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, 2005

                           COMMISSION FILE NO. 0-28287

                             CENTRAL WIRELESS, INC.
                             ----------------------
        (Exact name of small business issued as specified in its charter)

                   UTAH                                   87-0476117
                   ----                                   ----------
     (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
              Incorporation)

                                2040 BISPHAM ROAD
                             SARASOTA, FLORIDA 34231
                             -----------------------
                    (Address of Principal Executive Offices)

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding twelve 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.

                                 Yes [X] No [_]

State the number of shares outstanding of each of the issuer's classes of common
equities as of the latest practicable date: AS OF MAY 1, 2005 THERE WERE
821,492,451 OUTSTANDING SHARES OF THE ISSUER'S COMMON STOCK, $0.001 PAR VALUE.

Transitional Small Business Disclosure Format:        Yes [_]  No [X]


<PAGE>


                             CENTRAL WIRELESS, INC.

                                   FORM 10-QSB

                                TABLE OF CONTENTS
                                -----------------

PART 1.........................................................................2
FINANCIAL INFORMATION..........................................................2
  ITEM 1.  FINANCIAL STATEMENTS...................................... .........2
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OR PLAN OF OPERATIONS...............................................21
  ITEM 3.  CONTROLS AND PROCEDURES............................................29
PART II.......................................................................30
OTHER INFORMATION.............................................................30
  Item 1.  Legal Proceedings..................................................30
  Item 2.  Unregistered Sales Of Equity Securities And Use Of Proceeds........30
  Item 3.  Defaults Upon Senior Securities....................................30
  Item 4.  Submission Of Matters To A Vote Of Security Holders................30
  Item 5.  Other Information..................................................30
  Item 6.  Exhibits And Reports On Form 8-K...................................31
SIGNATURES....................................................................37


                                       i
<PAGE>


                                     PART 1


                              FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS.


                                       2
<PAGE>


                             CENTRAL WIRELESS, INC.
                          CONDENSED FINANCIAL STATEMENT

                              AS OF MARCH 31, 2005

                          INDEX TO FINANCIAL STATEMENTS

                                                                     Page Number
                                                                     -----------
CONDENSED BALANCE SHEET                                                  4

CONDENSED STATEMENTS OF OPERATIONS                                       5

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT                  6

CONDENSED STATEMENTS OF CASH FLOWS                                       7

NOTES TO CONDENSED FINANCIAL STATEMENTS                                8-13


                                       3

<PAGE>
                             CENTRAL WIRELESS, INC.
                             CONDENSED BALANCE SHEET
                                 MARCH 31, 2005
                                   (UNAUDITED)

                                     ASSETS

Current assets
  Cash                                                             $      17,829
  Inventory                                                              127,750
  Prepaid expense and other current assets                                25,765
                                                                   -------------
     Total current assets                                                171,344

Investment in equity method investee                                        --
                                                                   -------------
Total assets                                                       $     171,344
                                                                   =============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Accounts payable and accrued liabilities                         $    415,150
  Due to stockholder                                                     61,483
  Convertible debentures                                              1,227,796
                                                                   ------------
     Total current liabilities                                        1,704,429
                                                                   ------------
Total liabilities                                                     1,704,429

Commitments and contingencies                                              --
Stockholders' deficit
  Preferred stock; no par value; 10,000,000 shares
     authorized, no shares issued an outstanding                           --
  Common stock; $0.001 par value; 2,000,000,000 shares
     authorized, 821,492,452 shares issued and outstanding              821,492
  Additional paid-in capital                                          7,899,076
  Accumulated deficit                                               (10,253,653)
                                                                   ------------
     Total stockholders' deficit                                     (1,533,085)
                                                                   ------------
Total liabilities and stockholders' deficit                        $    171,344
                                                                   ============

    The Accompanying Notes Are an Integral Part of These Financial Statements


                                        4
<PAGE>

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

                                                    For the       For the three
                                                  three months     months Ended
                                                     Ended        March 31, 2004
                                                 March 31, 2005     (RESTATED)
                                                 -------------    -------------
Revenues                                         $        --      $      27,000
Cost of sales                                             --            152,733
                                                 -------------    -------------
  Gross loss                                              --           (125,733)

