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

      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 November 18, 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
                                                                   September 30,
                                                                       2004
                                                                   -----------
Current assets
    Cash                                                           $       726
    Accounts receivable - Related party, net
      of allowance for doubtful accounts of $255,068                   526,075
    Inventory                                                          127,750
    Prepaid expense and other current assets                             3,250
                                                                   -----------
      Total current assets                                             657,801
                                                                   -----------

Total assets                                                       $   657,801
                                                                   ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accounts payable and accrued liabilities                       $   852,283
    Due to stockholder                                                  54,483
    Convertible debentures - current portion, net of
      discounts on conversion features                                 982,908
                                                                   -----------
         Total current liabilities                                   1,889,674

Total liabilities                                                    1,889,674

Commitments and contingencies                                               --

Stockholders' equity
    Preferred stock; no par value; 10,000,000 shares
      authorized, no shares issued and 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
    Investment in Alliance Towers, Inc.                               (100,000)
    Accumulated other comprehensive loss                            (1,900,000)
    Accumulated deficit                                             (7,702,441)
                                                                   -----------
      Total stockholders' equity                                    (1,231,873)
                                                                   -----------

Total liabilities and stockholders' equity                         $   657,801
                                                                   ===========


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

                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                           For the three months               For the nine months
                                                             ended September 30                ended September 30
                                                       ------------------------------    ------------------------------
                                                           2004             2003             2004             2003
                                                       -------------    -------------    -------------    -------------
<S>                                                    <C>              <C>              <C>              <C>
Revenues                                               $      60,185    $      25,500    $     389,762    $      25,500

Cost of sales                                                     --           10,934          173,334           10,934
                                                       -------------    -------------    -------------    -------------

    Gross loss                                                60,185           14,566          216,428           14,566

Operating expenses
    General and administrative expenses
       Professional and consulting                            11,810          113,599           68,060        1,150,058
       Bad debt                                              315,253               --          315,253               --
       Other general and administrative                       59,085          118,205          276,463          228,573
                                                       -------------    -------------    -------------    -------------
    Total general and administrative expenses                386,148          231,804          659,776        1,378,631

Loss from operations                                        (325,963)        (217,238)        (443,348)      (1,364,065)

Other income (expense)
    Interest expense                                         (52,215)        (180,177)        (143,228)        (533,331)
    Other income                                                  --               --               --                8
                                                       -------------    -------------    -------------    -------------

Loss before provision for income taxes                      (378,178)        (397,415)        (586,576)      (1,897,388)

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

Net income (loss)                                           (378,178)        (397,415)        (586,576)      (1,897,388)
                                                       -------------    -------------    -------------    -------------

Other comprehensive income (loss), net of tax
    Unrealized gain (loss) on investment in Alliance
       Towers, Inc.                                       (1,800,000)       1,000,000       (3,900,000)       8,000,000
                                                       -------------    -------------    -------------    -------------

Total comprehensive income (loss)                      $  (2,178,178)   $     602,585    $  (4,486,576)   $   6,102,612
                                                       =============    =============    =============    =============

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

Basic and diluted weighted average
    common shares outstanding                            821,492,452      235,979,810      804,972,230      182,356,858
                                                       =============    =============    =============    =============
</TABLE>

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


                                       3
<PAGE>

                             CENTRAL WIRELESS, INC.
                  CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                      Common Stock
                                                -----------------------   Additional   Investment in
                                                 Number of                 Paid-in       Alliance
                                                  Shares       Amount      Capital     Towers, Inc.
                                                -----------   ---------  -----------   -------------
<S>                                             <C>           <C>        <C>            <C>
Balance, December 31, 2003                      753,159,566   $ 753,159  $ 7,471,943    $ (4,000,000)

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

Conversion of debentures                         65,332,886      65,333      148,183

Other comprehensive loss, net of tax                     --          --           --       3,900,000

