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

                                   FORM 10-QSB

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

                  For the quarterly period ended MARCH 31, 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)

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

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


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

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

      As of May 13, 2004, there were 821,492,451 shares outstanding of issuer's
common stock.


<PAGE>


                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                     ASSETS

Current assets
<S>                                                                           <C>
    Cash                                                                      $        456
    Accounts receivable-related party                                              698,830
    Inventory                                                                      127,750
    Prepaid expense and other current assets                                         2,658
                                                                              ------------
      Total current assets                                                         829,694

Investment in Alliance Towers, Inc.                                              2,000,000
                                                                              ------------

Total assets                                                                  $  2,829,694
                                                                              ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

    Accounts payable and accrued liabilities                                  $    890,352
    Due to stockholder                                                              25,968
    Convertible debentures payable-related parties - current portion, net of
      discounts on conversion features                                             626,345
                                                                              ------------
         Total current liabilities                                               1,542,665

    Convertible notes payable-related parties - long-term portion, net of
      discounts on conversion features                                             114,725
                                                                              ------------

Total liabilities                                                                1,657,390

Commitments and contingencies                                                           --

Stockholders' equity

    Preferred stock; no par value; 10,000,000 shares
      authorized, no shares issued an outstanding                                       --
    Common stock; $0.001 par value; 2,000,000,000 shares
      authorized, 800,442,744 shares issued and outstanding                        800,442
    Additional paid-in capital                                                   7,608,797
    Accumulated other comprehensive income                                              --
    Accumulated deficit prior to the development stage                          (3,557,147)
    Accumulated deficit during the development stage                            (3,679,788)
                                                                              ------------
      Total stockholders' equity                                                 1,172,304
                                                                              ------------

Total liabilities and stockholders' equity                                    $  2,829,694
                                                                              ============
</TABLE>


                                       2
<PAGE>

<PAGE>

<TABLE>
<CAPTION>
                                                     For the three months ended March 31,
                                                     ------------------------------------     January 1, 2002
                                                                               2003                 through
                                                           2004             (RESTATED)          March 31, 2004
                                                     ----------------    ----------------    ----------------

<S>                                                  <C>                 <C>                          <C>
Revenues                                             $        202,077    $             --             805,331

Cost of sales                                                 167,734                  --             746,915
                                                     ----------------    ----------------    ----------------

    Gross loss                                                 34,343                  --              58,416

Operating expenses

    General and administrative expenses
      Professional and consulting                              32,750                  --           1,887,177
      Other general and administrative                         90,270             208,062             789,626
                                                     ----------------    ----------------    ----------------
    Total general and administrative expenses                 123,020             208,062           2,676,803

Loss from operations                                          (88,677)           (208,062)         (2,618,387)

Other income (expense)

    Impairment on tower site and improvement costs                 --                  --            (135,000)
    Cancellation of debt                                           --                  --             115,314
    Interest expense                                          (32,393)           (134,160)           (796,230)
    Other income                                                   --                   4              13,240
                                                     ----------------    ----------------    ----------------

Loss before provision for income taxes                       (121,070)           (342,218)         (3,421,063)

Provision for income taxes                                         --                  --                  --
                                                     ----------------    ----------------    ----------------
Net loss from continuing operations                          (121,070)           (342,218)         (3,421,063)

Discontinued operations

    Loss from operations of discontinued divisions                 --                  --            (266,177)
    Gain on disposal of discontinued divisions                     --                  --               7,452
                                                     ----------------    ----------------    ----------------

Loss from discontinued operations                                  --                  --            (258,725)

Net loss                                             $       (121,070)   $       (342,218)   $     (3,679,788)
                                                     ================    ================    ================

Earning per share

    Loss from continuing operations                  $          (0.00)   $          (0.01)   $          (0.02)
    Loss from discontinued operations                              --                  --               (0.00)
                                                     ----------------    ----------------    ----------------
    Net loss                                         $          (0.00)   $          (0.01)   $          (0.02)
                                                     ================    ================    ================