Operating expenses
  General and administrative expenses
     Professional and consulting                          --             32,750
     Other general and administrative                   81,523           90,270
                                                 -------------    -------------
  Total general and administrative expenses             81,523          123,020
                                                 -------------    -------------
Loss from operations                                   (81,523)        (248,753)

Other expense
  Interest expense                                    (305,128)         (32,393)
                                                 -------------    -------------
Loss before provision for income taxes                (386,651)        (281,146)
Provision for income taxes                                --               --
                                                 -------------    -------------
Net loss                                         $    (386,651)   $    (281,146)
                                                 =============    =============
Basic and diluted loss per common share          $       (0.00)   $       (0.00)
                                                 =============    =============
Basic and diluted weighted average
  common shares outstanding                        821,492,452      778,379,833
                                                 =============    =============

    The Accompanying Notes Are an Integral Part of These Financial Statements


                                        5

<PAGE>
                             CENTRAL WIRELESS, INC.
                  CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                                   Common Stock
                                       --------------------------------      Additional          Total
                                           Number of                          Paid-in         Accumulated    Stockholders'
                                            Shares             Amount         Capital           Deficit         Deficit
                                       -----------------------------------------------------------------------------------
<S>                                        <C>                 <C>           <C>             <C>               <C>
Balance, December 31, 2004                 821,492,452         821,492       7,649,076       (9,867,002)       (1,396,434
Beneficial conversion feature on
  convertible debentures and
  related warrants                                  --              --         250,000               --           250,000
Net loss                                            --              --              --         (386,651)         (386,651
                                       -----------------------------------------------------------------------------------
Balance, March 31, 2005 (UNAUDITED)        821,492,452  $      821,492  $    7,899,076 $    (10,253,653)   $   (1,533,085
                                       -----------------------------------------------------------------------------------
</TABLE>

   The Accompanying Notes Are an Integral Part of These Financial Statements

                                        6
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                         For the three months
                                                                                For the three months             Ended
                                                                                       Ended                 March 31, 2004
                                                                                   March 31, 2005              (RESTATED)
                                                                                --------------------   ----------------------
<S>                                                                             <C>                     <C>
Cash flows from operating activities:
  Net loss                                                                      $           (386,651)   $           (281,146)
  Adjustments to reconcile net loss to net cash used by operating activities:
     Stock based compensation                                                                   --                    24,000
     Accretion of discount on convertible debentures                                         250,000                   5,065
  Changes in operating assets and liabilities:
     Accounts receivable                                                                        --                  (175,517)
     Costs and estimated earnings in excess of billings
        on uncompleted contracts                                                                --                    15,440
     Prepaid expenses                                                                        (25,765)                  2,157
     Inventory                                                                                  --                    30,000
     Accounts payable and accrued expenses                                                   (39,633)                214,514
                                                                                --------------------    --------------------
        Net cash used by operating activities                                               (202,049)               (165,487)

Cash flows from financing activities:
  Change in due to stockholder                                                               (30,140)                  1,400
  Proceeds from issuance of convertible debentures                                           250,000                    --
                                                                                --------------------    --------------------
        Net cash provided by financing activities                                            219,860                   1,400
                                                                                --------------------    --------------------
Net decrease in cash                                                                          17,811                (164,087)

Cash, beginning of period                                                                         18                   4,467
                                                                                --------------------    --------------------
Cash, end of period                                                             $             17,829    $           (159,620)
                                                                                ====================    ====================
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
                                                                                $               --      $            160,137
                                                                                ====================    ====================
</TABLE>

    The Accompanying Notes Are an Integral Part of These Financial Statements

                                        7
<PAGE>


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


1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT POLICIES
   ---------------------------------------------------------

   Basis  of  presentation  - The  accompanying  unaudited  condensed  financial
   statements  have been prepared in  accordance  with  Securities  and Exchange
   Commission requirements for interim financial statements.  Therefore, they do
   not include  all of the  information  and  footnotes  required by  accounting
   principles  generally  accepted in the United  States for complete  financial
   statements.  The financial  statements should be read in conjunction with the
   Form 10-KSB for the year ended  December 31, 2004 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,  2005 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.

