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 JUNE 30, 2004

|_|   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       (I.R.S. Employer Identification Number)
    of incorporation or organization)


                2040 BISPHAM RD, SARASOTA, FL                      34231
                -----------------------------                      -----
           (Address of principal executive offices)              (Zip Code)

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


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

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

      As of August 9, 2004, there were 821,492,452 shares outstanding of
issuer's common stock.


                                       1
<PAGE>
                                     PART I


ITEM 1.  FINANCIAL STATEMENTS

                             CENTRAL WIRELESS, INC.
                            CONDENSED BALANCE SHEET
                                  (UNAUDITED)

                                                  ASSETS
                                                                    June 30,
                                                                      2004
                                                                  -----------
Current assets
    Cash                                                          $    17,684
    Accounts receivable-related party                                 841,330
    Inventory                                                         127,750
    Prepaid expense and other current assets                           11,053
                                                                  -----------
      Total current assets                                            997,817

Investment in Alliance Towers, Inc.                                 1,900,000
                                                                  -----------

Total assets                                                      $ 2,897,817
                                                                  ===========

                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accounts payable and accrued liabilities                      $   847,721
    Due to stockholder                                                 20,883
    Convertible debentures - current portion, net of
      discounts on conversion features                                616,682
                                                                  -----------
         Total current liabilities                                  1,485,286

    Convertible debentures - long-term portion, net of
      discounts on conversion features                                366,226
                                                                  -----------

Total liabilities                                                   1,851,512

Commitments and contingencies                                              --

Stockholders' equity
    Preferred stock; no par value; 10,000,000 shares
      authorized, no shares issued an outstanding                          --
    Common stock; $0.001 par value; 2,000,000,000 shares
      authorized, 821,492,452 shares issued and outstanding           821,492
    Additional paid-in capital                                      7,649,076
    Accumulated other comprehensive income                           (100,000)
    Accumulated deficit                                            (7,324,263)
                                                                  -----------
      Total stockholders' equity                                    1,046,305
                                                                  -----------

Total liabilities and stockholders' equity                        $ 2,897,817
                                                                  ===========


                 The Accompanying Notes are an integral part of
                      these Condensed Financial Statements


                                       2
<PAGE>

<TABLE>
<CAPTION>

                             CENTRAL WIRELESS, INC.
                       CONDENSED STATEMENTS OF OPERAIONTS
                                   (UNAUDITED)

                                                         For the three months                For the six months
                                                            ended June 30                       ended June 30,
                                                      ------------------------------    ------------------------------
                                                          2004             2003              2004             2003
                                                      -------------    -------------    -------------    -------------

<S>                                                         <C>        <C>              <C>              <C>
Revenues                                                    127,500    $          --    $     329,577    $          --

Cost of sales                                                 5,599               --          173,332               --
                                                      -------------    -------------    -------------    -------------

   Gross loss                                               121,901               --          156,245               --

Operating expenses
   General and administrative expenses
     Professional and consulting                             23,500          891,946           56,250        1,036,459
     Other general and administrative                       127,109           46,819          217,380          110,368
                                                      -------------    -------------    -------------    -------------
   Total general and administrative expenses                150,609          938,765          273,630        1,146,827

Loss from operations                                        (28,708)        (938,765)        (117,385)      (1,146,827)

Other income (expense)
   Interest expense                                         (58,620)        (218,994)         (91,013)        (353,154)
   Other income                                                  --                4               --                8
                                                      -------------    -------------    -------------    -------------

Loss before provision for income taxes                      (87,328)      (1,157,755)        (208,398)      (1,499,973)

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

Net loss                                                    (87,328)      (1,157,755)        (208,398)      (1,499,973)
                                                      -------------    -------------    -------------    -------------

Other comprehensive income (loss), net of tax
   Unrealized gain (loss) on investment in Alliance
     Towers, Inc.                                          (100,000)       1,000,000       (2,100,000)       8,000,000
                                                      -------------    -------------    -------------    -------------

Total comprehensive income (loss)                     $    (187,328)   $    (157,755)   $  (2,308,398)   $   6,500,027
                                                      =============    =============    =============    =============

Basic and diluted loss per common share               $       (0.00)   $       (0.01)   $       (0.00)   $       (0.01)
                                                      =============    =============    =============    =============

Basic and diluted weighted average
   common shares outstanding                            814,862,863      188,787,476      796,621,348      121,895,473
                                                      =============    =============    =============    =============

</TABLE>

                 The Accompanying Notes are an integral part of
                      these Condensed Financial Statements



                                       3
<PAGE>

<TABLE>
<CAPTION>

                             CENTRAL WIRELESS, INC.
                   CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
                                   (UNAUDITED)

                                              Common Stock                       Accumulated
                                       -------------------------   Additional       Other                         Total
                                        Number of                   Paid-in     Comprehensive   Accumulated   Stockholders'
                                         Shares        Amount       Capital        Income         Deficit       Equity
                                       -----------   -----------   -----------   -----------    -----------    -----------

