UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  AMENDMENT TO
                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 2003

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

             For the transition period from _________ to __________.

                          Commission File No. 033-14065

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

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

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

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

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

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

      As of November 13, 2003, there were 714,287,251 shares outstanding of
issuer's common stock.

<PAGE>

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

                             CENTRAL WIRELESS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS
                                TABLE OF CONTENTS

                                                                            PAGE

ACCOUNTANTS' REVIEW REPORT                                                     1

BALANCE SHEET                                                                  2

STATEMENTS OF INCOME                                                           3

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY                                   4

STATEMENTS OF CASH FLOWS                                                       5


                                       i
<PAGE>

October 31, 2003

TO THE BOARD OF DIRECTORS
Central Wireless, Inc.
Sarasota, Florida

ACCOUNTANTS REVIEW REPORT

      We have reviewed the accompanying balance sheet of Central Wireless, Inc.
(a development stage company) as of September 30, 2003, and the related
statements of income for the three and nine months ended September 30, 2003, and
the statements of stockholders' equity and cash flows for the nine months ended
September 30, 2003 in accordance with Statements on Standards for Accounting and
Review Services issued by the American Institute of Certified Public
Accountants. All information included in these financial statements is the
representation of the management of Central Wireless, Inc.

      A review consists principally of inquiries of company personnel and
analytical procedures applied to financial data. It is substantially less in
scope than an audit in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

      Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to be
in conformity with accounting principles generally accepted in the United States
of America.

      The balance sheet as of December 31, 2002 and the statement of changes in
stockholders' equity for the year ended December 31, 2002 of Central Wireless,
Inc. and subsidiaries was audited by other auditors, and they have expressed an
unqualified opinion on it in their report dated March 5, 2003, but they have not
performed any auditing procedures since that date. The consolidated statements
of income and cash flows for the three and nine months ended September 30, 2002
of Central Wireless, Inc. and subsidiaries were reviewed by other accountants,
whose report stated that they were not aware of any material modifications that
should be made to those statements in order for them to be in conformity with
generally accepted accounting principles.

      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.

      Certain conditions indicate that the Corporation may be unable to continue
as a going concern. The accompanying financial statements do not include any
adjustments to the financial statements that might be necessary should the
Corporation be unable to continue as a going concern.

/s/ Bobbitt, Pittenger & Company, P.A.

Certified Public Accountants

Sarasota, Florida

                                       1
<PAGE>

                             CENTRAL WIRELESS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                  BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                           September 30,     December 31,
                                                                                               2003              2002
                                                                                           -------------     ------------
                                                                                                             (consolidated)
<S>                                                                                        <C>               <C>
                                ASSETS
Cash                                                                                       $       148       $    58,377
Accounts receivable                                                                              1,000
Prepaid expenses                                                                                 6,853             2,000

    TOTAL CURRENT ASSETS                                                                         8,001            60,377

Tower site and improvement costs                                                               135,000           135,000
                                                                                           -----------       -----------

                                                                                           $   143,001       $   195,377
                                                                                           ===========       ===========
                  LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Accounts payable                                                                         $    70,954       $    60,152
  Accrued expenses                                                                             161,414           284,099
  Accrued interest                                                                             186,052
  Contract deposits                                                                             10,000
  Debentures payable - net of discounts of $66,458 and $526,534, respectively                  859,360           663,620
                                                                                           -----------       -----------

    TOTAL LIABILITIES                                                                        1,287,780         1,007,871

STOCKHOLDERS' EQUITY
  Common stock - authorized 250,000,000 shares; par value $.001; issued and
    outstanding, 248,875,000 at September 30, 2003 and 6,127,122 at December 31, 2002          248,875             6,127
  Preferred stock - authorized 10,000,000 shares; no shares issued or outstanding
    Treasury stock                                                                             (20,000)          (20,000)
  Additional paid-in capital                                                                 4,829,886         3,549,798
  Accumulated deficit prior to re-entering development stage                                (3,557,147)       (3,557,147)
  Accumulated deficit since re-entering development stage                                   (2,646,393)         (791,272)
                                                                                           -----------       -----------

    TOTAL STOCKHOLDERS' EQUITY                                                              (1,144,779)         (812,494)
                                                                                           -----------       -----------

                                                                                           $   143,001       $   195,377
                                                                                           ===========       ===========
</TABLE>

                         See Accountants' Review Report.