   Investment in  equity-method  investee - The Company accounts for investments
   in which the Company does not maintain  control in accordance with Accounting
   Research  Bulletin  51,  as  amended,  as  an  equity-method   investee.  The
   investment  in  equity-method  investees is reflected on the balance sheet as
   "Investment  in  equity  method  investee"  and its  share of the  investees'
   earnings or losses as "Equity in losses of  equity-method  investee,  net" on
   the  statements of  operations.  When the Company is not committed to provide
   additional  financial  support  for the  investee,  has  already  reduced its
   investment  in and  advances to the investee to zero,  and has no  additional
   investments  in the  investee,  the Company  does not  continue to report its
   share of the  investee's  losses.  Revenues  earned  from  the  equity-method
   investee are reported when the amounts are realized.

   As of December 31, 2004, the Company and the Company's CEO had  approximately
   11% and 13%, respectively, of ownership in Alliance Tower, Inc. ("Alliance").
   During  2003,  the  Company's  investment  in  Alliance  was  reduced  to $0,
   accordingly  the  Company  did  not  continue  to  report  its  share  of the
   investee's losses.


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


                                       8
<PAGE>


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


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


   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 SFAS No. 123, "Accounting for Stock-Based
   Compensation".  SFAS No 123 requires the  recognition  of  compensation  cost
   using a fair value based method whereby  compensation cost is measured at the
   grant date based on the value of the award and is recognized over the service
   period,   which  is  usually  the  vesting  period.   The  Company  uses  the
   Black-Scholes  pricing  model to  calculate  the fair  value of  options  and
   warrants  issued to  non-employees.  Stock issued for  compensation is valued
   using the market price of the stock on the date of the related agreement.


   The Company granted no warrants or options to employees for compensation for
   the three months ended March 31, 2005.

   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.

2. INVENTORY
   ---------

   In October 2003, the Company issued  400,000,000  shares of common stock to a
   third party for eight steel  towers which were  disassembled  and held by the
   Company for sale or lease. The Company recorded this transaction based on the
   fair value of the towers  totaling  $240,000.  During  December  2003 and the
   first quarter 2004,  the Company  constructed  and sold four of the towers to
   Alliance.  The remaining four disassembled  towers total $127,750 as of March
   31, 2005.

3. INVESTMENT IN EQUITY METHOD INVESTEE
   ------------------------------------

   The Company  accounts for  investments in which the Company does not maintain
   control in accordance with Accounting Research Bulletin 51, as amended, as an
   equity-method   investee.  The  investment  in  equity-method   investees  is
   reflected on the balance sheet as "Investment in equity method  investee" and
   its  share of the  investees'  earnings  or losses  as  "Equity  in losses of
   equity-method  investee,  net" on the  statements  of  operations.  When  the
   Company is not  committed  to provide  additional  financial  support for the
   investee,  has already reduced its investment in and advances to the investee
   to zero, and has no additional  investments in the investee, the Company does
   not continue to report its share of the investee's  losses.  Revenues  earned
   from the equity-method investee are reported when the amounts are realized.

   As of March 31, 2005, the Company and the Company's CEO had approximately 11%
   and 13%,  respectively,  of ownership in Alliance Tower,  Inc.  ("Alliance").
   During  2003,  the  Company's  investment  in  Alliance  was  reduced  to $0,
   accordingly  the  Company  did  not  continue  to  report  its  share  of the
   investee's losses

   During April 27, 2005 as a result of a reverse merger by Alliance and another
   entity,  the Company and its CEO's ownership in Alliance decreased to a level
   where they can no longer collectively exercise any significant influence over
   Alliance.  Accordingly,  the Company will begin to account for the investment
   in Alliance  Towers  under the cost method  whereby  the  investment  will be
   recorded at its carrying  amount on the date that it no longer  qualifies for
   equity method  accounting.  As the carrying  amount on April 27, 2005 was $0,
   the change in accounting  methods will not have a  significant  impact on the
   financial statements (See Note 8)


                                       9
<PAGE>


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


4. CONVERTIBLE DEBENTURES
   ----------------------

   During  January 2005,  the Company  issued  convertible  debentures  totaling
   $250,000 payable to  stockholders,  collateralized  by the Company's  assets,
   with  interest  payable  quarterly  at a  rate  of 8%,  increasing  to 15% on
   default, maturing January 2007. The debenture is convertible at the lesser of
   $0.005 or 50% of the lowest  three bid prices  over the twenty  trading  days
   prior to conversions. The debenture has 750,000 attached warrants to purchase
   the  Company's  common stock at $0.005 per share which vest  immediately  and
   expire  January 2010. As of March 31, 2005,  the Company is in default on all
   the   convertible   debentures,   including   the  January  2005   debenture.
   Accordingly, the Company fully accreted the estimated value of the conversion
   feature  and  warrants  related  to the new  debenture  as  interest  expense
   totaling $250,000.