Basic and diluted weighted average
    common shares outstanding                             778,379,833          55,003,399         159,623,518
                                                     ================    ================    ================
</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>
                                                          For the three months ended March 31,
                                                         --------------------------------------       January 1, 2002
                                                                                    2003                 through
                                                               2004               (RESTATED)           March 31, 2004
                                                         ----------------      ----------------      ----------------
<S>                                                      <C>                   <C>                   <C>
Net loss                                                 $       (121,070)     $       (342,218)     $     (3,679,788)

Other comprehensive income (loss), net of tax
    Unrealized gain (loss) on investment in Alliance
      Towers, Inc.                                             (2,000,000)            7,000,000                    --
                                                         ----------------      ----------------      ----------------
    Total other comprehensive income (loss),
       net of tax                                              (2,000,000)            7,000,000                    --

Total comprehensive income (loss)                        $     (2,121,070)     $      6,657,782      $     (3,679,788)
                                                         ================      ================      ================
</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>
                                                                                                           Accumulated
                                                  Common Stock                             Accumulated       Deficit
                                        ---------------------------------   Additional        Other        Prior To The
                                            Number of                         Paid-in      Comprehensive   Development
                                             Shares           Amount         Capital         Income           Stage
                                        ----------------- --------------- --------------- --------------  --------------

<S>                                     <C>               <C>             <C>             <C>             <C>
Balance, December 31, 2003                   753,159,566       $ 753,159     $ 7,471,943      2,000,000     $(3,557,147)

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

Conversion of payables and debentures         44,283,178          44,283         115,854             --              --

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

Net loss                                              --              --              --             --              --
                                        ----------------- --------------- --------------- --------------  --------------

Balance, March 31, 2004 (UNAUDITED)          800,442,744       $ 800,442      $7,608,797           $ --     $(3,557,147)
                                        ================= =============== =============== ==============  ==============

<CAPTION>


                                           Accumulated
                                             Deficit
                                            During The         Total
                                           Development     Stockholders'
                                              Stage           Equity
                                         ---------------- ---------------

<S>                                      <C>               <C>
Balance, December 31, 2003                    (3,558,718)      2,971,217

Common stock issued for services                      --          24,000

Conversion of payables and debentures                 --         160,137

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

Net loss                                        (121,070)       (121,070)
                                         ---------------- ---------------

Balance, March 31, 2004 (UNAUDITED)          $(3,679,788)     $1,034,284
                                         ================ ===============
</TABLE>

                                       5

<PAGE>

<TABLE>
<CAPTION>
                                                                       For the three months ended March 31,
                                                                       --------------------------------------      January 1, 2002
                                                                                                  2003                 through
                                                                              2004             (RESTATED)           March 31, 2004
                                                                       ----------------      ----------------      ----------------
<S>                                                                    <C>                   <C>                   <C>
Cash flows from operating activities:

    Net loss                                                           $       (121,070)     $       (342,218)           (3,679,788)
    Adjustments to reconcile net loss to net
     cash used by operating activities:
      Stock based compensation                                                   24,000               168,000             1,812,000
      Amortization of beneficial conversion features of debentures
        and related warrants                                                      5,065                94,672               646,543
      Salaries paid by addition to notes payable                                     --                    --                88,720
      Impairment on tower site and improvement costs                                 --                    --               135,000
    Changes in operating assets and liabilities:

      Accounts receivable                                                      (175,517)                   --              (691,041)
      Prepaid expenses                                                            2,157                 1,197                  (658)
      Costs and estimated earnings in excess of billings
        on uncompleted contracts                                                 15,440                    --                    --
      Inventory                                                                  30,000                    --               112,250
      Bank overdraft                                                                 --                    --               (10,781)
      Change in accounts payable and accrued expenses                           214,514                27,958               807,161
      Other                                                                          --                    --                31,411
                                                                       ----------------      ----------------      ----------------
        Net cash used by operating activities                                    (5,411)              (50,391)             (749,183)

