities.  During  the  quarter  ended  March 31,  2002,  the cash  flows from
Investing  Activities  was  $17,692  which  related  to a  sale  of  Vistastream
equipment from our discontinued operations in 2002.


     CASH FLOW FROM FINANCING ACTIVITY

     Cash flows from  financing  activities for the quarter ended March 31, 2003
and 2002 were $0 and  $20,000.  Cash  provided  for the quarter  ended March 31,
2002, was due to an issuance of a note payable.

     During  the  first  quarter  of 2003,  convertible  debt in the  amount  of
$15,237.84 was converted to common stock  resulting in the issuance of 2,894,548
shares of our common stock. As of May 13, 2003,  convertible  debt in the amount
of  $240,991  was  converted  to  common  stock  resulting  in the  issuance  of
48,533,534 shares of our common stock.

     The  Company  has  incurred  significant  operating  losses  and the assets
acquired  from KRC (SEE Note 1 to the  financial  statements  for the year ended
December  31,  2002) are in the start-up  phase.  Also,  the Company has limited
financial  resources  and is in  default on its notes  payable to  shareholders.
These factors raise substantial doubt about the Company's ability to continue as
a going concern.  The Company needs to raise significant  additional  capital in
order to continue as a going concern,  as well as to pursue its business plan in
the telecommunications market.


     RISK FACTORS

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

                                       8

<PAGE>


     WE HAVE HISTORICALLY LOST MONEY AND LOSSES MAY CONTINUE IN THE FUTURE

     We have  historically lost money in prior years. For the three months ended
March 31, 2003, we sustained  losses of $366,718.  For the years ended  December
31, 2002 and December 31, 2001, we sustained  losses of $791,272 and $1,742,599,
respectively.  Future losses are likely to occur. Our independent  auditors have
noted that our Company may not have significant cash or other material assets to
cover its operating  costs and to allow it to continue as a going  concern.  Our
ability to obtain additional funding will determine our ability to continue as a
going concern.  Accordingly,  we may experience  significant  liquidity and cash
flow  problems if we are not able to raise  additional  capital as needed and on
acceptable  terms.  No  assurances  can be given that we will be  successful  in
reaching or maintaining profitable operations.


     WE HAVE BEEN THE SUBJECT OF A GOING  CONCERN  OPINION FROM OUR  INDEPENDENT
     AUDITORS

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


     WE HAVE BEEN AND  CONTINUE TO BE SUBJECT TO A WORKING  CAPITAL  DEFICIT AND
     ACCUMULATED DEFICIT

     We had a working  capital deficit of $1.1 million at March 31, 2003. We had
a working  capital deficit of $0.9 million and $1.2 million at December 31, 2002
and 2001,  respectively.  We had an accumulated deficit of $4.7 million at March
31,  2003.  We had an  accumulated  deficit of $4.3  million and $3.6 million at
December  31,  2002 and 2001,  respectively.  Our  ability to obtain  additional
funding will determine our ability to continue as a going concern.  Accordingly,
we may  experience  significant  liquidity  and cash flow problems if we are not
able  to  raise  additional  capital  as  needed  and on  acceptable  terms.  No
assurances  can be given that we will be successful  in reaching or  maintaining
profitable operations.


     OUR  COMMON  STOCK  MAY BE  AFFECTED  BY  LIMITED  TRADING  VOLUME  AND MAY
     FLUCTUATE SIGNIFICANTLY

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


     EXISTING SHAREHOLDERS WILL EXPERIENCE SIGNIFICANT DILUTION FROM OUR SALE OF
     CONVERTIBLE DEBENTURES

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


     WE ARE CURRENTLY IN DEFAULT ON OUR CONVERTIBLE DEBENTURES

     We are  currently  in  default  on our  obligations  under the  convertible
debentures.  Pursuant to the terms of our convertible debentures,  the investors
may apply a penalty to our Company if we are in default which would increase the
amount  due to the  Investors  by at least  30%.  Our  Company  has not paid any
principal,  interest and/or penalties owed under the convertible debentures, nor
do we have the  funds  available  to  payoff  the  outstanding  balances  of the
convertible  debentures.  In  connection  with the  convertible  debentures,  we
entered  into  security  agreements,  in which our  Company  granted a  security
interest to the Investors covering  substantially all of our assets.  Because we
are in default on the convertible  debentures,  the Investors may exercise their
rights under the security agreements, which include the right to take possession
of our assets,  sell such  assets,  and apply the  proceeds of such sales to pay
down the outstanding balance of the