5. RELATED PARTY TRANSACTIONS
   --------------------------

   Due to stockholder - Due to stockholder totaling $61,483 consists of accrued
   compensation and unreimbursed expense to the Company's CEO and stockholder.


6. GOING CONCERN
   -------------


   The Company incurred a net loss from operations of approximately $387,000 for
   the three months  ended March 31, 2005.  The  Company's  current  liabilities
   exceed  its  current  assets by  approximately  $1,554,000.  The  Company  is
   currently  in default on all  convertible  debentures  as of March 31,  2005.
   Additionally,  the Company will no longer  receive  revenue from contracts or
   services  from its sole  customer,  Alliance,  as  discussed in Note 8 and 9.
   These  factors  create  substantial  doubt  about the  Company's  ability  to
   continue as a going concern.


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


   The company is actively  seeking  additional  working  relationships  both in
   broadband  infrastructure  and  cellular  tower  construction  projects in an
   effort to replace the work relationship it had enjoyed with Alliance Towers.

   After the  registration  statement  is filed,  the  Company  will  attempt to
   receive  additional funds through the current  debenture  holders to fund our
   growth.  The Company plans to begin  advertising in trade journals  targeting
   carriers  and  construction  companies  to  inform  them of our  service  and
   construction capabilities, in an attempt to gain new sources of income.

   We will be offering  construction  oversight of both  cellular  communication
   towers and broadband systems for companies and individuals which would prefer
   to  own  towers,  but  would  require  assistance  in  the  oversight  of the
   construction process.

   Based on  additional  funding,  we will be able to construct  towers based on
   carrier's  parameters. Once  completed,  the towers will  remain  property of
   Central  Wireless  and we will begin  collecting  monthly  revenue from these
   sites.  The average cost per tower ranges from $170,000 to $190,000  based on
   particular  site and tower  height.  Annual  revenues  from  each site  would
   average approx $21,600 per carrier /per tower. Most towers have a capacity of
   five carriers.



7. RESTATED FINANCIAL STATEMENTS
   -----------------------------

   The Company has restated its  previously  reported  balance sheet as of March
   31, 2004 and related statements of operations, stockholders' deficit and cash
   flows for the  period  from  January 1, 2004  through  March 31,  2004.  This
   restatement  reflects a correction in the Company's accounting method for the
   investment  in  Alliance  Towers,  Inc.  ("Alliance"),  whereby  the  Company
   determined the investment would be recorded using the equity method.



   The   Company   originally   recorded   the   investment   in   Alliance   as
   available-for-sale marketable securities.


   The Company subsequently  determined that the combined ownership of shares of
   Alliance held by the Company and the Company's CEO was such the Company could
   significantly influence Alliance.


                                       10
<PAGE>


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

   The following summarizes the changes to the balance sheet and statements of
   operations related to using the equity method:

                             CENTRAL WIRELESS, INC.
                                  BALANCE SHEET
<TABLE>
<CAPTION>


                                                                 March 31,    March 31,
                                                                   2004          2004
                                                               -----------   ------------
                                                               As reported     Restated
                                              ASSETS
Current assets
    <S>                                                        <C>           <C>

    Cash                                                       $       456   $       456
    Accounts receivable - related party                            698,830          --
    Inventory                                                      127,750       127,750
    Prepaid expense                                                  2,658         2,658
                                                               -----------   -----------
    Total current assets                                           829,694       130,864
                                                               -----------   -----------

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

Total assets                                                   $ 2,829,694       130,864
                                                               ===========   ===========