Cash flows from investing activities:

    Site acquisition deposit                                                         --                    --              (135,000)
                                                                       ----------------      ----------------      ----------------
        Net cash used by investing activities                                        --                    --              (135,000)

Cash flows from financing activities:

    Change in due to stockholder                                                  1,400                    --                60,239
    Proceeds from borrowing on notes payable-related parties                         --                    --               844,400
    Treasury stock purchase                                                          --                    --               (20,000)
                                                                       ----------------      ----------------      ----------------
        Net cash provided by financing activities                                 1,400                    --               884,639
                                                                       ----------------      ----------------      ----------------

Net increase (decrease) in cash                                                  (4,011)              (50,391)                  456

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

Cash, end of period                                                    $            456      $          7,986      $            456
                                                                       ================      ================      ================

Supplemental disclosure of cash flow information:

    Cash paid for income taxes                                         $             --      $             --      $             --
                                                                       ================      ================      ================
    Cash paid for interest                                             $             --      $             --      $             --
                                                                       ================      ================      ================

Schedule of non-cash operating, investing and financing activities:

    Conversion of debentures and payables to common stock              $             --      $         15,238      $         15,238
                                                                       ================      ================      ================

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

    Conversion of debentures and payables to common stock              $        160,137      $             --      $        160,137
                                                                       ================      ================      ================
</TABLE>


                                       6

<PAGE>


                             CENTRAL WIRELESS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.       DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

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 March 31,  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.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

The Company  issued no stock and granted no warrants or options to employees for
compensation for the three months ended March 31, 2004 and 2003.

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

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

Investment  in Alliance  Towers,  Inc. -  Investment  in Alliance  Towers,  Inc.
("Alliance") consist of available-for-sale unregistered common stock of Alliance
Towers,  Inc. (see Note 6). These  securities are valued at current market value
as determined by published market quotes.


                                       7
<PAGE>



                             CENTRAL WIRELESS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

3.       RESTATED FINANCIAL STATEMENTS

Subsequent to the issuance of the  Company's  financial  statements,  management
became aware that those financial  statements did not reflect  account  balances
properly for the three months ended March 31, 2003. Properly accounting of these
items in the revised financial statements has the following effect:

<TABLE>
<CAPTION>
                                                                          For the three
                                                     For the three         Months ended           RESTATED
                                                      Months ended        March 31, 2003          Increase
                                                     March 31, 2003         (RESTATED)           (Decrease)
                                                     ---------------      ---------------      ---------------
<S>                                                  <C>                  <C>                  <C>
         Revenues                                    $            --      $            --      $            --
         Expenses                                            232,562              208,062              (24,500)
                                                     ---------------      ---------------      ---------------
         Loss from operations                               (232,562)            (208,062)              24,500
         Other expense                                      (134,156)            (134,156)                  --
                                                     ---------------      ---------------      ---------------
         Loss before provision for income taxes             (366,718)            (342,218)              24,500
         Provision for income taxes                               --                   --                   --
                                                     ---------------      ---------------      ---------------
         Net loss                                    $      (366,718)     $      (342,218)     $        24,500
                                                     ===============      ===============      ===============
         Basic and diluted loss per common share     $         (0.01)     $         (0.01)     $            --
                                                     ===============      ===============      ===============
         Basic and diluted weighted average
           common shares outstanding                      55,003,399           55,003,399                   --
                                                     ===============      ===============      ===============
</TABLE>


For the three  months  ended  March 31,  2003,  the change in the  statement  of
operations  was related to  adjusting  the  valuation of common stock issued for
services based on the fair value of the common stock.

4.       ACCOUNTS RECEIVABLE-RELATED PARTY

As of March 31, 2004, accounts  receivable-related  party totaling $698,830 were
due  from  Alliance.  As  a  general  contractor,   the  Company  completed  the
construction  of a single tower during the three months ended March 31, 2004 for
which it recognized all of its current period revenues totaling $202,077.

