UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                AMENDMENT No.2 TO
                                   FORM 10-QSB

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

                  For the quarterly period ended MARCH 31, 2003

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

             For the transition period from _________ to __________.

                          Commission File No. 033-14065

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

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

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

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


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

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

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


<PAGE>

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

                             CENTRAL WIRELESS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             CONDENSED BALANCE SHEET
                                  MARCH 31,2003
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                            <C>
                                                                                 (RESTATED)
Current assets
    Cash                                                                       $     7,986
    Prepaid expense and other current assets                                           803
                                                                               -----------
       Total current assets                                                          8,789

Tower site and improvement costs                                                   135,000
Investment in Alliance Towers, Inc.                                              9,000,000
                                                                               -----------

Total assets                                                                   $ 9,143,789
                                                                               ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accounts payable and accrued liabilities                                   $   372,209
    Convertible debentures payable-related parties - current portion, net of
       discounts on conversion features                                            743,054
                                                                               -----------
          Total current liabilities                                              1,115,263
                                                                               -----------

Total liabilities                                                                1,115,263

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; 250,000,000 shares
       authorized, 122,403,582 shares issued and outstanding                       122,403
    Additional paid-in capital                                                   5,616,760
    Treasury stock                                                                 (20,000)
    Accumulated other comprehensive income                                       7,000,000
    Accumulated deficit prior to the development stage                          (3,557,147)
    Accumulated deficit during the development stage                            (1,133,490)
                                                                               -----------
       Total stockholders' equity                                                8,028,526
                                                                               -----------

Total liabilities and stockholders' equity                                     $ 9,143,789
                                                                               ===========
</TABLE>

The  accompanying  notes  are an  integral  part of  these  condensed  financial
statement


                                       1
<PAGE>

                             CENTRAL WIRELESS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                        CONDENSED STATEMENT OF OPERATIONS
                                   (UNAUDITED)

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

Cost of sales                                                  --            --             --
                                                     ------------    ----------   ------------
    Gross loss                                                 --            --             --
Operating expenses
    General and administrative expenses
       Professional and consulting                        144,513            --        194,213
       Other general and administrative                    63,549            --        390,745
                                                     ------------    ----------   ------------
    Total general and administrative expenses             208,062            --        584,958

Loss from operations                                     (208,062)           --       (584,958)

Other income (expense)
    Interest expense                                     (134,160)           --       (289,811)
    Other income                                                4            --              4
                                                     ------------    ----------   ------------

Loss before provision for income taxes                  (342,218)            --       (874,765)

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

Net loss from continuing operations                    (342,218)             --       (874,765)

Discontinued operations
    Loss from operations of discontinued divisions             --      (148,585)      (266,177)
    Gain on disposal of discontinued divisions                 --            --          7,452
                                                     ------------    ----------   ------------

Loss from discontinued operations                              --      (148,585)      (258,725)
                                                     ------------    ----------   ------------

Net loss                                             $   (342,218)   $ (148,585)  $ (1,133,490)
                                                     ============    ==========   ============
Earning per share
    Loss from continuing operations                  $      (0.01)   $       --   $      (0.06)
    Loss from discontinued operations                          --         (0.01)         (0.02)
                                                     ------------    ----------   ------------

    Net loss                                         $      (0.01)   $    (0.01)  $      (0.08)
                                                     ============    ==========   ============

Basic and diluted weighted average
    common shares outstanding                          55,003,399    23,978,951     13,814,258
                                                     ============    ==========   ============
</TABLE>

The  accompanying  notes  are an  integral  part of  these  condensed  financial
statement


                                       2
<PAGE>

                             CENTRAL WIRELESS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   CONDENSED STATEMENT OF COMPREHENSIVE INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                             January 1, 2002
                                         For the three months ended March 31,    through
                                                   2003          2002         March 31, 2003
                                                 (RESTATED)                     (RESTATED)
                                                -----------    ---------       -----------
<S>                                             <C>            <C>             <C>
Net loss                                        $  (342,218)   $(148,585)      $(1,133,490)
Other comprehensive income, net of tax
    Unrealized gain on investment in Alliance
       Towers, Inc.                               7,000,000           --         7,000,000
                                                -----------    ---------       -----------
    Total other comprehensive income,
        net of tax                                7,000,000           --         7,000,000
                                                -----------    ---------       -----------