<S>                                   <C>           <C>           <C>             <C>          <C>              <C>
Balance, December 31, 2003             753,159,566   $   753,159   $ 7,471,943     2,000,000    $(7,115,865)     3,109,237

Common stock issued for services         3,000,000         3,000        21,000            --             --         24,000

Conversion of debentures                65,332,886        65,333       148,183            --             --        213,516

Other comprehensive loss, net of tax            --            --            --    (2,100,000)            --     (2,100,000)

Beneficial conversion feature
 on convertible debentures
 and related warrants                           --            --         7,950            --             --          7,950

Net loss                                        --            --            --            --       (208,398)      (208,398)
                                       -----------   -----------   -----------   -----------    -----------    -----------

Balance, June 30, 2004 (UNAUDITED)     821,492,452   $   821,492   $ 7,649,076   $  (100,000)   $(7,324,263)   $ 1,046,305
                                       ===========   ===========   ===========   ===========    ===========    ===========

</TABLE>

                 The Accompanying Notes are an integral part of
                      these Condensed Financial Statements




                                       4
<PAGE>

<TABLE>
<CAPTION>

                             CENTRAL WIRELESS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                                        For the six months
                                                                           ended June 30,
                                                                      --------------------------
                                                                         2004            2003
                                                                      -----------    -----------

Cash flows from operating activities:
<S>                                                                   <C>            <C>
    Net loss                                                          $  (208,398)   $(1,499,973)
    Adjustments to reconcile net loss to net
     cash used by operating activities:
      Stock based compensation                                             24,000        985,000
      Amortization of discount on convertible debentures                   10,394        295,666
      Beneficial conversion feature on convertible debentures
         and related warrants                                               7,950             --
    Changes in operating assets and liabilities:
      Accounts receivable                                                (318,017)            --
      Prepaid expenses                                                     (6,238)           395
      Costs and estimated earnings in excess of billings
         on uncompleted contracts                                          15,440             --
      Inventory                                                            30,000             --
      Change in accounts payable and accrued expenses                     211,771        126,495
      Change in contract deposits                                              --         34,500
                                                                      -----------    -----------
         Net cash used by operating activities                           (233,098)       (57,917)

Cash flows from financing activities:
    Change in due to stockholder                                           (3,685)            --
    Proceeds from issuance of convertible debentures                      250,000             --
                                                                      -----------    -----------
         Net cash provided by financing activities                        246,315             --
                                                                      -----------    -----------

Net increase (decrease) in cash                                            13,217        (57,917)

Cash, beginning of period                                                   4,467         58,377
                                                                      -----------    -----------

Cash, end of period                                                   $    17,684    $       460
                                                                      ===========    ===========

Supplemental disclosure of cash flow information:
    Cash paid for income taxes                                        $        --    $        --
                                                                      ===========    ===========
    Cash paid for interest                                            $     5,000    $        --
                                                                      ===========    ===========

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

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

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

    Conversion of debentures to common stock                          $   213,516    $        --
                                                                      ===========    ===========

    Accrued interest added to principal on convertible debentures     $    39,888    $        --
                                                                      ===========    ===========

                 The Accompanying Notes are an integral part of
                      these Condensed Financial Statements

</TABLE>

                                       5
<PAGE>

                             CENTRAL WIRELESS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.    BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES

Basis  of  presentation  -  The  accompanying   unaudited   condensed  financial
statements  have been  prepared  in  accordance  with  Securities  and  Exchange
Commission requirements for interim financial statements. Therefore, they do not
include all of the information and footnotes  required by accounting  principles
generally accepted in the United States for complete financial  statements.  The
financial  statements should be read in conjunction with the Form 10-KSB for the
year ended December 31, 2003 of Central Wireless, Inc. (the "Company").

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

The interim  financial  information is unaudited.  In the opinion of management,
all  adjustments  necessary  to present  fairly the  financial  position  of the
Company  as of June 30,  2004  and the  results  of  operations  and cash  flows
presented herein have been included in the financial statements. Interim results
are not necessarily indicative of results of operations for the full year.

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

Concentration - The Company currently has a single contract with Alliance Towers
to assist in the  acquisition of wireless tower sites,  as well as assistance in
engineering,  zoning, and construction of towers on the acquired sites. Accounts
receivable and revenues related to Alliance  Towers,  Inc. are 100% of the total
transaction fees.

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

The Company  issued no stock and granted no warrants or options to employees for
compensation for the six months ended June 30, 2004 and 2003.

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

Inventory  -  Inventory  is  stated  at the  lower  of cost or  market.  Cost is
principally  determined by using the average cost method.  Inventory consists of
disassembled  steel towers held for future  construction  and sale or lease. The
Company's  management  monitors the inventory for excess and obsolete  items and
makes necessary valuation adjustments when required.

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


                                       6
<PAGE>

                             CENTRAL WIRELESS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


2.    ACCOUNTS RECEIVABLE-RELATED PARTY

As of June 30, 2004,  accounts  receivable-related  party totaling $841,330 were
due  from  Alliance.  As  a  general  contractor,   the  Company  completed  the
construction  of a single  tower  during  the six months  ended  June 30,  2004.
Additionally,  the Company has completed  various site acquisitions on behalf of
Alliance.  For the six months  ended June 30, 2004 the entire  revenue  totaling
$329,577 relates to transactions with Alliance.