                                       9

<PAGE>


convertible  debentures.  The Investors  have  delivered  demand  letters to our
Company with respect to the current default of these convertible  debentures and
the  registration  of shares of our  common  stock  underlying  the  convertible
debentures  and  the  penalty   provisions   contained  within  the  convertible
debentures.  In the event the  Investors  decide to foreclose on our assets,  we
would not be able to prevent the  foreclosure,  resulting in the sale of some or
all of our  assets.  In such  event,  we would be  forced to reduce or cease our
operations.


         WE COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL

         We are dependent  upon our two full time  employees,  Kenneth W. Brand,
our  Chief  Executive  Officer  and  Steven W.  Troyan,  our Vice  President  of
Construction,  to continue in the current  performance  of their current  duties
with Central  Wireless.  The stability and growth of Central  Wireless  would be
significantly  compromised  if these persons were unable or unwilling to perform
their  responsibilities.  At this  time,  we have not  entered  into  employment
agreements  with any of our  employees.  Our officers are employed "at will" and
could resign at any time. If any of our employees  terminate their  relationship
with us, Central Wireless would have to immediately find a suitable replacement,
which may not be possible.



ITEM 3.  CONTROLS AND PROCEDURES


     QUARTERLY  EVALUATION  OF THE  COMPANY'S  DISCLOSURE  CONTROLS AND INTERNAL
CONTROLS.  Within the 90 days prior to the date of this Quarterly Report on Form
10-QSB,  the Company  evaluated the effectiveness of the design and operation of
its  "disclosure  controls  and  procedures"  (Disclosure  Controls),   and  its
"internal controls and procedures for financial  reporting" (Internal Controls).
This  evaluation  (the Controls  Evaluation)  was done under the supervision and
with the  participation  of management,  including our Chief  Executive  Officer
(CEO) and Chief Financial  Officer (CFO).  Rules adopted by the SEC require that
in this section of the Quarterly  Report we present the  conclusions  of the CEO
and the CFO about the  effectiveness  of our  Disclosure  Controls  and Internal
Controls based on and as of the date of the Controls Evaluation.

     CEO AND CFO CERTIFICATIONS.  Appearing immediately following the Signatures
section   of  this   Quarterly   Report   there  are  two   separate   forms  of
"Certifications"  of the CEO and the CFO.  The first  form of  Certification  is
required  in accord  with  Section  302 of the  Sarbanes-Oxley  Act of 2002 (the
Section 302  Certification).  This section of the Quarterly Report which you are
currently reading is the information concerning the Controls Evaluation referred
to in the  Section 302  Certifications  and this  information  should be read in
conjunction   with  the  Section  302   Certifications   for  a  more   complete
understanding of the topics presented.

     DISCLOSURE   CONTROLS  AND  INTERNAL  CONTROLS.   Disclosure  Controls  are
procedures  that are designed with the  objective of ensuring  that  information
required to be disclosed in our reports filed under the Securities  Exchange Act
of 1934 (Exchange Act), such as this Quarterly Report,  is recorded,  processed,
summarized and reported within the time periods  specified in the Securities and
Exchange  Commission's  (SEC)  rules and  forms.  Disclosure  Controls  are also
designed with the objective of ensuring that such information is accumulated and
communicated  to our  management,  including the CEO and CFO, as  appropriate to
allow timely decisions  regarding  required  disclosure.  Internal  Controls are
procedures  which  are  designed  with the  objective  of  providing  reasonable
assurance that (1) our transactions are properly authorized;  (2) our assets are
safeguarded  against  unauthorized or improper use; and (3) our transactions are
properly  recorded and reported,  all to permit the preparation of our financial
statements in conformity with generally accepted accounting principles.