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

Net loss                                                 --          --           --              --
                                                -----------   ---------  -----------      ----------
Balance, September 30, 2004 (UNAUDITED)         821,492,452   $ 821,492  $ 7,649,076      $ (100,000)
                                                ======================================================

<CAPTION>
                                                 Accumulated
                                                     Other                           Total
                                                 Comprehensive   Accumulated    Stockholders'
                                                    Income         Deficit          Equity
                                                  ------------   ------------    ------------
<S>                                                  <C>         <C>                 <C>
Balance, December 31, 2003                           2,000,000   $ (7,115,865)       (890,763)

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

Conversion of debentures                                    --             --         213,516

Other comprehensive loss, net of tax                (3,900,000)            --              --

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

Net loss                                                    --       (586,576)       (586,576)
                                                  ------------   ------------    ------------
Balance, September 30, 2004 (UNAUDITED)           $ (1,900,000)  $ (7,702,441)   $ (1,231,873)
                                                =============================    ============
</TABLE>

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


                                       4
<PAGE>

                             CENTRAL WIRELESS, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                           For the nine months
                                                                           ended September 30
                                                                      --------------------------
                                                                          2004           2003
                                                                      -----------    -----------
Cash flows from operating activities:
<S>                                                                   <C>            <C>
    Net loss                                                          $  (586,576)   $(1,897,388)
    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             --
       Beneficial conversion feature on convertible debentures
          and related warrants                                              7,950        461,843
    Changes in operating assets and liabilities:
       Accounts receivable - related party                                 (2,762)        (1,000)
       Prepaid expenses                                                     1,565         (4,853)
       Costs and estimated earnings in excess of billings
          on uncompleted contracts                                         15,440             --
       Inventory                                                           30,000             --
       Change in accounts payable and accrued expenses                    216,333        170,919
       Change in contract deposits                                             --         10,000
                                                                      -----------    -----------
          Net cash used by operating activities                          (283,656)      (275,479)

Cash flows from financing activities:
    Change in due to stockholder                                           29,915         17,250
    Proceeds from issuance of convertible debentures                      250,000        200,000
                                                                      -----------    -----------
          Net cash provided by financing activities                       279,915        217,250
                                                                      -----------    -----------

Net increase (decrease) in cash                                            (3,741)       (58,229)

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

Cash, end of period                                                   $       726    $       148
                                                                      ===========    ===========

Supplemental disclosure of cash flow information:
    Cash paid for income taxes                                        $        --    $        --
                                                                      ===========    ===========
    Cash paid for interest                                            $    15,000    $        --
                                                                      ===========    ===========

Schedule of non-cash operating, investing and financing activities:
    Conversion of debentures and payables to common stock             $        --    $   477,680
                                                                      ===========    ===========

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

    Issuance of 6,000,000 shares for payment of accounts payable
       and accrued liabilities                                        $        --    $    96,750
                                                                      ===========    ===========

    Issuance of 1,500,000 shares of common stock for due
       to related party                                               $        --    $    17,250
                                                                      ===========    ===========

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

    Accrued interest added to principal on convertible debentures     $    39,888    $        --
                                                                      ===========    ===========
</TABLE>

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


                                       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  September  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.

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

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

      During the third quarter of 2004, the Company  adopted a modified  version
      of the  completed-contract  method in the  event  that  collectiblity  for
      fixed-price  construction  contracts  and/or  consulting  services  is not
      reasonably assured. Under the completed-contract method, SOP 81-1 requires
      all costs and related  revenues to be reported as deferred items until the
      contract is  completed.  Accordingly,  the Company  defers all costs until
      each contract is completed. However, the Company does not record revenues,
      including  receivables,  until  such  time that  cash  collections  can be
      reasonably  assured.  Currently,  the  Company  uses this  method  for all
      contracts with Alliance Towers, Inc. ("Alliance").

      Concentration - Currently, the Company's only client is Alliance for which
      the Company has contracted to assist in the  acquisition of wireless tower
      sites, as well as assistance in engineering,  zoning,  and construction of
      towers on the acquired sites. All revenues related to Alliance are 100% of
      the total transaction fees.