                          LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIT)
Current liabilities
    Accounts payable and accrued liabilities                   $   890,352    $   890,352
    Due to stockholder                                              25,968         25,968
    Convertible debentures payable - current portion, net of
       discounts on conversion features                            626,345        626,345
                                                               -----------    -----------
    Total current liabilities                                    1,542,665      1,542,665
                                                               -----------    -----------
Convertible debentures payable - long-term portion, net of
   discounts on conversion features                                114,725        114,725
                                                               -----------    -----------
Total liabilities                                                1,657,390      1,657,390

Commitments and contingencies                                         --             --
Stockholders' equity (deficit)
    Preferred stock; no par value; 10,000,000 shares
       authorized, no shares issued and outstanding                   --             --
    Common stock; $.001 par value, 2,000,000,000 shares
       authorized, 753,159,566 shares issued and outstanding       800,442        800,442
    Additional paid-in capital                                   7,608,797      7,608,797
    Accumulated other comprehensive income                            --             --
    Accumulated deficit prior to the development stage          (3,557,147)    (3,557,147)
    Accumulated deficit during the development stage            (3,679,788)    (6,378,618)
                                                               -----------    -----------
Total stockholders' equity (deficit)                             1,172,304     (1,526,526)
                                                               -----------    -----------
Total liabilities and stockholders' equity                     $ 2,829,694    $   130,864
                                                               ===========    ===========
</TABLE>


                                       11
<PAGE>


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

                             CENTRAL WIRELESS, INC.
                            STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2004

<TABLE>
<CAPTION>

                                                       As reported       Restated
                                                      -------------    -------------
<S>                                                   <C>              <C>
      Revenues                                        $     202,077    $      27,000

      Cost of revenues                                      167,734          152,733
                                                      -------------    -------------
          Gross profit (loss)                                34,343         (125,733)

      Operating expenses
          General and administrative expenses
             Professional and consulting                     32,750           32,750
             Other general and administrative                90,270           90,270
                                                      -------------    -------------
          Total general and administrative expenses         123,020          123,020
                                                      -------------    -------------
Loss from operations                                        (88,677)        (248,753)
      Other expense
          Interest expense                                  (32,393)         (32,393)
                                                      -------------    -------------
      Loss before provision for income taxes               (121,070)        (281,146)

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

      Net loss                                        $    (121,070)   $    (281,146)
                                                      =============    =============

      Loss per common share - basic and diluted       $       (0.00)   $       (0.00)
                                                      =============    =============
      Weighted average common shares outstanding -
      Basic and diluted                                 778,379,833      778,379,833
                                                      =============    =============
</TABLE>


                                       12
<PAGE>


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


8. CONCENTRATION
   -------------


   Currently,  the Company's only customer is Alliance for which the Company has
   contracted to assist in the  acquisition of wireless tower sites,  as well as
   assistance in engineering, zoning, and construction of towers on the acquired
   sites.  All revenues  related to Alliance  are 100% of the total  transaction
   fees for the three months ended March 31,  2004.  During 2005,  there were no
   transaction  fees with  Alliance.  As  discussed in Note 6 and 9, the Company
   will no longer receive  revenue  through  contracts or services from Alliance
   beginning in April 2005.



9. SUBSEQUENT EVENTS
   -----------------


   Change in  accounting  methods  - On April 27,  2005 as a result of a reverse
   merger by Alliance and another entity, the Company and its CEO's ownership in
   Alliance decreased to a level where they can no longer collectively  exercise
   any significant influence over Alliance.  Accordingly, the Company will begin
   to account  for the  investment  in  Alliance  Towers  under the cost  method
   whereby the  investment  will be recorded at its carrying  amount on the date
   that it no longer  qualifies  for equity method  accounting.  As the carrying
   amount on April 27, 2005 was $0, the change in  accounting  methods  will not
   have a significant impact on the financial statements (See Note 3).



   Loss of  significant  customer  - During  April 2005 as a result of a reverse
   merger by  Alliance,  the  Company  will no longer  receive  revenue  through
   contracts  or services  from  Alliance.  The Company  currently  has no other
   customers.  Therefore,  the  loss  of this  customer  is  expected  to have a
   significant  impact on the  Company's  financials.  Management  is  currently
   seeking  additional  customers.  Failure  to  obtain  additional  sources  of
   revenues  will result in no revenue for the Company,  and the Company will be
   forced to cease operations.