     LIMITATIONS ON THE  EFFECTIVENESS  OF CONTROLS.  The Company's  management,
including the CEO and CFO, does not expect that our  Disclosure  Controls or our
Internal  Controls will prevent all error and all fraud.  A control  system,  no
matter how well  conceived  and  operated,  can  provide  only  reasonable,  not
absolute,  assurance that the objectives of the control system are met. Further,
the design of a control  system must  reflect  the fact that there are  resource
constraints,  and the benefits of controls must be considered  relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud,  if any,  within  the  Company  have  been  detected.  These  inherent
limitations  include the  realities  that  judgments in  decision-making  can be
faulty,  and that  breakdowns  can occur  because  of simple  error or  mistake.
Additionally,  controls  can be  circumvented  by the  individual  acts  of some
persons,  by collusion of two or more people,  or by management  override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future  conditions;  over time, control may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and not be detected.


                                       10
<PAGE>




     SCOPE OF THE CONTROLS EVALUATION.  The CEO/CFO evaluation of our Disclosure
Controls and our Internal Controls included a review of the controls' objectives
and design,  the controls'  implementation  by the Company and the effect of the
controls on the information  generated for use in this Quarterly  Report. In the
course of the Controls Evaluation,  we sought to identify data errors,  controls
problems or acts of fraud and to confirm  that  appropriate  corrective  action,
including process improvements,  were being undertaken.  This type of evaluation
will be done on a quarterly  basis so that the conclusions  concerning  controls
effectiveness can be reported in our Quarterly Reports on Form 10-QSB and Annual
Report on Form 10-KSB.  Our Internal  Controls are also  evaluated on an ongoing
basis by our  independent  auditors  in  connection  with their audit and review
activities.  The overall goals of these  various  evaluation  activities  are to
monitor  our  Disclosure   Controls  and  our  Internal  Controls  and  to  make
modifications  as  necessary;  our intent in this regard is that the  Disclosure
Controls and the Internal  Controls will be  maintained as dynamic  systems that
change (including with improvements and corrections) as conditions warrant.

     Among other matters, we sought in our evaluation to determine whether there
were any "significant  deficiencies"  or "material  weaknesses" in the Company's
Internal  Controls,  or whether  the Company  had  identified  any acts of fraud
involving  personnel  who  have a  significant  role in the  Company's  Internal
Controls.  This  information  was  important  both for the  Controls  Evaluation
generally and because items 5 and 6 in the Section 302 Certifications of the CEO
and CFO require that the CEO and CFO disclose  that  information  to our Board's
Audit Committee and to our independent auditors and to report on related matters
in  this  section  of  the  Quarterly  Report.  In  the  professional   auditing
literature,   "significant   deficiencies"   are  referred  to  as   "reportable
conditions";  these are  control  issues that could have a  significant  adverse
effect on the ability to record, process, summarize and report financial data in
the  financial  statements.  A "material  weakness"  is defined in the  auditing
literature as a particularly  serious  reportable  condition  where the internal
control  does not reduce to a relatively  low level the risk that  misstatements
caused by error or fraud may occur in amounts that would be material in relation
to the  financial  statements  and not be  detected  within a timely  period  by
employees in the normal course of performing their assigned  functions.  We also
sought to deal with other controls  matters in the Controls  Evaluation,  and in
each case if a problem was identified, we considered what revision,  improvement
and/or correction to make in accord with our on-going procedures.

     In accord with SEC requirements,  the CEO and CFO note that, since the date
of the Controls Evaluation to the date of this Quarterly Report, there have been
no  significant  changes in  Internal  Controls or in other  factors  that could
significantly  affect Internal  Controls,  including any corrective actions with
regard to significant deficiencies and material weaknesses.