3.    INVENTORY

In October 2003, the Company issued  400,000,000  shares of the Company's common
stock to a third party for eight steel towers which were  disassembled  and held
by the Company for sale or lease.  During December 2003, the Company constructed
and sold three of the towers to Alliance. The remaining four disassembled towers
total  $120,000  as of June  30,  2004  and are  recorded  as part of  inventory
totaling $127,750.

4.    INVESTMENT IN ALLIANCE TOWERS, INC.

During February 2003, the Company  entered into a Share Exchange  Agreement with
the  Company's  CEO and two other  individuals  whereby  the  Company  agreed to
exchange   100,000,000   unregistered  common  shares  of  Alliance  from  these
individuals in exchange for 100,000,000 shares of the Company's common stock. On
the date of the  transaction  both  Alliance's  and the  Company's  shares  were
trading at $0.02 per share.  Accordingly,  the Company recorded the value of the
investment at $2,000,000. The Company has classified this marketable security as
an available for sale security and  accordingly,  records the investment at fair
market  value,  or  $1,900,000  as of June 30,  2004.  Accordingly,  the Company
recorded  an  unrealized   gain  (loss)  on  investment  in  Alliance   totaling
$(2,100,000)  and  $8,000,000,  which has been  reported as other  comprehensive
income (loss) for the six months ended June 30, 2004 and 2003, respectively.

5.    CONVERTIBLE DEBENTURES, NET OF DISCOUNTS

During April 2004, the Company issued a convertible  debenture totaling $250,000
payable to  investors,  collateralized  by the Company's  assets,  with interest
payable quarterly at a rate of 12%, increasing to 15% on default, maturing April
2006.  The debenture is convertible at the lesser of $0.005 or 50% of the lowest
three  bid  prices  over the  twenty  trading  days  prior to  conversions.  The
debenture has 750,000  attached  warrants to purchase the Company's common stock
at $0.005 per share which vest  immediately  and expire April 2009.  The Company
recorded the estimated value of the conversion  feature and warrants as interest
expense  totaling  $7,950.  The  Company is in default on these  debentures  for
failing  to file a  registration  statement  with the  Securities  and  Exchange
Commission relating to shares issuable under conversion of these debentures.

During the six months  ended June 30, 2004 the  Company  issued  65,332,886  for
conversion of principal totaling $213,516 related to the convertible debentures.

6.    STOCKHOLDERS' EQUITY

During January 2004,  the Company issued  17,027,713 for conversion of principal
on convertible debentures-related parties totaling $66,724.

During February 2004, the Company issued  11,020,415 for conversion of principal
on convertible debentures-related parties totaling $40,034.

During  February 2004, the Company issued  3,000,000  shares of common stock for
services totaling $24,000.

During March 2004, the Company issued  16,235,050 for conversion of principal on
convertible debentures-related parties totaling $53,379.


                                       7
<PAGE>

                             CENTRAL WIRELESS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


6.    STOCKHOLDERS' EQUITY (CONTINUED)

During  April 2004,  the Company  issued  8,340,450  shares of common  stock for
conversion  of  principal on  convertible  debentures-related  parties  totaling
$26,689.

During  May 2004,  the  Company  issued  12,709,258  shares of common  stock for
conversion  of  principal on  convertible  debentures-related  parties  totaling
$26,690.

7.    GOING CONCERN

The Company  incurred a net loss of  approximately  $208,000  for the six months
ended June 30, 2004. The Company's current liabilities exceed its current assets
by  approximately   $487,000.  The  Company  is  currently  in  default  on  all
convertible  debentures as of June 30, 2004.  These factors  create  substantial
doubt about the Company's ability to continue as a going concern.  The Company's
management  plans to  continue to fund its  operations  in the short term with a
combination of debt and equity financing,  as well as revenue from operations in
the long term.

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


                                       8
<PAGE>

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

INTRODUCTORY STATEMENTS

FORWARD-LOOKING STATEMENTS

      This Form 10-QSB contains "forward-looking statements" relating to Central
Wireless,  Inc.  ("Central  Wireless" or the "Company") which represent  Central
Wireless'  current  expectations  or  beliefs  including,  but not  limited  to,
statements  concerning  Central  Wireless'  operations,  performance,  financial
condition and growth.  For this purpose,  any statements  contained in this Form
10-QSB  that  are  not  statements  of  historical   fact  are   forward-looking
statements.  Without  limiting the  generality of the  foregoing,  words such as
"may",  "anticipation",  "intend",  "could",  "estimate",  or  "continue" or the
negative   or  other   comparable   terminology   are   intended   to   identify
forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, such as credit losses, dependence on management and key
personnel, variability of quarterly results, and the ability of Central Wireless
to continue  its growth  strategy and  competition,  certain of which are beyond
Central  Wireless'  control.  Should one or more of these risks or uncertainties
materialize  or  should  the  underlying  assumptions  prove  incorrect,  actual
outcomes  and  results  could  differ  materially  from those  indicated  in the
forward-looking statements.