Total comprehensive income                      $ 6,657,782    $(148,585)      $ 5,866,510
                                                ===========    =========       ===========
</TABLE>

The  accompanying  notes  are an  integral  part of  these  condensed  financial
statement


                                       3
<PAGE>

                             CENTRAL WIRELESS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                    CONDENSED STATEMENT OF STOCKHOLDER EQUITY
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                 Common Stock
                                          ------------------------    Additional
                                           Number of                   Paid-in      Treasury
                                            Shares       Amount        Capital       Stock
                                         -----------   -----------   -----------   -----------
<S>                                      <C>           <C>           <C>           <C>
Balance, December 31, 2002                 6,127,122   $     6,127   $ 3,549,798   $   (20,000)

Conversion of debentures                   2,551,480         2,551        12,687            --

Common stock issued for services          12,224,980        12,225       110,775            --

Common stock issued for accounts
payable and accrued liabilities            1,500,000         1,500        43,500            --

Common stock issued for investment
 in Alliance Towers, Inc.                100,000,000       100,000     1,900,000            --

Other comprehensive income, net of tax            --            --            --

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

Balance, March 31, 2004 (RESTATED)       122,403,582   $   122,403   $ 5,616,760   $   (20,000)
                                         ===========   ===========   ===========   ===========
</TABLE>

<TABLE>
<CAPTION>
                                                       Accumulated    Accumulated
                                         Accumulated     Deficit        Deficit
                                            Other       Prior To     TheDuring The    Total
                                         Comprehensive Development    Development  Stockholders'
                                          Income          Stage         Stage        Equity
                                         -----------   -----------   -----------   -----------
<S>                                      <C>           <C>            <C>            <C>
Balance, December 31, 2002               $        --   $(3,557,147)   $  (791,272)   $  (812,494)

Conversion of debentures                          --            --             --         15,238

Common stock issued for services                  --            --             --        123,000

Common stock issued for accounts
payable and accrued liabilities                   --            --             --         45,000

Common stock issued for investment
 in Alliance Towers, Inc.                         --            --             --      2,000,000

Other comprehensive income, net of tax     7,000,000            --             --      7,000,000

Net loss                                          --            --       (342,218)      (342,218)
                                         -----------   -----------    -----------    -----------

Balance, March 31, 2004 (RESTATED)       $ 7,000,000   $(3,557,147)   $(1,133,490)   $ 8,028,526
                                         ===========   ===========    ===========    ===========
</TABLE>

The  accompanying  notes  are an  integral  part of  these  condensed  financial
statement


                                       4
<PAGE>

                             CENTRAL WIRELESS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        CONDENSED STATEMENT OF CASH FLOW
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         For the three months ended
                                                                                 March 31,                January 1, 2002
                                                                         --------------------------         through
                                                                             2003             2002        March 31, 2003
                                                                          (RESTATED)                         (RESTATED)
                                                                         -----------       -----------      -----------
<S>                                                                      <C>               <C>               <C>
Cash flows from operating activities:
    Net loss                                                             $  (342,218)      $  (148,585)      (1,133,490)
    Adjustments to reconcile net loss to net
     cash used by operating activities:
      Stock based compensation                                               123,000                --          256,000
      Amortization of beneficial conversion features of debentures
         and related warrants                                                 94,672                --          203,451
      Salaries paid by addition to notes payable                                  --                --           88,720
    Changes in operating assets and liabilities:
      Accounts receivable                                                         --             6,560            7,789
      Prepaid expenses                                                         1,197                --            1,197
      Bank overdraft                                                              --            (8,144)         (10,781)
      Change in accounts payable and accrued expenses                         72,958            93,246          199,289
      Other                                                                       --            19,231           31,411
                                                                         -----------       -----------      -----------
         Net cash used by operating activities                               (50,391)          (37,692)        (356,414)