     CONCLUSIONS.  Based  upon  the  Controls  Evaluation,  our CEO and CFO have
concluded that, subject to the limitations noted above, our Disclosure  Controls
are  effective  to ensure that  material  information  relating to Intel and its
consolidated  subsidiaries  is made known to  management,  including the CEO and
CFO,  particularly  during  the  period  when our  periodic  reports  are  being
prepared,  and that our Internal  Controls are  effective to provide  reasonable
assurance that our financial  statements are fairly presented in conformity with
generally accepted accounting principles.


                                       11
<PAGE>




                                     PART II


ITEM 1.  LEGAL PROCEEDINGS

     None


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     During  the  first  quarter  of 2003,  convertible  debt in the  amount  of
$15,237.84  was  converted  into  common  stock,  resulting  in the  issuance of
2,894,548  shares of our common stock. As of May 20, 2003,  convertible  debt in
the amount of  $240,991  was  converted  into  common  stock,  resulting  in the
issuance of 48,533,534 shares of our common stock.

     On  January  13,  2003,  1,500,000  shares at a market  value of $0.03 were
issued to Sharon Hetman for payment of a 45,000 note.

     On January 20, 2003,  100,000  shares were issued to retain the services of
Ronald A. Jones,  as an  independent  director,  at a market  value of $0.02 per
share for a total of $2,000.

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

     Between April 1, 2003 and May 27, 2003, the Company issued 5,072,464 shares
of  restricted  common  stock  to  investors   pursuant  to  the  conversion  of
convertible  debentures.  As  of  May  27,  2003,  the  remaining  principal  of
convertible debentures is $914,163.06.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     On May 8, 2002, $274,525 in debentures, plus accrued and unpaid interest in
the amount of $23,220,  became due of which $1,875 was subsequently converted to
common stock,  and on July 30, 2002,  $272,650 in  debentures,  plus accrued and
unpaid interest,  became due. These debentures were sold to two of the Investors
under the 2001  Securities  Purchase  Agreement.  If we are in default under the
debenture  agreement and other conditions  exist as defined in the agreement,  a
penalty may apply which would  increase the amount due by at least 30% in excess
of the  amounts  previously  due  under  the  agreement.  We have  not  paid the
principal,  interest and penalties we owe under these debentures,  and we do not
have the money to pay off the outstanding  balances of the debentures.  On April
23,  2002,  the  Company  received a default  notice with  respect to  Company's
default under the convertible debentures.

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

                                       12

<PAGE>


     THE INVESTOR

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


     SECURED CONVERTIBLE DEBENTURES

     Amount  Sold - As of  December  31,  2002,  we have  sold an  aggregate  of
$1,250,000 in secured  convertible  debentures  to the Investors  under the 2001
Securities  Purchase  Agreement,  the Letter  Agreement and the 2002  Securities
Purchase Agreement.

     Interest Rate and Maturity - The interest rate on the debentures is 12%, or
15% if the  debentures  are in  default.  $274,525 in  principal  and $23,220 in
interest became due on May 8, 2002, of which $1,875 was  subsequently  converted
to common stock;  $272,650 in principal plus accrued interest became due on July
30, 2002;  $50,000 in principal plus accrued  interest  becomes due on March 29,
2003;  $200,000 in principal plus accrued interest becomes due on July 12, 2003;
and $200,000 in principal  plus accrued  interest  becomes due on September  12,
2003;  and $200,000 in principal plus accrued  interest  becomes due on December
20, 2003.

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

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

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

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

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

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

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

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

     Default - If we fail to timely convert the  debentures  upon the Investors'
request,  we owe $1,000 for each day beyond the deadline that we fail to comply.
If we are in default under the debenture agreement and other conditions exist as
defined


                                       13
<PAGE>


in the agreement,  a penalty may apply which would increase the amount due by at
least 30% in excess  of the  amounts  previously  due under the  agreement.  The
Investors  have the right to convert  the  default  amount into shares of common
stock.