                                       6
<PAGE>


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

1.    BASIS OF PRESENTATION And summary of significant policies (continued)

      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 nine months ended  September 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.

      Reclassification  - Certain prior year balances have been  reclassified to
      conform  to the  current  year  presentation,  which have no effect on net
      income.

      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.
      consists of available-for-sale  unregistered common stock of Alliance (see
      Note 4). These securities are valued at current market value as determined
      by published market quotes.

2.    ACCOUNTS RECEIVABLE - RELATED PARTY

      As of June 30, 2004,  the Company had accounts  receivable - related party
      totaling $841,330 related to services performed for Alliance. Through June
      30, 2004, the Company's  management had reasonable assurance these balance
      would be collected based on the knowledge that Alliance was in the process
      of  obtaining  funding  through  an  equity  line-of-credit   ("Funding").
      Alliance was in the process of  finalizing  the Funding while the services
      were  being  performed  by the  Company.  Due to the lack of  progress  by
      Alliance  in  obtaining   the   Funding,   the  Company   determined   the
      collectibility  of these  balances were no longer  reasonable  assured and
      recognized an allowance for doubtful accounts totaling $255,068 during the
      third quarter of 2004.

      Additionally,  the Company began  negotiations  with  subcontractors  with
      outstanding  accounts  payable  balances  totaling  $526,075  related  the
      construction  of three  towers for Alliance  during 2003.  As discussed in
      Note 8, the Company entered into agreements with these  subcontractors  to
      transfer the accounts  payable debt totaling  $526,075 from the Company to
      Alliance and was released from this obligation.  As of September 30, 2004,
      the Company has not  established  an allowance  for doubtful  accounts for
      this balance and has maintained the related  accounts  payable balance for
      the same amount.

      During  the  third  quarter  of 2004,  the  Company  performed  additional
      services for Alliance  totaling  $172,650.  Due to the lack of progress by
      Alliance  in  obtaining   the   Funding,   the  Company   determined   the
      collectibility  of these  balances were no longer  reasonable  assured and
      adopted a modified version of the completed-contract  method, as discussed
      in  Note 1  whereby  this  revenue  would  not  be  recognized  until  the
      collectibility of these balance were reasonably assured.  During the third
      quarter  of  2004,  the  Company   collected  $60,185  from  Alliance  and
      recognized this balance as revenue assordingly.


                                       7
<PAGE>

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

3.    INVENTORY

      In October 2003,  the Company issued  400,000,000  shares of the Company's
      common stock to a third party Diversified Management, LLC, for eight steel
      towers which were  disassembled and held by the Company for sale or lease.
      During  December 2003 and first quarter 2004, the Company  constructed and
      sold four of the  towers to  Alliance.  The  remaining  four  disassembled
      towers total $120,000 as of September 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 $100,000 as
      of September  30, 2004.  Accordingly,  the Company  recorded an unrealized
      gain  (loss)  on  investment  in  Alliance   totaling   $(3,900,000)   and
      $8,000,000,  which has been reported as other comprehensive  income (loss)
      for the nine months ended September 30, 2004 and 2003, respectively. As of
      September  30, 2004 this  investment  balance has been  reported as contra
      equity.

5.    CONVERTIBLE DEBENTURES, NET OF DISCOUNTS

      During April 2004,  the Company  issued a convertible  debenture  totaling
      $250,000 payable to stockholders,  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 nine  months  ended  September  30,  2004 the  Company  issued
      65,332,886 for conversion of principal  totaling  $213,516  related to the
      convertible debentures.


                                       8
<PAGE>

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

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.