Cash flows from investing activities:
    Site acquisition deposit                                                      --                --         (135,000)
    Proceeds from sales of equipment                                              --            17,692               --
                                                                         -----------       -----------      -----------
         Net cash provided (used) by investing activities                         --            17,692         (135,000)

Cash flows from financing activities:
    Proceeds from borrowing on notes payable-related parties                      --            20,000          519,400
    Treasury stock purchase                                                       --                --          (20,000)
                                                                         -----------       -----------      -----------
         Net cash provided by financing activities                                --            20,000          499,400
                                                                         -----------       -----------      -----------
Net change in cash                                                           (50,391)               --            7,986

Cash, beginning of period                                                     58,377                --               --
                                                                         -----------       -----------      -----------
Cash, end of period                                                      $     7,986       $        --      $     7,986
                                                                         ===========       ===========      ===========
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 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
                                                                         ===========       ===========      ===========
    Issuance of 1,500,000 shares for payment of accounts payable
      and accrued liabilities                                            $    45,000       $        --      $    45,000
                                                                         ===========       ===========      ===========
</TABLE>

The  accompanying  notes  are an  integral  part of  these  condensed  financial
statement


                                       5
<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, 2002 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, 2003 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, 2003 and
      2002.

      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.

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



                                       6
<PAGE>

2.    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
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.


3.    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 $9,000,000 as
      of March 31, 2003. Accordingly, the Company recorded an unrealized gain on
      investment  in  Alliance  totaling  $7,000,000  and $0.00,  which has been
      reported as other  comprehensive  income for the three  months ended March
      31, 2003 and 2002, respectively.

4.    CONVERTIBLE DEBENTURES-RELATED PARTIES, NET OF DISCOUNTS

      During the three months ended March 31, 2003 the Company issued  2,551,480
      shares of common  stock  for  conversion  of  principal  totaling  $15,238
      related to the convertible debentures.


                                       7
<PAGE>

5.    STOCKHOLDERS' EQUITY

      In January  2003,  the Company  issued  1,500,000  shares of the Company's
      common stock in satisfaction of accrued liabilities totaling $45,000.

      In January and March 2003,  the Company  issued  12,224,980  shares of the
      Company's common stock for services totaling $123,000.


                                       8
<PAGE>

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


INTRODUCTORY STATEMENTS


     FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

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

     GOING CONCERN

      The Company's auditors stated in their reports on the financial statements
of the Company for the years ended  December 31, 2002 and December 31, 2001 that
the  Company is  dependent  on outside  financing  and has had losses that raise
substantial  doubt about our ability to  continue  as a going  concern.  For the
three months ended March 31, 2003,  the Company  incurred a net loss of $342,218
and the Company had an accumulated  deficit since  re-entering  the  development
stage of $1,333,490. For the years ended December 31, 2002 and 2001, the Company
incurred a net loss of $791,272 and ($1,742,559),  respectively, and the Company
had an  accumulated  deficit of  $(4,348,419)  and  $(3,557,147),  respectively.
Management  is  actively  seeking  customers  for its  products.  The  financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of  recorded  assets,  or  the  amounts  and  classification  of
liabilities  that might be necessary in the event the Company cannot continue in
existence.

      Central Wireless intends to alleviate this concern through external
financing and increasing its revenues. 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.


                                       9
<PAGE>

     CHANGES IN THE NUMBER OF EMPLOYEES

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

      DEFAULT ON DEBENTURES

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

     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, 2003 and 2002.

      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.

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


                                       10
<PAGE>

     OVERVIEW

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

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

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


     TELECOMMUNICATIONS TOWERS

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


                                       11
<PAGE>

     ANTENNAE INSTALLATION

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


     OUR FEES

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


     ENGINEERING, CONSULTING AND DESIGN SERVICES

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


     SITE ACQUISITION AND ZONING SERVICES

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


     RESEARCH AND DEVELOPMENT

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


     MARKETING AND PROMOTION

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


     PLAN OF OPERATIONS FOR 2003

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

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


                                       12
<PAGE>

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

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

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

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

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

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

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

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

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
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.