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


     COVENANTS AND OTHER RESTRICTIONS

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

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

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

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

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

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

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

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

     - Amount Sold - As of  December  31,  2002,  we have sold  warrants  for an
aggregate  of 152,500  shares of common  stock to the  Investors  under the 2001
Securities  Purchase  Agreement,  the Letter  Agreement and the 2002  Securities
Purchase Agreement.

     -  Expiration  Date - Warrants to purchase  15,000  shares of common  stock
expire May 8, 2004;  warrants to purchase  15,000  shares of common stock expire
July 30,  2004;  warrants to purchase  2,500 shares of common stock expire March
29,


                                       14

<PAGE>


2005;  warrants to purchase  40,000 shares of common stock expire July 12, 2005;
and warrants to purchase  40,000  shares of common stock  expire  September  12,
2005: and warrants to purchase 40,000 shares of common stock expire December 31,
2005

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

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


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

         None.


ITEM 5.  EXHIBITS

(a) Exhibits


<TABLE>
<CAPTION>
EXHIBIT NO.    DESCRIPTION
----------     -------------------------------------------------------------------------
<S>                                                 <C>
s
2.1            Asset  Purchase  Agreement  dated June 28, 2002 by and among e resources
               inc, KRC Communications, Inc. and Keith Roy Chrimson. (9)

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

3.2            Articles of Amendment to the Articles of  Incorporation,  filed with the
               Utah Secretary of State on February 3, 1995. (8)

3.3            Articles of Amendment to the Articles of  Incorporation,  filed with the
               Utah Secretary of State on June 9, 1999. (8)

3.4            Articles of Amendment to the  Articles of  Incorporation,  file with the
               Utah Secretary of State on February 7, 2000. (8)

3.5            Articles of Amendment to the  Articles of  Incorporation,  file with the
               Utah Secretary of State on Marcy 24, 2000. (8)

3.6            Articles of Amendment to the  Articles of  Incorporation,  file with the
               Utah Secretary of State on August 21, 2002. (1)

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

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

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

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

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

4.5            Security Agreement, dated May 8, 2001. (2)
</TABLE>


                                       15

<PAGE>

<TABLE>
<CAPTION>


EXHIBIT NO.    DESCRIPTION
----------     -------------------------------------------------------------------------
<S>                                                 <C>
s
4.6            Guaranty and Pledge Agreement, dated May 8, 2001. (2)

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

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

(1)  Filed herewith, and incorporated by reference.

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

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

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

(5)  Filed with the Commission on May 8, 2002, and incorporated by reference.

(6)  Filed with the Commission on May 23, 2002 and incorporated by reference.

(7)  Filed with the Commission on August 19, 2002 and incorporated by reference.

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

(9)  Filed with the Commission on July 12, 2002 as an attachment to our Form 8-K
     and incorporated by reference.

(b) Reports on Form 8-K

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


                                       16


<PAGE>
                                   SIGNATURES

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

Dated:   May 28, 2003                    CENTRAL WIRELESS, INC.

                                         By:      /S/ KENNETH W. BRAND
                                                  -----------------------
                                                      Kenneth W. Brand
                                                      Chief Executive Officer


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report of Central Wireless,  Inc. (the
"Company")  on Form 10-QSB for the period ended March 31, 2003 as filed with the
Securities and Exchange  Commission on the date hereof (the  "Report"),  each of
the  undersigned,  in the capacities and on the dates  indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

          1. The Report fully complies with the requirements of Section 13(a) or
     15(d) of the Securities Exchange Act of 1934; and

          2. The  information  contained in the Report fairly  presents,  in all
     material respects,  the financial condition and results of operation of the
     Company.