      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 from operations of approximately  $587,000
      for the nine months  ended  September  30,  2004.  The  Company's  current
      liabilities  exceed its current assets by  approximately  $1,232,000.  The
      Company  is  currently  in  default on all  convertible  debentures  as of
      September 30, 2004. As of September 30, 2004,  collectibility  of accounts
      receivable balances due from Alliance, the Company's sole customer, cannot
      be reasonably  assured.  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.    SUBSEQUENT EVENT

      Transfer of Accounts  Receivable  and  Accounts  Payable - On November 19,
      2004,  the Company  entered into  agreements  with two  subcontractors  to
      transfer  accounts  payable  balances for the construction of three towers
      for Alliance  during 2003 from the Company  directly to Alliance  totaling
      $526,075 in exchange for accounts  receivable  balances due from  Alliance
      for the same amount.  The transfer of accounts  payable and removal of the
      accounts  receivable has no affect on working capital and net revenue from
      the  projects.  Additionally,  these  agreements  have  no  affect  on the
      accounts  receivable from Alliance for the construction  management or the
      site acquisition work for those sites.


                                       9
<PAGE>

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

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 nine months
ended  September 30, 2004 and 2003, the Company  incurred a net loss of $586,576
and $1,897,388  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.


                                       10
<PAGE>

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

      In the event that  collectiblity  for fixed-price  construction  contracts
and/or consulting services is not reasonably assured,  the Company has adopted a
modified version of the completed-contract  method. Under the completed-contract
method,  SOP 81-1  requires  all costs and  related  revenues  to be reported as
deferred items until the contract is completed.  Accordingly, the Company defers
all costs until each contract is completed. However, the Company does not record
revenues,  including  receivables,  until such time that cash collections can be
reasonably  assured.  Currently,  the Company uses this method for all contracts
with Alliance Towers, Inc.  ("Alliance").  The use of this method has materially
lowered the revenue recognized by the Company.

      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  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.


                                       11
<PAGE>

      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 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,
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.

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.


                                       12
<PAGE>

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.

RESULTS OF OPERATIONS  FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2004 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2003

NET LOSS

      The net loss for the nine months ended  September  30, 2004,  was $586,576
versus  $1,897,388  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 nine months of 2004 with only limited revenues.

REVENUES

      Revenues for the nine months ended September 30, 2004, were  approximately
$389,762  compared to $25,500 for the nine months ended  September 30, 2003. The
increase in revenues in 2004 was  attributable  to the recognition of 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.

      In  September  2004,  the  Company  adopted  a  modified  version  of  the
completed-contract  method  in the  event  that  collectiblity  for  fixed-price
construction  contracts and/or  consulting  services is not reasonably  assured.
Under the  completed-contract  method,  SOP 81-1  requires all costs and related
revenues  to be reported as  deferred  items  until the  contract is  completed.
Accordingly,  the  Company  defers all costs until each  contract is  completed.
However, the Company does not record revenues, including receivables, until such
time that cash  collections can be reasonably  assured.  Currently,  the Company
uses this method for all contracts with Alliance  Towers,  Inc until  reasonable
assurance is made of when cash collections will be made.

COST OF SALES

      Cost of  revenues  for the nine  months  ended  September  30,  2004,  was
$173,334  compared to $10,934 for the same period in 2003.  The increase in Cost
of Goods Sold is due to more projects being undertaken in 2004 than in 2003.

GROSS PROFIT

      Gross profit for the nine months ended September 30, 2004, was $216,428 as
compared to a gross  profit of 14,566 for the nine months  ended  September  30,
2003.  The  decrease  in gross  profit  is due to the  Company  not  recognizing
revenues until cash collection can be reasonably assured.


                                       13
<PAGE>

OPERATING EXPENSES

      Operating  expenses for the nine months  ended  September  30, 2004,  were
$659,776 as compared to $1,378,631 for the nine months ended September 30, 2003.
The $718,855 decrease in operating  expenses in 2004 was primarily  attributable
to the Company's  decreased in professional  and consulting  expenses as well as
recognition of bad debt expense.

      In the nine months ended September 30, 2004,  operating expenses consisted
of $68,060 of professional  and consulting  fees,  $276,463 of other general and
administrative  expenses  and bad debt  expense of  $315,253.  See Note 1 of the
Financial Statements for additional information.