     RESULTS OF OPERATIONS

     The Company  ceased all  operations  of its prior  business  activities  in
January 2002. In accordance  with  Accounting  Principles  Board Opinion No. 30,
Reporting  the Results of  Operations -  Discontinued  Events and  Extraordinary
Items,  the  Company  has  presented  the  operating  results  related  to these
businesses  for the Quarter  ended March 31, 2002  primarily in one line item as
Loss from  Operations of  Discontinued  Divisions.  The net loss for the quarter
ended March 31, 2002,  was  $148,585.  The net loss from  operation  for quarter
ended March 31, 2003 was $342,218.


     REVERSE STOCK SPLIT

     On July 26, 2002,  each 20 shares of the Company's  common stock which were
issued and  outstanding or reserved for issuance by the Company,  were exchanged
for one share of common stock. The share amounts in the  accompanying  financial
statements  and notes give effect to this reverse split as if it occurred at the
beginning of earliest period presented.


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

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

     (2) SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.

      THREE  MONTHS  ENDED MARCH 31, 2003 AND 2002.  For the three  months ended
March 31,  2003,  selling,  general and  administrative  expenses  increased  to
$208,062,  as compared to $0 for the three  months  ended  March 31,  2002.  The
increase of $208,062 is the result of  discontinued  operations  in the previous
year and accounting  for the expenses as a  discontinuation  of operations.  The
amount  recognized as  discontinued  operations for the three months ended March
31, 2002 amounted to a loss of $148,585. The general and administrative expenses
for 2003 consisted of $144,513 of  professional  and consulting fees and $63,549
in other general and administrative expenses.

      (3) INTEREST  EXPENSE.  For the three  months  ended March 31,  2003,  the
Company had net other  expense of $134,156,  compared to $0 in other expense for
the three months ended March 31, 2002.


                                       13
<PAGE>

     LIQUIDITY AND CAPITAL RESOURCES


     WORKING CAPITAL

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

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

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


     CASH FLOW FROM OPERATING ACTIVITY

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


     CASH FLOW FROM INVESTING ACTIVITY

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


     CASH FLOW FROM FINANCING ACTIVITY

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

     During  the  first  quarter  of 2003,  convertible  debt in the  amount  of
$15,237.84 was converted to common stock  resulting in the issuance of 2,551,480
shares of our common stock. As of May 13, 2003,  convertible  debt in the amount
of  $240,991  was  converted  to  common  stock  resulting  in the  issuance  of
48,190,286 shares of our common stock.

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


     RISK FACTORS

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


                                       14
<PAGE>

      WE HAVE  HISTORICALLY  LOST MONEY AND LOSSES MAY  CONTINUE  IN THE FUTURE,
      WHICH COULD SEVERELY IMPACT OUR ABILITY TO CONTINUE OPERATIONS

      We have historically lost money in prior years. For the three months ended
March 31, 2003, we sustained  losses of $342,218.  For the years ended  December
31, 2002 and December 31, 2001, we sustained  losses of $791,272 and $1,742,599,
respectively.  Future losses are likely to occur. Our independent  auditors have
noted that our Company may not have significant cash or other material assets to
cover its operating  costs and to allow it to continue as a going  concern.  Our
ability to obtain additional funding will determine our ability to continue as a
going concern.  Accordingly,  we may experience  significant  liquidity and cash
flow  problems if we are not able to raise  additional  capital as needed and on
acceptable  terms.  No  assurances  can be given that we will be  successful  in
reaching or maintaining profitable operations.