                                       2
<PAGE>

                             CENTRAL WIRELESS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                               Nine months         Three months     Nine months      Three months
                                                  ended               ended            ended             ended
                                              September 30,       September 30,     September 30,     September 30,
                                                  2003                2003              2002              2002
                                             -------------       -------------       -----------       ---------
                                                                                   (Consolidated)    (Consolidated)
<S>                                          <C>                 <C>                 <C>               <C>
INCOME
  Site acquisition                           $      25,500       $      25,500       $                 $
                                             -------------       -------------       -----------       ---------
  Interest                                               8
                                                    25,508              25,500

EXPENSES
  General and administrative                       228,573             122,830           307,881         280,000
  Interest                                         531,564             178,410
  Professional                                   1,109,558             111,798
  Site acquisition                                  10,934               8,109
                                             -------------       -------------       -----------       ---------

                                                 1,880,629             421,147           307,881         280,000
                                             -------------       -------------       -----------       ---------

LOSS FROM CONTINUING OPERATIONS BEFORE,
  INCOME TAXES                                  (1,855,121)           (395,647)         (307,881)       (280,000)

INCOME TAXES
                                             -------------       -------------       -----------       ---------

DISCONTINUED OPERATIONS:
  Loss from operations of discontinued
    divisions, net of tax                                                               (240,545)
                                             -------------       -------------       -----------       ---------

NET LOSS                                     $  (1,855,121)      $    (395,647)      $  (548,426)      $(280,000)
                                             =============       =============       ===========       =========

NET LOSS PER SHARE
  Continuing operations                      $        0.01       $        0.01       $       .10       $     .05
  Discontinued operations                                                                    .08
                                             -------------       -------------       -----------       ---------
                                             $        0.01       $        0.00       $       .18       $     .05
                                             =============       =============       ===========       =========

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING                                  159,895,770         235,979,810         3,128,570       6,233,511
                                             =============       =============       ===========       =========
</TABLE>

                         See Accountants' Review Report.


                                       3
<PAGE>

                             CENTRAL WIRELESS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                         Additional                          Retained
                                         Common           Paid-in          Treasury          Earnings
                                          Stock           Capital            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           57,600           970,500                                             1,028,100

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

Stock issued in site acquisition            1,600            28,800                                                30,400

Conversion of debentures                   83,548           380,788                                               464,336

Net loss                                                                                     (1,855,121)       (1,855,121)
                                        ---------       -----------       -----------       -----------       -----------

BALANCE, September 30, 2003             $ 248,875       $ 4,829,886       $   (20,000)      $(6,203,540)      $(1,144,779)
                                        =========       ===========       ===========       ===========       ===========
</TABLE>

                         See Accountants' Review Report.


                                       4
<PAGE>

                             CENTRAL WIRELESS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                           For the nine months ended
                                                                                                 September 30,
                                                                                          ---------------------------
                                                                                              2003            2002
                                                                                          -----------       ---------
                                                                                                          (Consolidated)
<S>                                                                                       <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                                $(1,855,121)      $(548,426)
  Adjustments to reconcile net loss to net cash used by operating activities:
    Depreciation and amortization                                                                               1,479
    Loss on disposal of assets                                                                                  5,987
    Bad debt expense                                                                                            7,789
    Stock issued for services                                                               1,028,100          24,044
    Stock issued for site acquisition                                                          30,400
    Amortization of equity component of notes payable                                                          53,529
    Amortization of beneficial conversion feature of debentures and related warrants          460,201
    Decrease in operating assets:
      Accounts and notes receivable                                                            (1,000)
      Prepaids                                                                                 (4,853)         (4,400)
    Increase in operating liabilities:
      Accounts payable                                                                         10,802
      Accrued expenses                                                                         63,242         178,348
      Other                                                                                    10,000
                                                                                          -----------       ---------