5.       INVENTORY

In October 2003, the Company issued  400,000,000  shares of the Company's common
stock to a third party for eight steel towers which were  disassembled  and held
by the Company for sale or lease.  During December 2003, the Company constructed
and sold three of the towers to  Alliance.  During  February  2004,  the Company
constructed and sold a fourth tower to Alliance. The remaining four disassembled
towers total $120,000 as of March 31, 2004 and are recorded as part of inventory
totaling $127,750.

6.       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  $2,000,000  as of March 31, 2004.  Accordingly,  the Company
recorded  an  unrealized   gain  (loss)  on  investment  in  Alliance   totaling
$(2,000,000)  and  $7,000,000,  which has been  reported as other  comprehensive
income (loss) for the three months ended March 31, 2004 and 2003, respectively.


                                       8
<PAGE>


                             CENTRAL WIRELESS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

7.       CONVERTIBLE DEBENTURES-RELATED PARTIES, NET OF DISCOUNTS

During the three months ended March 31, 2004 issued 44,283,178 for conversion of
principal totaling $160,137 related to the convertible debentures.

8.       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.

9.       SUBSEQUENT EVENTS

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 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%, maturing April 2006. The debenture is
convertible at the lesser of $0.005 or 50% of the average 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.

During  May 2004,  the  Company  issued  12,709,258  shares of common  stock for
conversion  of  principal on  convertible  debentures-related  parties  totaling
$26,689.



                                       9
<PAGE>


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

INTRODUCTORY STATEMENTS

         FORWARD-LOOKING STATEMENTS

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

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

         GOING CONCERN

         The  Company's  auditors  stated  in  their  reports  on the  financial
statements  of the Company for the years 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
three months ended March 31, 2004 and 2003,  the Company  incurred a net loss of
$121,070 and  $342,218,  respectively.  The Company had an  accumulated  deficit
since  re-entering  the  development  stage of  $3,679,788 as of March 31, 2004.
Management  is  actively  seeking  additional  tower  projects.   The  financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of  recorded  assets,  or  the  amounts  and  classification  of
liabilities  that might be necessary in the event the Company cannot continue in
existence.

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

         SIGNIFICANT PLANT OR EQUIPMENT PURCHASES

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

         EMPLOYEES

         We currently have two (2) employees Kenneth W. Brand and Steve Troyan,
in Sarasota, Florida. We do not anticipate hiring additional employees during
the remainder of 2003.

         DEFAULT ON DEBENTURES

         Central Wireless is currently in default on  approximately  $362,691 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

         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 three months ended March 31, 2004 and 2003.

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

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

         Investment in Alliance  Towers,  Inc. - Investment in Alliance  Towers,
Inc.  ("Alliance")  consist of  available-for-sale  unregistered common stock of
Alliance  Towers,  Inc.  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.

         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


                                       11
<PAGE>


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.

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.


                                       12
<PAGE>


RESULTS OF OPERATIONS  FOR THE THREE MONTHS ENDED MARCH 31, 2004 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 2003

         NET LOSS

         The net loss for the three months  ended March 31,  2004,  was $121,070
versus  $342,218  for the  comparable  period  in 2003.  The  loss is  primarily
attributable to expenses  incurred for consulting  expenses and operation of the
company during the first three months of 2004.

         REVENUES

         Revenues for the three months ended March 31, 2004, were  approximately
$202,077  compared to $0 revenues for the three months ended March 31, 2003. The
increase in  revenues  in 2004 was  attributable  to the  completion  of a tower
construction  projects  for  Alliance  Towers,  Inc. We  anticipate  revenues to
continue to grow in the fiscal year ending December 31, 2004.

         COST OF REVENUES

         Cost of  revenues  for the  three  months  ended  March 31,  2004,  was
$167,734, or 83% of revenues.