      Any  forward-looking  statement  speaks  only as of the date on which such
statement is made, and Central  Wireless  undertakes no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on  which  such  statement  is made or to  reflect  the  occurrence  of
unanticipated  events.  New  factors  emerge  from  time to  time  and it is not
possible for  management to predict all of such  factors,  nor can it assess the
impact of each such factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.

GOING CONCERN

      The Company's auditors stated in their reports on the financial statements
of the Company for the period ended  December 31, 2003 and 2002 that the Company
is  dependent  on outside  financing  and has had losses that raise  substantial
doubt about our ability to continue as a going concern. For the six months ended
June 30,  2004 and  2003,  the  Company  incurred  a net  loss of  $208,398  and
$1,499,973  respectively.  Management is 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.  Central Wireless needs outside financing
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. We
do not anticipate hiring additional employees during the remainder of 2004.

DEFAULT ON DEBENTURES

      Central  Wireless is  currently  in default on  approximately  $982,908 in
convertible  debentures  and accrued  interest and the holders of the debentures
have a  security  interest  in all of  Central  Wireless'  assets.  Some  of the
debentures  are in default  for the  Company's  failure to file,  or obtain,  an
effective registration statement with the Securities and Exchange Commission.


                                       9
<PAGE>

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

      The  Company  issued  no stock and  granted  no  warrants  or  options  to
employees for compensation for the six months ended June 30, 2004 and 2003.

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

      INVENTORY  - Inventory  is stated at the lower of cost or market.  Cost is
principally  determined by using the average cost method.  Inventory consists of
disassembled  steel towers held for future  construction  and sale or lease. The
Company's  management  monitors the inventory for excess and obsolete  items and
makes necessary valuation adjustments when required.

      INVESTMENT IN ALLIANCE TOWERS,  INC. - Investment in Alliance Towers, Inc.
("Alliance")  consists  of  available-for-sale   unregistered  common  stock  of
Alliance  Towers,  Inc.  These  securities are valued at current market value as
determined by published market quotes.

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

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

      We consider Central Wireless to be in the early development stage. In 2000
and 2001,  our Company (then e resources  inc)  provided  video  production  and
streaming services and sold healthcare  products over the internet.  Ultimately,
our  businesses  proved  to be  unsuccessful  and in  January  2002,  we  ceased
operations.  We resumed  operations  in July 2002,  after  changing our business
strategy  and  entering  the  telecommunications  industry by  acquiring  assets
consisting  primarily  of nine  contracts  to  build  telecommunications  towers
capable of transmitting broadband, cellular and other wireless signals from KRC.
In July  2002,  we  began  construction  on  three  towers.  Currently,  we have
operations in the greater Sarasota, Florida region, 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 has constructed
and sold materials for four of these towers to Alliance Towers. Central Wireless
does not have plans to use the remaining  materials at any specific locations or
at any specific time,  however,  the Company anticipates that the materials will
be used in Georgia, where the materials are located.


                                       10
<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 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.

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.

LETTER OF AGREEMENT WITH ALLIANCE TOWERS, INC.

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

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.


                                       11
<PAGE>

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 2003

NET LOSS

      The net loss for the six months ended June 30, 2004,  was $208,398  versus
$1,499,973 for the comparable period in 2003. The loss is primarily attributable
to expenses incurred for consulting expenses and operation of the Company during
the first six months of 2004.

REVENUES

      Revenues  for the six  months  ended  June 30,  2004,  were  approximately
$329,577  compared to $0 revenues for the six months  ended June 30,  2003.  The
increase in  revenues  in 2004 was  attributable  to the  completion  of a tower
construction  project  for  Alliance  Towers,  Inc.  We  anticipate  revenues to
continue to grow in the fiscal year ending December 31, 2004.

COST OF SALES

      Cost of revenues for the six months  ended June 30, 2004,  was $173,332 or
53% of revenues. As there was no revenue for the six months ended June 30, 2003,
there were no costs of sales.

GROSS PROFIT

      Gross profit for the six months ended June 30, 2004, was $156,245,  or 47%
of  revenues,  as compared to no gross  profit for the six months ended June 30,
2003.

OPERATING EXPENSES

      Operating  expenses for the six months ended June 30, 2004,  were $273,630
as compared to $1,146,827  for the six months ended June 30, 2003.  The $873,197
decrease  in  operating  expenses  in 2004  was  primarily  attributable  to the
Company's  decrease in  professional  and consulting  expenses to $56,250 in the
2004 period, compared to $1,036,459 in the 2003 period.

      In the six months ended June 30,  2004,  operating  expenses  consisted of
$56,250 of professional  and consulting  fees, and $217,380 of other general and
administrative expenses.

INTEREST EXPENSE

      The Company had interest expense of $91,013 for the six months ending June
30, 2004 compared to $353,154 for the six months ended June 30, 2003.