INTEREST EXPENSE

      The Company had interest  expense of $143,228  for the nine months  ending
September 30, 2004 compared to $533,331 for the nine months ended  September 30,
2003.  The  decrease  in  interest  expense  was a result of lower  discount  on
debentures issued in the 2004 period.

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

NET LOSS

      The net loss for the three months ended  September 30, 2004,  was $378,178
versus  $397,415  for the  comparable  period  in 2003.  The  loss is  primarily
attributable to expenses  incurred for consulting  expenses and operation of the
Company during the third quarter of 2004 with only limited revenues.

REVENUES

      Revenues  for the three  months ended  September  30,  2004,  were $60,185
compared to $25,500  revenues for the three months ended September 30, 2003. The
increase in revenues in 2004 was attributable to partial  collection of revenues
from Alliance Towers for 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.

      In  September  2004,  the  Company  adopted  a  modified  version  of  the
completed-contract  method  in the  event  that  collectiblity  for  fixed-price
construction  contracts and/or  consulting  services is not reasonably  assured.
Under the  completed-contract  method,  SOP 81-1  requires all costs and related
revenues  to be reported as  deferred  items  until the  contract is  completed.
Accordingly,  the  Company  defers all costs until each  contract is  completed.
However, the Company does not record revenues, including receivables, until such
time that cash  collections can be reasonably  assured.  Currently,  the Company
uses this method for all contracts with Alliance  Towers,  Inc until  reasonable
assurance is made of when cash collections will be made.

COST OF SALES

      Cost of revenues for the three months ended  September  30, 2004,  was $0.
The low cost of sales was a result of using  not  using  subcontractors  in this
quarter  compared to the previous  quarter,  and not consistent of the Company's
typical operations.

GROSS PROFIT

      Gross profit for the three months ended  September 30, 2004,  was $60,185,
as compared to gross profit of $14,566 for the three months ended  September 30,
2003.  This gross  profit,  which equals 100% of revenue,  is not typical of the
Company's operations.

OPERATING EXPENSES

      Operating  expenses for the three months ended  September  30, 2004,  were
$386,148 as compared to $231,804 for the three months ended  September 30, 2003.
The $154,344 increase in operating  expenses in 2004 was primarily  attributable
to the  Company's  decreased  in  professional  and  consulting  expenses and an
increase in bad debt expense.


                                       14
<PAGE>

      In the three months ended September 30, 2004, operating expenses consisted
of $11,810 of  professional  and consulting  fees,  $59,085 of other general and
administrative  expenses,  and a bad debt expense of $315,253. See Note 1 of the
Financial Statements for additional information.

INTEREST EXPENSE

      The Company had interest  expense of $52,215 for the three  months  ending
September 30, 2004 compared to $180,177 for the three months ended September 30,
2003.  The  decrease  in  interest  expense  was a result of lower  discount  on
debentures issued in the 2004 period.

      The Company is in default on all of its  outstanding  debentures.  Default
for some of the debentures  relates to 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
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 $100,000 as of September 30, 2004.  Accordingly,  the Company
recorded  an  unrealized   gain  (loss)  on  investment  in  Alliance   totaling
$(3,900,000)  and  $8,000,000,  which has been  reported as other  comprehensive
income  (loss)  for  the  nine  months  ended   September  30,  2004  and  2003,
respectively. As of September 30, 2004 this investment balance has been reported
as contra equity.

PLAN OF OPERATIONS FOR 2004

      Central  Wireless intends to continue to market and expand its client base
by offering quality services at competitive pricing.

      An  area of  potential  increased  growth  is in the  wireless  broadband.
Central  Wireless  has  personnel  trained in the  deployment  of "line of site"
broadband technology. We have negotiated an agreement to become a contractor for
a large countywide  deployment of wireless broadband services in South Carolina.
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
direct perform many of the tasks previously subcontracted.