                                       13
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS


FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements. Such forward-looking statements
include  statements  regarding,   among  other  things,  (a)  Central  Wireless'
projected sales and profitability,  (b) Central Wireless' growth strategies, (c)
anticipated trends in Central Wireless'  industry,  (d) Central Wireless' future
financing plans, (e) Central  Wireless'  anticipated  needs for working capital,
(f) Central  Wireless'  lack of  operational  experience,  and (g) the  benefits
related  to  ownership  of  Central  Wireless'  common  stock.   Forward-looking
statements,  which involve  assumptions and describe  Central  Wireless'  future
plans,  strategies,  and expectations,  are generally identifiable by use of the
words "may," "will," "should," "expect,"  "anticipate,"  "estimate,"  "believe,"
"intend," or "project"  or the  negative of these words or other  variations  on
these words or comparable  terminology.  This  information may involve known and
unknown risks, uncertainties, and other factors that may cause Central Wireless'
actual results, performance, or achievements to be materially different from the
future  results,  performance,  or  achievements  expressed  or  implied  by any
forward-looking  statements.  These statements may be found under  "Management's
Discussion  and  Analysis  Or Plan  of  Operations"  as  well as in this  Report
generally.  Actual events or results may differ  materially from those discussed
in forward-looking statements as a result of various factors, including, without
limitation  the matters  described in this Report  generally.  In light of these
risks and  uncertainties,  there can be no  assurance  that the  forward-looking
statements contained in this Report will in fact occur as projected. Readers are
further cautioned not to place undue reliance on such forward-looking statements
as they speak only of Central  Wireless'  views as of the date the statement was
made.  Central  Wireless,  Inc.  undertakes no obligation to publicly  update or
revise any forward-looking  statements,  whether as a result of new information,
future events, or otherwise.


OVERVIEW


      BUSINESS

      Central Wireless,  Inc. ("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, including
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 businesses 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.

      In 2000 and 2001,  our  company  (then e  resources  inc)  provided  video
production  and  streaming  services  and  sold  healthcare  products  over  the
Internet.  Ultimately,  our businesses  proved to be unsuccessful and in January
2002, we ceased  operations.  We resumed operations in July 2002, after changing
our business strategy and entering the telecommunications  industry by acquiring
assets consisting primarily of nine contracts to build telecommunications towers
capable of transmitting broadband,  cellular and other wireless signals from KRC
Communications.  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.


      BUSINESS DEVELOPMENT AND HISTORY

      Central Wireless (formerly e resources inc, Dryden  Industries,  Inc., Dry
Dairy International, Inc., and Wonder Capital, Inc.), was incorporated under the
laws of the state of Utah on March 6, 1987. Our company was originally formed as
an acquisition vehicle to acquire privately held business entities and aggregate
them in order to maximize the value of their combined equity.

      Our company engaged in a public offering of its securities and on February
11, 1988, we closed our initial public  offering  having sold 1,990,000 units at
the  offering  price of $0.10 per unit.  We  subsequently  attempted  to conduct
various businesses, but were unsuccessful in our efforts.


                                       14
<PAGE>


      TELECOMMUNICATIONS TOWERS

      We design,  engineer and construct  the most popular  styles of towers for
transmission  of  broadband,  cellular  and other  wireless  telecommunications,
including the monopole,  the guy tower,  stealth tower designs, 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.

      On  October  14,  2003,  we entered  into an  agreement  with  Diversified
Management,  L.L.C.  to purchase  materials  to build  eight  telecommunications
towers in Georgia.  We issued 400,000,000 shares of common stock in exchange for
these materials. Central Wireless has constructed and sold materials for four of
these towers to Alliance Towers. Central Wireless does not have plans to use the
remaining materials at any specific locations.


      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 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 can 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 have the  ability  to  tailor  each of our  towers  for our
customers'  specific  needs.  We also  can  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  Federal  Aviation
Administration  ("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.


                                       15
<PAGE>


      REGULATORY MATTERS

      Both  the  FAA and  the  Federal  Communications  Commission  (the  "FCC")
regulate  telecommunications  towers  used  for  broadband  and  other  wireless
communications.  The FAA regulations  govern many aspects of tower  construction
which are  relevant to Central  Wireless.  The location and height of our towers
may be limited by FAA regulations,  and with the construction of each new tower,
modification  of an existing  tower,  or antenna  placement,  we must obtain FAA
approval.  These regulations are intended to insure that the towers and antennas
will not interfere with nearby airports and airplane traffic.