RESULTS OF  OPERATIONS  FOR THE THREE MONTHS ENDED JUNE 30, 2004 COMPARED TO THE
THREE MONTHS ENDED JUNE 30, 2003

NET LOSS

      The net loss for the three months ended June 30, 2004,  was $87,328 versus
$1,157,755 for the comparable period in 2003. The loss is primarily attributable
to expenses incurred for consulting expenses and operation of the Company during
the first three months of 2004.

REVENUES

      Revenues for the three months ended June 30, 2004, were $127,500  compared
to $0  revenues  for the three  months  ended June 30,  2003.  The  increase  in
revenues in 2004 was  attributable  to the  completion  of a tower  construction
project for Alliance Towers,  Inc. We anticipate revenues to continue to grow in
the fiscal year ending December 31, 2004.


                                       12
<PAGE>

COST OF SALES

      Cost of sales for the three months  ended June 30, 2004,  was $5,599 or 4%
of  revenues.  The low  cost of sales  was  from  site  acquisition  work  being
performed with fewer  subcontractors for the completion of a communication tower
and are not typical of the Company's typical operations.

GROSS PROFIT

      Gross profit for the three months ended June30, 2004, was $121,901, or 96%
of revenues,  as compared to no gross profit for the three months ended June 30,
2003.  The gross profit in the 2004 period was a result of the  completion  of a
communication  tower and additional site acquisition work. and is not typical of
the Company's typical operations.

OPERATING EXPENSES

      Operating expenses for the three months ended June 30, 2004, were $150,609
as compared to $938,765 for the three  months ended June 30, 2003.  The $788,156
decrease  in  operating  expenses  in 2004  was  primarily  attributable  to the
Company's decreased in professional and consulting expenses.

      In the three months ended June 30, 2004,  operating  expenses consisted of
$23,500 of professional  and consulting  fees, and $127,109 of other general and
administrative expenses.

INTEREST EXPENSE

      The Company had interest  expense of $58,620 for the three  months  ending
June 30, 2004 compared to $218,994 for the three months ended June 30, 2003.

      The  Company is in default on its  convertible  debentures  for failing to
file a  registration  statement  with the  Securities  and  Exchange  Commission
relating to shares issuable under conversion of these debentures.

      During February 2003 the Company  entered into a Share Exchange  Agreement
to exchange  100,000,000 shares of Central Wireless common stock for 100,000,000
shares of  Alliance  Towers Inc  common  stock.  On the date of the  transaction
Alliance  Towers,  Inc.  common  stock and Central  Wireless  common  stock were
trading at $0.02 per share.  This transaction has been recorded as an investment
in Alliance  Towers,  Inc. on the Balance Sheet at  $2,000,000  (market value at
time of exchange).  This stock has been classified as a marketable  security and
available for sale security and accordingly,  the Company records the investment
at fair market value,  which is $4,000,000 as of December 31, 2003.  The Company
had recorded an unrealized gain on the investment totaling $2,000,000, which had
been reported as other comprehensive income. As of June 30, 2004 this investment
has a fair  market  value of  $1,900,000.  As a result of the  decrease  in fair
market  value,  the asset has been  reduced to  reflect  its fair  market  value
$1,900,000 as of June 30, 2004.

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
third and fourth quarters of the year.

      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 Carolina and South Carolina,
Louisiana,  as well as Florida. The licensing in these states will allow Central
Wireless to directly  perform many of the tasks previously  subcontracted.  Upon
the completion of the licensing process, we intend to complete the qualification
processes  to allow  Central  Wireless to bid and  execute  work for other firms
involved in E-911 equipment installation.

      The site  acquisition,  zoning and  engineering  side of the business will
continue to be an area of focus.  We believe that the bundling of these services
along with the  general  contracting  services  will  allow us to provide  total
turnkey solutions to our customers.


                                       13
<PAGE>

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

      Central  Wireless  continues to perform site  acquisition and construction
services  for  Alliance  Towers.  Pursuant  to the  agreement,  Alliance  Towers
construction plans would include Central Wireless doing the site acquisition for
the Company and also  construction  management  of the tower(s)  being built for
Alliance  Towers.  Estimated  revenues from each tower  include  $8,500 for site
acquisition,  $1,500 to $5,000  for zoning  services  and  $20,000  construction
management  fee,  for a total of  approximately  $30,000 to  $33,500  per tower.
During February 2004, the Company  completed the  construction of a fourth tower
for Alliance Towers,  recognizing  revenue and cost of revenue totaling $170,923
and $152,580, respectively.

      Based on our lack of  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 its revenue,
the Company may be forced to cease operations.

TOWER AGREEMENTS

      We currently have six agreements  with Alliance  Towers and two agreements
with  Sharon  R.  Hetman,  our  Company  Secretary  and  a  director,  to  build
telecommunications  towers,  and one agreement to construct a tower that Central
Wireless will own. These agreements generally have the following terms:

      -     TERM. The agreements generally have a one-year term.