     WE HAVE BEEN THE SUBJECT OF A GOING  CONCERN  OPINION FROM OUR  INDEPENDENT
     AUDITORS, WHICH COULD SEVERELY IMPACT OUR ABILITY TO CONTINUE OPERATIONS

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


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

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


      OUR  COMMON  STOCK MAY BE  AFFECTED  BY  LIMITED  TRADING  VOLUME  AND MAY
      FLUCTUATE SIGNIFICANTLY, WHICH COULD ADVERSELY AFFECT YOUR ABILITY TO SELL
      SHARES OF OUR COMMON STOCK

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


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

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


      WE ARE  CURRENTLY IN DEFAULT ON OUR  CONVERTIBLE  DEBENTURES,  WHICH COULD
      RESULT IN FORECLOSURE ON SUBSTANTIALLY ALL OF OUR ASSETS

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


                                       15
<PAGE>

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


      WE COULD FAIL TO ATTRACT OR RETAIN KEY  PERSONNEL,  WHICH  COULD  SEVERELY
      IMPACT OUR ABILITY TO CONTINUE OPERATIONS

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

                          RISKS RELATED TO OUR INDUSTRY

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

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

ITEM 3. CONTROLS AND PROCEDURES

(A)   EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     During  the  first  quarter  of 2003,  convertible  debt in the  amount  of
$15,237.84  was  converted  into  common  stock,  resulting  in the  issuance of
2,551,480  shares of our common stock. As of May 20, 2003,  convertible  debt in
the amount of  $240,991  was  converted  into  common  stock,  resulting  in the
issuance of 48,190,286 shares of our common stock.

     On January  13,  2003,  1,500,000  shares at a market  value of $0.03 were
issued to Sharon Hetman for payment of  $45,000 in accounts payable and  accrued
liabilities.

     On January 20, 2003,  100,000  shares were issued to retain the services of
Ronald A. Jones,  as an  independent  director,  at a market  value of $0.03 per
share for a total of $3,000.

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

     Between  April 1, 2003 and May 27,  2003,  the  Company  issued  50,711,270
consistency in dates May 20 above and 27 have shares of restricted  common stock
to investors pursuant to the conversion of convertible debentures. As of May 27,
2003, the remaining principal of convertible debentures is $914,163.06.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

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

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


                                       17
<PAGE>

     THE INVESTOR

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


     SECURED CONVERTIBLE DEBENTURES

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

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

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

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

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

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

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

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

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

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

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


                                       18
<PAGE>

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

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


     COVENANTS AND OTHER RESTRICTIONS

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

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

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

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

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

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

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

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


     WARRANTS

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

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


                                       19
<PAGE>

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

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

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


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

         None.


ITEM 5.  EXHIBITS

(a) Exhibits


<TABLE>
<CAPTION>
EXHIBIT NO.    DESCRIPTION
----------     -------------------------------------------------------------------------
<S>            <C>
2.1            Asset  Purchase  Agreement  dated June 28, 2002 by and among e resources
               inc, KRC Communications, Inc. and Keith Roy Chrimson. (8)

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

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

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

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

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

3.6            Articles of Amendment to the  Articles of  Incorporation,  file with the
               Utah Secretary of State on August 21, 2002. (6)

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

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

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

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

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

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


                                       20
<PAGE>

<TABLE>
<CAPTION>


EXHIBIT NO.    DESCRIPTION
----------     -------------------------------------------------------------------------
<S>            <C>
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. (5)

31.1           Certification  of the Chief  Executive  Officer and Acting  Chief
               Financial Officer Pursuant to 18 U.S.C.  Section 1350, As Adopted
               Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (7)

32.1           Certification  of the Chief  Executive  Officer and Acting  Chief
               Financial Officer Pursuant to 18 U.S.C.  Section 1350, As Adopted
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (7)


</TABLE>

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

(1)   Filed  with  the  Commission  on June  13,  2001 as an  attachment  to our
      Registration Statement on Form SB-2 and incorporate 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 November 14, 2002, and  incorporated  by
      reference.

(6)   Filed  with  the  Commission  on  August  29,  2002  and  incorporated  by
      reference.

(7)   Provided herewith.

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

(b) Reports on Form 8-K

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


                                       21
<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: July 14, 2004                      CENTRAL WIRELESS, INC.

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


                                       22