      The FCC separately regulates and licenses wireless  communications devices
operating on telecommunications towers based upon the particular frequency used.
These  regulations  affect the owners of the equipment placed on the towers,  so
unless we own or operate towers, we are not subject to FCC regulations. However,
our  customers  are  subject  to  FCC  regulations.   Currently,   we  are  only
occasionally  involved in FCC regulatory  matters.  However,  we expect that our
involvement  with FCC regulation will increase,  particularly if we begin to own
and operate telecommunications towers.

      We also must comply  with state and local  regulations,  including  zoning
ordinances and various laws designed to protect historical sites. Ordinances and
regulations  vary state by state and by location,  and we research the state and
local  requirements  for each  tower we  construct.  We assist  our  clients  in
obtaining the requisite  approval and guide them through the zoning process.  If
we decide to enter  markets  outside  the United  States,  we will be subject to
regulations in foreign jurisdictions.


      ENVIRONMENTAL MATTERS

      Our construction  process is subject to regulations  promulgated under the
National  Environmental  Policy Act of 1969.  We also must comply  with  various
federal,  state  and  local  environmental  regulations,  including  regulations
relating  to the use,  storage,  disposal,  emission  and  remediation  of,  and
exposure to, hazardous and non-hazardous  substances,  materials,  and waste. We
routinely  perform  environmental  assessments  as a part  of  the  construction
process.

      We believe  that the nature of our  business  exposes us to  environmental
liability under various federal, state and local regulations. This liability may
exist  even if we did not cause  the  contamination,  or if we no longer  own or
operate  the  contaminated  property.  The costs which we may be held liable for
include,  but are not  limited  to, the expense of  investigation  of  potential
environmental contamination,  and removal or remediation of soil and groundwater
contaminated by hazardous substances or wastes.


      COMPETITION

      We compete with both small and large  companies on a national  basis.  Our
competitors  include  companies  offering  built-to-suit  towers,  and companies
offering  lease  space  in  towers  already  constructed.  Some  of our  largest
competitors  include American Tower Corporation,  Pinnacle  Holdings,  Inc., SBA
Communications,  Inc., and Crown International. These competitors in particular,
and most of our other competitors,  have significantly greater resources than we
do. We believe that we offer  competitive  prices and  specialized  service that
sets us apart  from our  competitors.  We  believe  that the  telecommunications
market is an emerging market and we expect our competition to increase.


      SUPPLIERS

      We purchase  prefabricated tower and antennae components from a variety of
suppliers on an as-needed  basis for each tower we  construct.  In the past,  we
have not experienced any difficulties in obtaining tower components,  which have
generally been readily available when needed at competitive prices.


      EMPLOYEES

      As of May 10, 2005, we employed two full-time employees, Kenneth W. Brand,
and Steven W. Troyan. Central Wireless does not intend to hire any new employees
in fiscal 2005. We consider our relations with our employees to be good.


                                       16
<PAGE>


      RISK FACTORS

      CENTRAL WIRELESS' BUSINESS INVOLVES A HIGH DEGREE OF RISK, INCLUDING THOSE
RISKS SET FORTH BELOW. IF ANY OF THESE RISKS OR  UNCERTAINTIES  ACTUALLY OCCURS,
CENTRAL WIRELESS' BUSINESS,  FINANCIAL CONDITION, AND/OR OPERATING RESULTS COULD
BE  MATERIALLY  HARMED.  IN THAT CASE,  THE TRADING  PRICE OF CENTRAL  WIRELESS'
COMMON STOCK COULD DECLINE.