NET CASH USED BY OPERATING ACTIVITIES                                                        (258,229)       (281,650)
                                                                                          -----------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sales of equipment                                                                             22,000
  Site acquisition deposit                                                                                    (90,000)
                                                                                          -----------       ---------

NET CASH USED BY INVESTING ACTIVITIES                                                                         (68,000)

CASH FLOWS FROM FINANCING ACTIVITIES
  Sale of debentures                                                                          200,000         366,600
  Advances from shareholder                                                                                    25,000
                                                                                          -----------       ---------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                                     200,000         391,600

NET (DECREASE) INCREASE IN CASH                                                               (58,229)         41,950

CASH, at beginning of period                                                                   58,377
                                                                                          -----------       ---------

CASH, at end of period                                                                    $       148       $  41,950
                                                                                          ===========       =========

SUPPLEMENTAL DISCLOSURES:
  Interest paid                                                                           $       --        $      --
                                                                                          ===========       =========

Schedule of non-cash investing and financing transactions:

  Conversion of debentures to common stock                                                $   460,201
                                                                                          ===========

  Common stock issued for services                                                        $ 1,028,100
                                                                                          ===========

  Stock issued in site acquisition                                                        $    30,400
                                                                                          ===========
</TABLE>

                         See Accountants' Review Report.



                                       5
<PAGE>

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

Introductory Statements

      Forward-Looking Statements And Associated Risks

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

      Going Concern

      The Company's auditors stated in their reports on the financial statements
of the Company for the period ended December 31, 2002 and 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 nine months
ended September 30, 2003 and 2002, the Company incurred a net loss of $1,855,121
and $548,426, respectively. The Company had an accumulated deficit since
re-entering the development stage of $2,646,393 as of September 30, 2003.
Management is actively seeking additional tower projects. 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.

      Central Wireless intends to alleviate this concern through external
financing and increasing its revenues. Mainly Central Wireless is relying on the
Equity Line of Credit to provide capital resources until the Company can obtain
significant revenue. Additionally, the Company's construction management
agreement with Alliance Towers is anticipated to provide the following revenue
for each tower: $8,500 for site acquisition, $1,500 to $5,000 for zoning
services and $20,000 for construction management.

      Significant Plant Or Equipment Purchases

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

      Employees

      We currently have two (2) employees Kenneth W. Brand and Steve Troyan, and
one (1) part-time employee, Sharon Hetman, in Sarasota, Florida. We do not
anticipate hiring additional employees during the remainder of 2003.

      Default On Debentures

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

      Recent Accounting Pronouncements

      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.

      Summary Of Significant Accounting Policies

      Cash Equivalents

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


                                       6
<PAGE>

      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

      Central Wireless'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

      Central Wireless 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, or during the first nine months of 2003.

      Stock-Based Compensation

      Central Wireless 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.

      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.

      Financial Instruments

      Management believes that generally the fair value of the Company's notes
payable at September 30, 2003 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. Also, the Company has limited financial resources
and is in default on its notes payable to shareholders and other debentures.
These factors raise substantial doubt


                                       7
<PAGE>

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.

      Overview

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

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

      Telecommunications Towers

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

         On October 14, 2003, the Company entered into an agreement with
Diversified Management, L.L.C. to purchase materials to build eight
telecommunications towers in Georgia. The Company issued 400,000,000 shares of
common stock in exchange for these materials. Central Wireless does not have
plans to use these materials at any specific locations, however, the Company
anticipates that the materials will be used in Georgia, where the materials are
located.

      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 innovative 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.


                                       8
<PAGE>

      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,
and has limited funding, 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 2004

      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
next twelve months.

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

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

      We intend to focus on site acquisition, zoning and the 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 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. After completion of the site acquisition, the preliminary RF
engineering shall be performed to ensure that the site selection is adequate for
the carriers for which the towers are being built. Construction should follow
once the plans and engineering are approved and the required approvals for the
county are completed. The agreement includes site acquisition and zoning
services.

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

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

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

      The survey is complete on the Alliance Project in Terrell County, GA and
the zoning/engineering package has been processed in compliance with the zoning
submittal date and zoning has been approved.