      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 further our competitive edge in
our ability to provide total turnkey solutions to our clients.

      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.
Through the period  ending  September 30, 2004,  the Company has completed  site
acquisition and  construction  supervision of eleven towers for Alliance Towers,
recognizing  revenue and cost of revenue will be recognized when cash collection
can be reasonable assured, as explained in Note 1 of the financial statements.

      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.


                                       15
<PAGE>

TOWER AGREEMENTS

      We  currently   have  six  agreements   with  Alliance   Towers  to  build
telecommunications towers. 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  September  30, 2004 of
$1,231,873,  current  assets as of September 30, 2004 consisted of cash equaling
$726, inventory equaling $127,750,  Accounts receivable of $526,075, and prepaid
expenses and other current assets of $3,250.  Current  liabilities  consisted of
$852,283  of  accounts  payable  and  accrued  liabilities,  $54,483  due  to  a
stockholder and $982,908 for convertible debentures. Cash on hand as of November
18, 2004 is $127.

TRANSFER OF ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE.

      On  November 8, 2004,  the  Company  entered  into an  agreement  with our
subcontractor to transfer  Accounts Payable for the construction of three towers
in 2003 and have them  billed  directly  to  Alliance  Towers  in the  amount of
$526,075.  This in turn removes Accounts Receivable from the Company's books for
Alliance  Towers in the same  amount.  The  transfer  of payable  and removal of
receivable has an offsetting  effect on working capital and net revenue from the
projects.  This  agreement  has no effect on the billing to Alliance  Towers for
construction management or the site acquisition work for the other sites.

CASH FLOW FROM OPERATING ACTIVITY

      Net cash used by Operating  Activities for the nine months ended September
30,  2004 was  $283,656  compared  to net cash  used for the nine  months  ended
September  30,  2003  of  $275,479.  There  was a  decrease  in cash  used  from
operations  in the  current  period  over  the  prior  period  partially  due to
decreased  use of stock  based  compensation,  decreased  beneficial  conversion
feature adjustments and a lower loss for first quarter 2004 compared to 2003.

CASH FLOW FROM INVESTING ACTIVITY

      For the nine months ended  September 30, 2004,  net cash used by investing
activities was $0 and $0 for the same period in 2003.

CASH FLOW FROM FINANCING ACTIVITY

      Net  Cash  flows  from  financing  activities  for the nine  months  ended
September 30, 2004 and 2003 were $279,915 and $ 217,250,  respectively.  The net
cash was mainly from proceeds of convertible debentures in both period.

      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.


                                       16
<PAGE>

      During the nine months ended September 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 September  30, 2004,  $982,908 in
convertible  debentures  remain  outstanding.  Of  this  amount,   approximately
$982,908  is in default as of  November  18,  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  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  investors'  beneficial  ownership of our common
stock,  we can only draw minimal  amounts for every ten (10) trading days. As of
September 30, 2004, the registration  statement was not effective.  Therefore no
amounts are currently available to the Company under the Equity Line of Credit.

      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 and it is unlikely that
the Equity Line of Credit will be available.

      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  Financial  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.

(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.


                                       17
<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 January
1, 2004 through November 18, 2004.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      As of November 18, 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.


                                       18
<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 November 18, 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  September  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 November 23, 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,  $125,000  due
December 2005 and $250,000 due April 2006.

      -  DEBENTURES  - All  Debentures,  which  was  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.


                                       19
<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 Commission 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  Securities  and
Exchange  Commission and it is unlikely it will be declared  effective unless it
is significantly  amended and may be withdrawn by the Company. 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.


                                       20
<PAGE>

      - PLEDGE AND GUARANTY - Kenneth W. Brand, our Chief Executive  Officer and
Keith Roy Chrismon,  our former President and former 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  September  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)


                                       21
<PAGE>

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

   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)


                                       22
<PAGE>

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

   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.


                                       23
<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:   November 22, 2004          CENTRAL WIRELESS, INC.


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


                                       24