         GROSS PROFIT

         Gross profit for the three months ended March 31, 2004, was $34,343, or
17% of revenues, as compared to no gross profit for the three months ended March
31, 2003.

         OPERATING EXPENSES

         Operating  expenses for the three  months  ended March 31,  2004,  were
$123,020,  as compared to  $208,062,  for the three months ended March 31, 2003.
The $85,042 decrease in operating expenses in 2004 was primarily attributable to
the Company's decreased in general and administrative expenses.

         In the first three  months  ended March 31,  2004,  operating  expenses
consisted of $32,750 of professional  and consulting  fees, and $90,270 of other
general and administrative expenses.

         INTEREST EXPENSE

         The Company had interest  expense of $32,393 for the first three months
of 2004 compared to $134,160 for the three months ended March 31, 2003.

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

PLAN OF OPERATIONS FOR 2004

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

         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


                                       13
<PAGE>


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.  Upon the completion
of the licensing process,  we intend to complete the qualification  processes to
allow Central Wireless to bid and execute work for other firms involved in E-911
equipment installation.

         The site acquisition,  zoning and engineering side of the business will
continue to be an area of focus.  We believe that the bundling of these services
along with the general contracting services will 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.
During February 2004, the Company  completed the  construction of a fourth tower
for Alliance Towers,  recognizing  revenue and cost of revenue totaling $170,923
and $152,580, respectively.

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

ADVISORY SERVICE AGREEMENT

         We entered into an Advisory Service  Agreement  effective as of January
16, 2003 with Earl Ingarfield. Mr. Ingarfield was engaged to review our existing
financial  reporting system,  attend e commerce and other industry  conferences,
and advise us on trends and strategies for the industry,  negotiate or assist in
the negotiation of source, distribution and marketing agreements,  assist in the
development  of a  marketing  strategy,  consult  with the  Company  on  general
business and financial  issues,  assist in the preparation and completion of all
SEC filings. The term of the agreement is 6 months and Mr. Ingarfield received a
total of 30 million shares of the Company's common stock.

TOWER AGREEMENTS

         We  currently  have  six  agreements  with  Alliance  Towers  to  build
telecommunications  towers,  and one agreement to construct a tower that Central
Wireless will own. These agreements generally have the following terms:

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

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

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


LIQUIDITY AND CAPITAL REQUIREMENTS

         WORKING CAPITAL

         The  Company  had a net  working  capital  deficit on March 31, 2004 of
$712,971,  current assets as of March 31, 2004 consisted mainly of cash equaling
$ 456,  accounts  receivable  from  Alliance  Towers of $698,830  and  inventory
equaling $127,750.  Current liabilities consisted mainly of $890,352 of accounts
payable and accrued  expenses,  and $626,345 of current  portion of  convertible
debentures. Cash on hand as of May 10, 2004 is $8,178.


                                       14
<PAGE>


         CASH FLOW FROM OPERATING ACTIVITY

         Net cash used by Operating  Activities  for the three month ended March
31, 2004 was $5,411  compared to net cash used for the three  months ended March
31, 2004 of $50,391.  There was an decrease in cash used from  operations in the
current  period  over the  prior  period  due to  decreased  use of stock  based
compensation and a lower loss for first quarter 2004 compared to 2003.

         CASH FLOW FROM INVESTING ACTIVITY

         For the three  months  ended March 31, 2004 net cash used by  investing
activities was $0 compared to $0 for the same period in 2003.

         CASH FLOW FROM FINANCING ACTIVITY

         Cash flows from  financing  activities for the three months ended March
31, 2004 and 2003 were $1,400 and $0. Cash used for the three months ended March
31, 2004, was from reimbursement of funds to a stockholder.

         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.

         During the three months ended March 31, 2004,  convertible  debt in the
amount of $160,136.64 was converted to common stock resulting in the issuance of
44,283,178  shares of our common  stock.  As of March 31, 2004 and May 10, 2004,
$741,070  and  $937,691,   respectively,   in  convertible   debentures   remain
outstanding. Of this amount,  approximately $362,691 is in default as of May 10,
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.