      Surveying is proceeding on 3 additional Alliance Towers sites: Ousley,
Greens Cut and Norman.


                                       9
<PAGE>

      The 2C survey documentation on four Alliance Towers sites have been
received and submitted to the FAA for aeronautical studies and approval: Ousley,
Norman Pineboro and Greens Cut.

      Central Wireless has submitted 4 site data packages for review by Alliance
Towers. These packages contain preliminary design, lease, preliminary
environmental and utility interconnection information, on Ousley, Pineboro,
Norman, and Greens Cut.

      Project Management continues on pre-construction activities for the
Georgetown SC project.

      The historical review for the Sarasota site has been completed and
submitted to the county, and has been approved.

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

      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 nine months ended September 30, 2002 primarily in one line
item as Loss from Operations of Discontinued Divisions. The net loss for the
nine months ended September 30, 2003, was $1,855,121. The net loss for nine
months ended September 30, 2002 was $548,426.

      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.

      Nine Months Ended September 30, 2003 And 2002

      Revenues

      For the nine months ended September 30, 2003 and 2002, our Company had
$25,508 and $0 in revenue respectively. The revenue in the 2003 period was
almost entirely a result of site acquisition work on three tower sites completed
in December 2003.

      Selling, General and Administrative Expenses

      General and administrative expenses were $228,573 and $307,881,
respectively, for the nine month periods ended September 30, 2003 and September
30, 2002. For the nine month period ended September 30, 2003, the Company had
professional expenses of $1,109,558 and site acquisition expenses of $10,934.
During the nine month period ended September 30, 2002, the Company did not have
interest, professional or site acquisition expenses. The amount recognized as
discontinued operations for the nine months ended September 30, 2002 amounted to
a loss of $240,545.

      Interest Expenses

      For the nine months ended September 30, 2003 and September 30, 2002, the
Company had interest expense of $531,564 and $0, respectively.

      Net Loss

      For the nine month period ended September 30, 2003, the Company had a net
loss of $1,855,121, or $0.01 per share, compared to a net loss of $548,426, or
$0.18 per share, for the same period in 2002. While Central Wireless has some
revenue in the 2003 period, the increase in net loss of $1,306,695 was mainly
due to the increase in interest, professional and site acquisition expenses.

      Three Months Ended September 30, 2003 And 2002

      Revenues

      For the three months ended September 30, 2003 and 2002, our Company had
$25,500 and $0 in revenue respectively.


                                       10
<PAGE>

      Selling, General And Administrative Expenses

      For the three months ended September 30, 2003 and 2002, selling, general
and administrative expenses totaled $421,147 and $280,000, respectively. Of this
total, general and administrative expenses were $122,830 and $280,000,
respectively, for the three month periods ended September 30, 2003 and September
30, 2002. For the three month period ended September 30, 2003, this total also
included interest expenses of $178,410, professional expenses of $111,798 and
site acquisition expenses of $8,109. During the three month period ended
September 30, 2002, the Company did not have interest, professional or site
acquisition expenses.

      Net Loss

      For the three month period ended September 30, 2003, the Company had a net
loss of $395,647, compared to a net loss of $280,000 for the same period in
2002. While Central Wireless has some revenue in the 2003 period, the increase
in net loss of $195,647 was mainly due to the increase in interest, professional
and site acquisition expenses, but offset with a decrease in general and
administrative expenses.

      Liquidity and Capital Resources

      Working Capital

      The Company had a net working capital deficit for nine months ended
September 30, 2003 of $1,279,779 versus a net working capital deficit of
$845,925 for September 30, 2002. Cash consisted of $148 as of September 30,
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 through September 30,
2003. 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 September 30, 2003 have caused a deficit in net working capital.

      At September 30, 2003, the Company's current assets were $8,001 compared
to $46,350 at September 30, 2002. The Company's current liabilities as at
September 30, 2003 were $1,287,780 compared to $892,275 at September 30, 2002.
The Company has no assured financial resources available to meet its September
30, 2003 working capital deficit of $1,279,779.