      -     PAYMENT.  Customers are generally required to pay a deposit to cover
            zoning and licensing  costs when the  agreement is signed,  and make
            scheduled payments during the construction process.

      -     TERMINATION.  The agreements can be terminated by the customer,  for
            inability to obtain licenses, permits, or other regulatory approval,
            if the tower would be  impractical  for  economic  or  technological
            reasons,  or for  other  reasons,  upon 30 days  notice  to  Central
            Wireless.

LIQUIDITY AND CAPITAL REQUIREMENTS

WORKING CAPITAL

      The  Company  had a net  working  capital  deficit  on  June  30,  2004 of
$487,469, current assets as of June 30, 2004 consisted of cash equaling $17,648,
accounts  receivable  from  Alliance  Towers  of  $841,330,  inventory  equaling
$127,750  and prepaid  expenses  and other  current  assets of $11,053.  Current
liabilities  consisted of $847,721 of accounts payable and accrued  liabilities,
$20,883 due to a  stockholder  and  $616,682 of current  portion of  convertible
debentures. Cash on hand as of August 9, 2004 is $3,631.

CASH FLOW FROM OPERATING ACTIVITY

      Net cash used by  Operating  Activities  for the six months ended June 30,
2004 was  $233,098  compared to net cash used for the six months  ended June 30,
2003 of  $57,917.  There was an  increase  in cash used from  operations  in the
current  period  over the  prior  period  due to  decreased  use of stock  based
compensation  and a lower loss for first  quarter  2004  compared  to 2003.  Not
collecting  accounts  receivable is a significant  cause for the increased  cash
being used.

CASH FLOW FROM INVESTING ACTIVITY

      For the six  months  ended  June  30,  2004  net  cash  used by  investing
activities was $0 compared to $0 for the same period in 2003.

CASH FLOW FROM FINANCING ACTIVITY

      Cash flows from  financing  activities  for the six months  ended June 30,
2004 and 2003 were  $246,315 and $0. Cash used for the six months ended June 30,
2004, was from reimbursement of funds to a stockholder and cash received from an
issuance of a convertible debenture.


                                       14
<PAGE>

      Central Wireless entered into a Securities Purchase Agreement on April 30,
2004 with AJW  Qualified  and AJW  Offshore,  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 Fifty Thousand
Dollars  ($250,000) of 12% convertible  debentures from the Company and warrants
to purchase  Seven  Hundred  Fifty  Thousand  (750,000)  shares of the Company's
common stock.  The convertible  debentures have a two-year term and the warrants
would have to be exercised within five (5) years from the date of issuance at an
exercise price of $0.005.  The  debentures are  convertible at the lesser of (i)
$0.005 and (ii) 50% of the  average of the three (3)  lowest  intra-day  trading
prices  during the twenty  (20)  trading  day period  ending one (1) trading day
prior to the date a conversion  notice is sent by the holder.  The Company is in
default on these  debentures for failing to file a  registration  statement with
the  Securities  and  Exchange  Commission  relating  to shares  issuable  under
conversion of these debentures.

      During the six months ended June 30, 2004,  convertible debt in the amount
of  $213,515.52  was  converted  to common  stock  resulting  in the issuance of
65,332,886  shares  of our  common  stock.  As of June  30,  2004,  $982,908  in
convertible  debentures  remain  outstanding.  Of  this  amount,   approximately
$982,908  is in  default  as of August  9,  2004.  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 an 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  are  required  to
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 investors'  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. In fact, Central
Wireless has been in  discussions  with the  investors  under the Equity Line of
Credit concerning terminating the Equity Line of Credit.

      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  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.

ITEM 3.  CONTROLS AND PROCEDURES

(A)   EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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


                                       15
<PAGE>

(B)   CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

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


                                       16
<PAGE>

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

         None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

      During  the  first  quarter  of 2004,  convertible  debt in the  amount of
$160,136.64  was  converted  into common  stock,  resulting  in the  issuance of
44,283,178 shares of our common stock.  Between March 31, 2004 and May 12, 2004,
convertible  debt in the amount of  $53,378.88  has been  converted  into common
stock,  resulting in the issuance of 21,049,708  shares of our common stock. The
issuances included the following:

      On  January  6,  2004 the  company  issued  2,695,902  for  conversion  of
principal on convertible debentures totaling $13,344,72.

      On  January  8,  2004 the  company  issued  3,511,768  for  conversion  of
principal on convertible debentures totaling $13,344,72.

      On January  14,  2004 the  company  issued  7,213.362  for  conversion  of
principal on convertible debentures totaling $26,689.44.

      On January  29,  2004 the  company  issued  3,606,681  for  conversion  of
principal on convertible debentures totaling $13,344,72.

      On  February  5, 2004 the  company  issued  3,606,681  for  conversion  of
principal on convertible debentures totaling $13,344,72.

      On  February  9, 2004 the  company  issued  7,413,734  for  conversion  of
principal on convertible debentures totaling $26,689.44.

      On March 1, 2004 the company issued  4,304,748 for conversion of principal
on convertible debentures totaling $13,344,72.