/S/ KENNETH W. BRAND
-------------------------------
Kenneth W. Brand
Chief Executive Officer and
Acting Chief Financial Officer


                                       17




<PAGE>




                              OFFICER'S CERTIFICATE
                             PURSUANT TO SECTION 302

     The undersigned Chief Executive  Officer of Central Wireless,  Inc., hereby
certifies that:

     1. he has reviewed the report;

     2. based on his knowledge, the report does not contain any untrue statement
of a material fact or omit to state a material  fact  necessary in order 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 the report;

     3. based on his knowledge,  the financial  statements,  and other financial
information included in the report,  fairly present in all material respects the
financial  condition,  results of operations and cash flows of the issuer as of,
and for, the periods presented in the report;

     4. he and the other certifying officers:

          a.  are  responsible  for  establishing  and  maintaining  "disclosure
     controls and  procedures" (a  newly-defined  term reflecting the concept of
     controls and procedures related to disclosure embodied in Section 302(a)(4)
     of the Act) for the issuer;

          b. have designed  such  disclosure  controls and  procedures to ensure
     that material  information is made known to them,  particularly  during the
     period in which the periodic report is being prepared;

          c.  have  evaluated  the  effectiveness  of  the  issuer's  disclosure
     controls  and  procedures  as of a date  within 90 days prior to the filing
     date of the report; and

     d. have presented in the report their  conclusions  about the effectiveness
of the disclosure controls and procedures based on the required evaluation as of
that date;

     5. he and the other  certifying  officers  have  disclosed  to the issuer's
auditors  and to the audit  committee  of the  board of  directors  (or  persons
fulfilling the equivalent function):

          a. all significant deficiencies in the design or operation of internal
     controls (a  pre-existing  term  relating to  internal  controls  regarding
     financial  reporting)  which could adversely affect the issuer's ability to
     record,  process,  summarize and report  financial data and have identified
     for the issuer'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  issuer's  internal
     controls; and

     6. he and the  other  certifying  officers  have  indicated  in the  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 their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.




                                                 /S/ KENNETH W. BRAND
                                                ------------------------
                                                     Kenneth W. Brand
                                                     Chief Executive Officer

                                       18

<PAGE>

                              OFFICER'S CERTIFICATE
                             PURSUANT TO SECTION 302

     The undersigned Chief Financial  Officer of Central Wireless,  Inc., hereby
certifies that:

     1. he has reviewed the report;

     2. based on his knowledge, the report does not contain any untrue statement
of a material fact or omit to state a material  fact  necessary in order 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 the report;

     3. based on his knowledge,  the financial  statements,  and other financial
information included in the report,  fairly present in all material respects the
financial  condition,  results of operations and cash flows of the issuer as of,
and for, the periods presented in the report;

     4. he and the other certifying officers:

          a.  are  responsible  for  establishing  and  maintaining  "disclosure
     controls and  procedures" (a  newly-defined  term reflecting the concept of
     controls and procedures related to disclosure embodied in Section 302(a)(4)
     of the Act) for the issuer;

          b. have designed  such  disclosure  controls and  procedures to ensure
     that material  information is made known to them,  particularly  during the
     period in which the periodic report is being prepared;

          c.  have  evaluated  the  effectiveness  of  the  issuer's  disclosure
     controls  and  procedures  as of a date  within 90 days prior to the filing
     date of the report; and

          d.  have  presented  in  the  report  their   conclusions   about  the
     effectiveness  of the  disclosure  controls  and  procedures  based  on the
     required evaluation as of that date;

     5. he and the other  certifying  officers  have  disclosed  to the issuer's
auditors  and to the audit  committee  of the  board of  directors  (or  persons
fulfilling the equivalent function):

          a. all significant deficiencies in the design or operation of internal
     controls (a  pre-existing  term  relating to  internal  controls  regarding
     financial  reporting)  which could adversely affect the issuer's ability to
     record,  process,  summarize and report  financial data and have identified
     for the issuer'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  issuer's  internal
     controls; and

     6. he and the  other  certifying  officers  have  indicated  in the  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 their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.




                                        /S/ KENNETH W. BRAND
                                        ------------------------------
                                            Kenneth W. Brand
                                            Acting Chief Financial Officer




                                       19

<PAGE>