      Cash Flow From Operating Activity

      Net cash used by Operating Activities for the nine months ended September
30, 2003 and 2002 was $258,229 and $281,650 respectively. The use of cash from
operating activities through September 30, 2002 is in connection with the
discontinuation of activities. During the same period of 2003, the use of cash
related to the Company's initial telecommunications activities.

      Cash Flow From Investing Activity

      For nine months ended September 30, 2003, no cash was provided from
investing activities. During the nine months ended September 30, 2002, the cash
flows from investing activities was $68,000 which related to a sale of
Vistastream equipment from our discontinued operations in 2002 and a use of cash
for site acquisition deposit.

      Cash Flow From Financing Activity

      Cash flows from financing activities for the nine months ended September
30, 2003 and 2002 were $200,000 and $391,600 respectively. Cash provided during
the nine months ended September 30, 2003 was due to issuance of debentures. Cash
provided for the nine months ended September 30, 2002, was due to an issuance of
debentures and advances from a stockholder.

      Central Wireless entered into a Securities Purchase Agreement on August
19, 2003 with AJW Qualified Partners, LLC and AJW Offshore, Ltd., which have
previously purchased debentures from the Company. Pursuant to the terms of the
Securities Purchase Agreement, these entities have purchased a total of Two
Hundred Thousand Dollars ($200,000) of 12% convertible debentures from the
Company and warrants to purchase Eight Hundred Thousand (800,000) shares of the


                                       11
<PAGE>

Company's common stock. The convertible debentures have a one-year term and the
warrants would have to be exercised within five (5) years from the date of
issuance at an exercise price of $0.01. The debentures are convertible at the
lesser of (i) $0.005 and (ii) 50% of the average of the three (3) lowest
intraday trading prices during the twenty (20) trading day period ending one (1)
trading day prior to the date a conversion notice is sent by the holder.

      The prior outstanding debentures of the Company 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.

         As disclosed in Note 4 to the Company's December 31, 2002 financial
statements, the Company issued debentures in 2001 and 2002 that were convertible
at a discount to market value. The proceeds of the debenture offerings were
allocated among the debenture payable, the beneficial conversion feature for
each debenture, and the warrants that were issued in connection with the
debentures, based on the relative fair values of each component. The relative
fair values of the beneficial conversion features and warrants were recorded as
discounts to the debentures and amortized over the lives of the debentures by
the interest method. This accounting is in accordance with EITF 00-27. (Note
that the beneficial conversion features associated with the debentures issued in
2001 were amortized to expense over the period to which the debentures were
first convertible in accordance with EITF D-60 before EITF 00-27 was effective.)

         During the third quarter of 2003, convertible debt in the amount of
$153,345 was converted to common stock resulting in the issuance of 25,299,036
shares of our common stock. As of December 15, 2003, for the fiscal year, there
has been convertible debt in the amount of $571,093.40 converted to common stock
resulting in the issuance of 108,541,752 shares of our common stock. As of
December 15, 2003, $944,060.32 in convertible debentures remains outstanding. Of
this amount, approximately $600,000 is in default. Because the holders of the
debentures have a security interest in all of the Company's assets, this default
could result in a foreclosure on our assets and a cease in our operations.

         Central Wireless entered into a Equity Line of Credit on October 24,
2003 with AJW Partners, AJW Qualified, AJW Offshore, New Millennium and
Equilibrium. Under the Equity Line of Credit Agreement, the investors shall
purchase up to Five Million Dollars ($5,000,000) of the Company's common stock
during thirty-six (36) month commitment period. The investors' obligation to
purchase the Company's common stock is subject to certain terms and conditions
contained within the Equity Line of Credit, including that the SEC declare a
registration statement relating to the shares of common stock sold under the
Equity Line of Credit effective. Pursuant to the terms of the Equity Line of
Credit, the Company may sell stock to the investors at a 13% discount to the
average of three (3) lowest intra-day trading prices during the five (5)
consecutive trading day period immediately following an advance notice. The
Company may not submit an advance within ten (10) trading days of a prior
advance notice. There are also limits on the amount of each advance notice.
Based on our current stock price, trading volume and the AJW Entities'
beneficial ownership of our common stock, we can only draw minimal amounts for
every ten (10) trading days.