         There is no  guaranty  that  Central  Wireless  will be able to  obtain
financing from the Equity Line of Credit, or any other sources.  The Company has
incurred  significant  operating losses. Also, the Company has limited financial
resources and is in default on its notes payable to shareholders.  These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  The Company needs to raise significant  additional capital in order to
continue  as a going  concern,  as well as to pursue  its  business  plan in the
telecommunications market.

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


                                       15
<PAGE>


ITEM 3.  CONTROLS AND PROCEDURES

(A)      EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

(B)      CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

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


                                       16
<PAGE>


                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

         None through March 31, 2004.

         On or about  October  23,  2003,  Hallett & Perrin,  P.C.  has sued the
Company in the District  Court for the 134th Judicial  District,  Dallas County,
Texas,  claiming  $58,016.82 in unpaid legal  services.  The Company has entered
into a settlement  with Hallett & Perrin  pursuant to which the Company has paid
the total sum of $45,000 to Hallett & Perrin and the action was  dismissed  with
prejudice on January 30, 2004.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         During  the 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
principle on convertible debentures totaling $13,344,72.

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

         On January 14, 2004 the company  issued  7,213,362  for  conversion  of
principle on convertible debentures totaling $26,689.44.

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

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

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

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

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

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

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

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

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         As of May 10,  2004,  $937,691 in  debentures,  plus accrued and unpaid
interest was due, and Central  Wireless was in default on payment of $362,691 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


                                       17
<PAGE>


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.

         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 May 10,  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 March 31,  2004,  we have sold an  aggregate  of
$1,575,000 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 and December 2003
Securities Purchase Agreement. On April 30, 2004, the Company sold an additional
$250,000 in debentures.

         - 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.  The interest  rate on the  debentures is 12%, or 15% if the
debentures  are in  default.  Outstanding  principal  as of May 10, 2004 that is
currently in default is  $362,691.  Of the  debentures,  $135,525 are due August
2002,  $20,000 are due April 2003,  $45,417 are due July 2003,  $191,429 are due
September  2003,  $200,000 are due December 2003 and $250,000 due April 2006. In
addition  the  following  outstanding  balances  are not  currently  in default,
$200,000  due August 2004,  $125,000  due  December  2005 and $250,000 due April
2006.

         - DEBENTURES - All Debentures except $575,000, 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.


                                       17
<PAGE>


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

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

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

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

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

         - PREPAYMENT - If we prepay the debentures, we owe a prepayment penalty
equal to 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.  This  registration
statement  has not  been  declared  effective  by the  Securities  and  Exchange
Commission.

         - 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.


                                       18
<PAGE>


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

WARRANTS

         - AMOUNT  SOLD - As of March 31,  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
expire May 8, 2004;  warrants to purchase  15,000  shares of common stock expire
July 30,  2004;  warrants to purchase  2,500 shares of common stock expire March
29,  2005;  warrants to purchase  40,000  shares of common stock expire July 12,
2005;  and warrants to purchase  40,000 shares of common stock expire  September
12, 2005; 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)


                                       19
<PAGE>

EXHIBIT NO.       DESCRIPTION
-----------       --------------------------------------------------------------
3.6               Articles of Amendment to the Articles of Incorporation,  filed
                  with the Utah Secretary of State on August 21, 2002(1)

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)


                                       20
<PAGE>

EXHIBIT NO.       DESCRIPTION
-----------       --------------------------------------------------------------
4.25              Intellectual  Property  Security  Agreement,  dated August 19,
                  2003(11)

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

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(14)

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(14)

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)


                                       21
<PAGE>


(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.


                                       22
<PAGE>


(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.

(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)  Provided herewith.

      (b)   REPORTS ON FORM 8-K.

      None.


                                       23
<PAGE>


                                   SIGNATURES

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

Dated:   May 14, 2004               CENTRAL WIRELESS, INC.

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


                                       21