      On March 4, 2004 the company issued  4,304,748 for conversion of principal
on convertible debentures totaling $13,344,72.

      On March 29,2004 the company issued  7,625,554 for conversion of principal
on convertible debentures totaling $26,689.44.

      On April 20, 2004 the company issued 8,340,450 for conversion of principal
on convertible debentures totaling $26,689.44.

      On May 6, 2004 the company  issued  12,709,258 for conversion of principal
on convertible debentures totaling $26,689.44.

      There have been no other issuances of unregistered securities from July 1,
2004 through August 9, 2004.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

      As of August 9, 2004,  $982,908  in  debentures,  plus  accrued and unpaid
interest was due, and Central  Wireless was in default on payment of $982,908 of
these debentures.  Because we are in default under the debenture  agreements and
other conditions  exist as defined in the agreements,  a penalty may apply which
would  increase  the  amount  due by at  least  30%  in  excess  of the  amounts
previously due under the agreement. We have not paid the principal, interest and
penalties we owe under these debentures, and we do not have the money to pay off
the outstanding balances of the debentures.  The Investors have not given notice
to us of  collection  proceedings  or other  actions  they  intend  to take with
respect to the unpaid amounts.


                                       17
<PAGE>

      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,   the  Investors  may  exercise  their  rights  under  the  security
agreements,  including the right to take  possession  of our assets,  sell those
assets, and apply the proceeds of such sales to pay down the outstanding balance
of the  debentures.  The Investors  have not given us notice that they intend to
take action under the security agreements;  however, they have the right to take
action at any time they  choose.  If the  Investors  decide to  foreclose on our
assets,  we would not be able to prevent the foreclosure,  resulting in the sale
of some or all of our assets. In such event, persons purchasing our common stock
could lose their entire investment.

THE INVESTORS

      Our lenders are the Investors, a group of four accredited investors who as
of August 9,  2004,  have  purchased  an  aggregate  of  $1,825,000  in  secured
convertible  debentures  and  warrants  from  Central  Wireless  under  the 2001
Securities  Purchase  Agreement,  the Letter  Agreement and the 2002  Securities
Purchase Agreement,  August 2003 Securities Purchase  Agreements,  December 2003
Securities  Purchase Agreement and the April 2004 Securities Purchase Agreement.
All of the proceeds received 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,  August 2003 Securities Purchase  Agreements,  December 2003
Securities  Purchase Agreement and the April 2004 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 June  30,  2004,  we have  sold  an  aggregate  of
$1,825,000 in secured  convertible  debentures  to the Investors  under the 2001
Securities  Purchase  Agreement,  the Letter  Agreement and the 2002  Securities
Purchase Agreement,  August 2003 Securities Purchase  Agreements,  December 2003
Securities  Purchase  Agreement,  and the April  30,  2004  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  became due on March 29,
2003;  $200,000 in principal plus accrued  interest became due on July 12, 2003;
and $200,000 in  principal  plus accrued  interest  became due on September  12,
2003.  Outstanding  principal as of August 10, 2004 that is currently in default
is $982,908. Of the debentures,  $135,525 were due August 2002, $20,000 were due
April  2003,  $45,417  were due July 2003,  $191,429  were due  September  2003,
$200,000  were due December  2003 and  $250,000 due April 2006.  In addition the
following outstanding balances are not currently in default, $200,000 due August
2004, $125,000 due December 2005 and $250,000 due April 2006.

      -  DEBENTURES  - All  Debentures,  which were  issued in 2003 and 2004 are
currently  in default.  The  Investors  have not  informed us of any  collection
proceedings  or other  actions  they  intend to take with  respect to the unpaid
amounts.

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

      -  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 the Investors is adjustable  upon the issuance of dividends,
the  distribution of assets,  mergers,  consolidations,  recapitalizations,  and
similar events.

      -  DIVIDENDS  - We  cannot  distribute  dividends  in  shares  of stock or
repurchase our shares without obtaining the Investors' prior written consent.  -
Borrowings - In general,  we cannot borrow from sources other than the Investors
while the debentures are  outstanding,  without  obtaining the Investors'  prior
written consent.


                                       18
<PAGE>

      - 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 either 30% or 50% 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 Securities
and Exchange 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 SEC does not declare the registration  statement effective within 90 days of
the date of the  debentures  and  warrants  were  issued.  The  Company  filed a
registration  statement  on Form  SB-2  on  December  31,  2003.  However,  this
registration  statement  has not been  declared  effective  by the SEC and it is
unlikely it will be declared  effective unless it is significantly  amended.  In
addition,  the Company has not filed a  registration  statement  relating to the
$250,000 of debentures issued in April 2004.

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

      - SECURITY - We granted the Investors a first priority  security  interest
in  substantially  all of our  assets to secure our  obligations  under the 2001
Securities  Purchase  Agreement,  the  Letter  Agreement,  the  2002  Securities
Purchase Agreement,  the August 2003 Securities Purchase Agreement, the December
2003  Securities  Purchase  Agreement  and the April  2004  Securities  Purchase
Agreement.