         There is no guaranty that Central Wireless will be able to obtain
financing from the Equity Line of Credit, or any other sources.

         The Company has incurred significant operating losses. 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.

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

      Risk Factors

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

      We Have Historically Lost Money And Losses May Continue In The Future

      We have historically lost money in prior years. For the nine months ended
September 30, 2003, we sustained losses of $1,855,121. For the nine months ended
September 30, 2002, we had sustained losses of $548,426. 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.


                                       12
<PAGE>

      Risk Factors

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

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

      We have historically lost money in prior years. For the nine months ended
September 30, 2003, we sustained losses of $1,855,121. For the nine months ended
September 30, 2002, we had sustained losses of $548,426. 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, Which Could Severely Impact Our Ability To Continue Operations

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

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

      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%. This penalty is currently being
applied. Our Company has not paid any principal, interest and/or penalties owed
under the convertible debentures, nor do we have the funds available to payoff
the outstanding balances of the convertible debentures. In connection with the
convertible debentures, we entered into security agreements, in which our
Company granted a security interest to the Investors covering substantially all
of our assets. Because we are in default on the convertible debentures, the
Investors may exercise their rights under the security agreements, which include
the right to take possession of our assets, sell such assets, and apply the
proceeds of such sales to pay down the outstanding balance of the convertible
debentures. The Investors have delivered demand letters to our Company with
respect to the current default of these convertible debentures and the
registration of shares of our common stock underlying the convertible debentures
and the penalty provisions contained within the convertible debentures. In the
event the Investors decide to foreclose on our assets, we would not be able to
prevent the foreclosure, resulting in the sale of some or all of our assets. In
such event, we would be forced to reduce or cease our operations. Additionally,
we are required to use 60% of the proceeds under the Equity Line of Credit to
redeem the debentures at a redemption price of 130% of the principal plus
accrued interest.

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

      We had a working capital deficit of $1.3 million for the nine months ended
September 30, 2003, compared to a working capital deficit of $0.8 million for
the nine months ended September 30, 2002. Because of this deficit, our ability
to obtain additional funding will determine our ability to continue as a going
concern. We may experience significant liquidity and cash flow problems if we
are not able to raise additional capital as needed and on acceptable terms. No
assurances can be given that we will be successful in eliminating the working
capital deficit, or reaching and maintaining profitable operations. If the
working capital deficit continues, we may be forced to cease operations.

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

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

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

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

      We Could Fail To Attract Or Retain Key Personnel, Which Could Severely
      Affect Our Ability To Continue Operations

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

                          RISKS RELATED TO OUR INDUSTRY

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

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

ITEM 3. CONTROLS AND PROCEDURES

(A)   Evaluation Of Disclosure Controls And Procedures

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


                                       13
<PAGE>

control objectives. The Company's Principal Executive Officer/Acting Principal
Accounting Officer has concluded that the Company's disclosure controls and
procedures are, in fact, effective at this reasonable assurance level as of the
period covered.

(B)   Changes In Internal Controls Over Financial Reporting

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


                                       14
<PAGE>

                                     PART II

ITEM 1. LEGAL PROCEEDINGS

      None through September 30, 2003. On or about October 23, 2003, Hallett &
Perrin, P.C. has sued the Company in the District Court for the 134th Judicial
District, Dallas County, Texas, claiming $58,016.82 in unpaid legal services.
The Company has entered into a settlement with Hallett & Perrin pursuant to
which the Company has paid the total sum of $45,000 to Hallett & Perrin and the
action was dismissed with prejudice on January 30, 2004.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      During the third quarter of 2003, convertible debt in the amount of
$153,345 was converted into common stock, resulting in the issuance of
25,299,036 shares of our common stock. Through November 3, 2003, convertible
debt in the amount of $504,370 has been converted into common stock, resulting
in the issuance of 83,422,898 shares of our common stock.

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

      On September 26, 2003, 4,861,112 shares were issued to investors pursuant
to the conversion of convertible debentures.

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

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

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

      On August 12, 2003, the Company issued 1,500,000 restricted shares to each
of Michael Delin, Robert Sandburg, Kenneth W. Brand and Steven Troyan in
exchange for accrued and unpaid salary. The stock was priced at its fair market
value, or $0.0115 per share, corresponding to $17,250 of accrued and unpaid
salary for each recipient of the shares of common stock.

      On August 22, 2003, 5,072,462 shares were issued to investors pursuant to
the conversion of convertible debentures.

      On September 22, 2003, 3,336,182 shares were issued to investors pursuant
to the conversion of convertible debentures.

      On October 4, 2003, 3,511,768 shares were issued to investors pursuant to
the conversion of convertible debentures.

      On October 14, 2003, 400,000,000 restricted shares were issued in
accordance to an Asset Purchase Agreement between the Company and Diversified
Management.

      On October 15, 2003, 3,812,776 shares were issued to investors pursuant to
the conversion of convertible debentures.

      On October 24, 2003, 4,043,854 shares were issued to investors pursuant to
the conversion of convertible debentures.

      On November 10, 2003, 4,043,854 shares were issued to investors pursuant
to the conversion of convertible debentures.


                                       15
<PAGE>

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      We have approximately $912,474 in principal amount of convertible
debentures. The interest rate on the debentures is 12% or 15% if the debentures
are in default. Principal in the amount of $274,525 plus accrued interest became
due on May 8, 2002; $272,650 in principal plus accrued interest became due on
July, 30, 2002; $50,000 in principal  plus accrued interest became due on March
29, 2003; $200,000 in principal plus accrued interest became due on July 12,
2003; $200,000 in principal and accrued interest will became due on September
12, 2003 and $200,000 in principal and accrued interest because due on
December 20, 2003. There has been $504,370 in debt converted to common stock as
of November 3, 2003.

      Debentures that have become due prior to October 31, 2003 are currently in
default for nonpayment.

      The debentures are convertible into shares of our commons stock at a
conversion price, which is significantly lower than our common stock's trading
price on the OTCBB at any given time. The conversion price is equal to the
lesser of (i) 50%, multiplied by the average of the lowest three trading prices
for our common stock during the 20 trading days immediately prior to the notice
of conversion, and (ii) a fixed conversion price ranging from $0.60 to $0.005.

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

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

The Investor

      Our lenders are the Investors, a group of four accredited investors who as
of November 3, 2003, have purchased an aggregate of $1,450,000 in secured
convertible debentures and warrants from Central Wireless under the 2001
Securities Purchase Agreement, the Letter Agreement, the 2002 Securities
Purchase Agreement and the 2003 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 November 3, 2003, we have sold an aggregate of
$1,450,000 in secured convertible debentures to the Investors under the 2001
Securities Purchase Agreement, the Letter Agreement, the 2002 Securities
Purchase Agreement and 2003 Security 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 accrued
interest became due on May 8, 2002; $272,650 in principal plus accrued interest
became due on July 30, 2002; $50,000 in principal plus accrued interest becomes
due on March 29, 2003; $200,000 in principal plus accrued interest becomes due
on July 12, 2003; and $200,000 in principal plus accrued interest became due on
September 12, 2003; and $200,000 in principal plus accrued interest becomes due
on December 20, 2003: and $200,000 in principal plus accrued interest will
become due on August 19, 2004.


                                       16
<PAGE>

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

      Conversion Feature - The debentures are convertible into shares of our
common stock at the conversion price, which is calculated using the formula in
the debentures. The conversion price is significantly lower than our common
stock's trading price on the OTCBB at any given time. The conversion price is
equal to the lesser of (i) 50%, multiplied by the average of the lowest three
trading prices for our common stock during the 20 trading days immediately prior
to the notice of conversion, and (ii) a fixed conversion price ranging from
$0.60 to $0.005.

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

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

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

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

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

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

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

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

Covenants and Other Restrictions

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

      As of May 23, 2003, all shares 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
registered shares 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.


                                       17
<PAGE>

      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.

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

Warrants

      - 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. On August 18, 2003, we sold an additional 800,000 warrants.