                                       19
<PAGE>

      - 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 June  30,  2004,  we  have  sold  warrants  for an
aggregate of 2,327,500  shares of common stock to the  Investors  under the 2001
Securities  Purchase  Agreement,  the  Letter  Agreement,  the  2002  Securities
Purchase Agreement,  the August 2003 Securities Purchase Agreement, the December
2003  Securities  Purchase  Agreement  and the April  2004  Securities  Purchase
Agreement.

      -  EXPIRATION  DATE - Warrants to purchase  15,000  shares of common stock
expired May 8, 2004;  warrants to purchase 15,000 shares of common stock expired
July 30,  2004;  warrants to purchase  2,500 shares of common stock 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; warrants to purchase 40,000 shares of common stock expire December 31,
2005;  warrants to purchase  800,000  shares of common stock  expire  August 19,
2008;  warrants to purchase 625,000 shares of stock expire on December 15, 2003,
warrants to purchase 750,000 shares of common stock expire on April 30, 2009.

      - 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  August  2003  Securities  Purchase
Agreement  and the December 2003  Securities  Purchase  Agreement is $0.01.  The
exercise price for the warrants issued under the April 2004 Securities  Purchase
Agreement is $0.005.

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

         None.

ITEM 6.  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
                  Chrismon(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,  filed
                  with the Utah Secretary of State on February 7, 2000(8)

3.5               Articles of Amendment to the Articles of Incorporation,  filed
                  with the Utah Secretary of State on March 24, 2000(8)

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


                                       20
<PAGE>

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(11)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4.19              Letter Agreement, dated November 5, 2002(12)

4.20              Securities Purchase Agreement, dated August 19, 2003(11)

4.21              Form  of  Secured  Convertible  Debenture,  dated  August  19,
                  2003(11)

4.22              Form of Stock Purchase Warrant, dated August 19, 2003(11)

4.23              Registration Rights Agreement, dated August 19, 2003(11)

4.24              Security Agreement, dated August 19, 2003(11)

4.25              Intellectual  Property  Security  Agreement,  dated August 19,
                  2003(11)

4.26              Registration Rights Agreement, dated October 24, 2003(11)


                                       21
<PAGE>

4.27              Private Equity Line Funds Escrow Agreement,  dated October 24,
                  2003(11)

4.28              Private  Equity Line of Credit  Agreement,  dated  October 24,
                  2003(11)

4.29              Securities Purchase Agreement, dated December 15, 2003(13)

4.30              Form of Secured  Convertible  Debenture,  dated  December  15,
                  2003(13)

4.31              Form of Stock Purchase Warrant, dated December 15, 2003(13)

4.32              Registration Rights Agreement, dated December 15, 2003(13)

4.33              Security Agreement, dated December 15, 2003(13)

4.34              Intellectual  Property Security Agreement,  dated December 15,
                  2003(13)

4.35              Securities Purchase Agreement, dated April 30, 2004(15)

4.36              Form  of  Secured  Convertible  Debenture,   dated  April  30,
                  2004(15)

4.37              Form of Stock Purchase Warrant, dated April 30, 2004(15)

4.38              Registration Rights Agreement, dated April 30, 2004(15)

4.39              Security Agreement, dated April 30, 2004(15)

4.40              Intellectual Property Security Agreement, dated April 30,
                  2004(15)

14.1              Code of Ethics(14)

31.1              Certification by Chief Executive  Officer/Principal  Financial
                  Officer  pursuant  to  15  U.S.C.  Section  7241,  as  adopted
                  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(16)

32.1              Certification   by  Chief  Executive   Officer  and  Principal
                  Financial  Officer  pursuant  to 18 U.S.C.  Section  1350,  as
                  adopted pursuant to Section 906 of the  Sarbanes-Oxley  Act of
                  2002(16)

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(10)

99.2              Letter  of  Agreement  between  Central  Wireless,   Inc.  and
                  Alliance Towers, Inc.(14)

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

(1)   Filed with the Commission on August 29, 2003 as an attachment to your Form
      SB-2 and incorporated herein 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.
(10)  Filed with the  Commission  on March 6, 2003 as an  attachment to our Form
      8-K and incorporated by reference.
(11)  Filed with the  Commission  on November 18, 2003 as an  attachment  to our
      Form 10-QSB and incorporated by reference.
(12)  Filed with the Commission on December 9, 2002 as an attachment to our Form
      SB-2/A and incorporated by reference.


                                       22
<PAGE>

(13)  Filed with the  Commission  on December 31, 2003 as an  attachment  to our
      Form SB-2 and incorporated by reference.
(14)  Filed with the Commission on April 16, 2004 as an attachment to our Annual
      Report on Form 10-KSB for the fiscal year ended  December  31,  2003,  and
      incorporated by reference.
(15)  Filed with the  Commission  on May 17, 2004 as an  attachment  to our Form
      10-QSB and incorporated by reference.
(16)  Provided herewith.

      (B)   REPORTS ON FORM 8-K.

         None.

                                   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:   August 13, 2004                  CENTRAL WIRELESS, INC.

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


                                       23