      - Expiration Date - Warrants to purchase 15,000 shares of common stock
expire May 8, 2004; warrants to purchase 15,000 shares of common stock expire
July 30, 2004; warrants to purchase 2,500 shares of common stock expire March
29, 2005; warrants to purchase 40,000 shares of common stock expire July 12,
2005; and warrants to purchase 40,000 shares of common stock expire September
12, 2005: and warrants to purchase 40,000 shares of common stock expire December
31, 2005. - Exercise Price - The warrants are exercisable for shares of our
common stock at the exercise price, which, for shares sold under the Letter
Agreement and the 2001 Securities Purchase Agreement is calculated by a formula,
and for shares sold under the 2002 Securities Purchase Agreement is a fixed
price of $0.20 per share. The exercise price for shares sold under the Letter
Agreement and the 2001 Securities Purchase Agreement is $0.05 per share. The
exercise price for the warrants issued under the 2003 Securities Purchase
Agreement is $0.01 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.

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

      Pursuant to a definitive information statement, the shareholder of Central
Wireless as of August 13, 2003, approved a proposal to increase the authorized
number of shares of common stock from 250,000,000 shares to 2,000,000,000
shares. The shareholders action was approved by written consent on September 25,
2003, and a corresponding Amendment to Central Wireless' Articles of
Incorporation dated September 25, 2003 was filed with the State of Utah.

ITEM 5. EXHIBITS

      (a) Exhibits.

EXHIBIT NO.  DESCRIPTION
-----------  -----------

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

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


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<PAGE>

EXHIBIT NO.  DESCRIPTION
-----------  -----------

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

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

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

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

3.6          Articles of Amendment to the Articles of Incorporation, filed with
             the Utah Secretary of State on August 21, 2002. (7)

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

3.8          Articles of Amendment to the Articles of Incorporation, filed with
             the Utah Secretary of State in October, 2003. (5)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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<PAGE>

EXHIBIT NO.  DESCRIPTION
-----------  -----------

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

4.20         Securities Purchase Agreement, dated August 19, 2003  (6)

4.21         Form of Secured Convertible Debenture, dated August 19, 2003  (6)

4.22         Form of Stock Purchase Warrant, dated August 19, 2003  (6)

4.23         Registration Rights Agreement, dated August 19, 2003  (6)

4.24         Security Agreement, dated August 19, 2003  (6)

4.25         Intellectual Property Security Agreement, dated August 19, 2003
             (6)

4.26         Registration Rights Agreement, dated October 24, 2003 (6)

4.27         Private Equity Line Funds Escrow Agreement, dated October 24, 2003
             (6)

4.28         Private Equity Line of Credit Agreement, dated October 24, 2003
             (6)

10.1         Asset Purchase Agreement dated October 14, 2003 between the Company
             and Diversified Management, L.L.C.(6)

99.1         Share Exchange Agreement effective as of February 20, 2003 by and
             among Central Wireless, Inc., Kenneth W. Brand, Robert Sandburg and
             Michael Delin. (8)

31.1         Certification of the Chief Executive Officer and Acting Chief
             Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted
             Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (10)

32.1         Certification of the Chief Executive Officer and Acting Chief
             Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted
             Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (10)

----------
(1)   Filed with the Commission on June 13, 2001 as an attachment to our
      Registration Statement on Form SB-2 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 November 17, 2002, and incorporated by
      reference.
(6)   Filed with the Commission on November 17, 2003 as an attachment to our
      Form 10-QSB and incorporated by reference.
(7)   Filed with the Commission on August 29, 2002 and incorporated by
      reference.
(8)   Filed with the Commission on March 6, 2003 as an attachment to our Form
      8-K and incorporated by reference.
(9)   Filed with the Commission on July 2, 2002 as an attachment to our Form 8-K
      and incorporated by reference.
(10)  Provided herewith.

      (b) Reports on Form 8-K.

      On July 17, 2003, Central Wireless filed a Form 8-K/A relating to the
change in the Company's auditors to Bobbitt, Pittenger & Company, P.A.


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<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: March 19, 2004                   CENTRAL WIRELESS, INC.

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


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