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

      We are currently in default on our obligations  under certain  convertible
debentures  purchased  by AJW  Partners,  AJW  Qualified,  AJW  Offshore and New
Millennium. Pursuant to the terms of these convertible debentures, the investors
may apply a  penalty  to  Central  Wireless  if we are in  default  which  would
increase  the  amount due to the  investors  by at least  30%.  This  penalty is
currently being applied.  Central Wireless 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 Central Wireless granted a security interest to the investors  covering
substantially  all of our assets.  Because we are in default on the  convertible
debentures,   the  investors  may  exercise  their  rights  under  the  security
agreements,  which include the right to take possession of our assets, sell such
assets, and apply the proceeds of such sales to pay down the outstanding balance
of the convertible  debentures.  The investors have delivered  demand letters to
Central  Wireless  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 HAVE BEEN AND  CONTINUE  TO BE  SUBJECT TO A WORKING  CAPITAL  DEFICIT,
      WHICH COULD FORCE CENTRAL WIRELESS TO CEASE OPERATIONS

      We had a working capital deficit of $1,533,085 at March 31, 2005.  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.   In  addition,  our  accumulated  deficit  was
$10,253,653 at March 31, 2005.


      CENTRAL  WIRELESS HAS  HISTORICALLY  LOST MONEY AND LOSSES MAY CONTINUE IN
      THE FUTURE

      Since our  inception  we have not been  profitable  and have lost money on
both a cash and non-cash basis.  For the years ended December 31, 2004 and 2003,
we lost $212,384 and $5,306,199,  respectively. For the 3 months ended March 31,
2005, we had a net loss of $386,651.  Our accumulated deficit was $10,253,653 at
March 31,  2005.  Future  losses are  likely to occur,  as we are  dependent  on
spending  money  to pay  for  the  development  and  sale  of our  products.  No
assurances  can be given that we will be successful  in reaching or  maintaining
profitable  operations.  Accordingly,  we may experience liquidity and cash flow
problems.


      CENTRAL WIRELESS WILL NEED TO RAISE ADDITIONAL  CAPITAL OR DEBT FUNDING TO
      SUSTAIN OPERATIONS

      Unless Central Wireless can become profitable with the existing sources of
funds it has available and its sales efforts, we will require additional capital
to  sustain  operations  and we  will  need  access  to  additional  capital  or
additional debt financing to grow our sales. In addition,  to the extent that we
have a working  capital  deficit and cannot  offset the deficit from  profitable
sales,  we may have to raise  capital  to repay the  deficit  and  provide  more
working  capital  to  permit  growth in  revenues.  We  cannot  assure  you that
financing  whether from external sources or related parties will be available if
needed or on favorable  terms.  Our inability to obtain adequate  financing will
result  in the need to  reduce  the pace of  business  operations.  Any of these
events  could be  materially  harmful to our  business and may result in a lower
stock price.


                                       17
<PAGE>


      WE HAVE BEEN THE SUBJECT OF A GOING  CONCERN  OPINION FOR OUR FISCAL YEARS
      ENDED  DECEMBER 31, 2004 AND 2003 AND MARCH 31, 2002 FROM OUR  INDEPENDENT
      AUDITORS,  WHICH  MEANS  THAT WE MAY NOT BE  ABLE TO  CONTINUE  OPERATIONS
      UNLESS WE CAN BECOME PROFITABLE OR OBTAIN ADDITIONAL FUNDING

      Our  independent  auditors  have added an  explanatory  paragraph to their
audit opinions issued in connection with our financial  statements for the years
ended  December  31,  2004 and 2003 and March 31,  2002,  which  states that the
financial  statements raise substantial doubt as to Central Wireless' ability to
continue as a going concern. Our ability to make operations profitable or obtain
additional  funding will  determine 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.  Based on our current  budget  assessment,  we
believe that we will need to obtain approximately  $1,500,000 in additional debt
or equity  capital from one or more sources to fund  operations  for the next 12
months. These funds are expected to be obtained from the sale of securities.


      OUR  COMMON  STOCK IS DEEMED TO BE "PENNY  STOCK,"  WHICH MAY MAKE IT MORE
      DIFFICULT  FOR   INVESTORS  TO  SELL  THEIR  SHARES  DUE  TO   SUITABILITY
      REQUIREMENTS

      Our common stock is deemed to be "penny  stock" as that term is defined in
Rule 3a51-1  promulgated under the Securities  Exchange Act of 1934, as amended.
These  requirements  may reduce  the  potential  market for our common  stock by
reducing the number of potential investors.  This may make it more difficult for
investors  in our common  stock to sell shares to third  parties or to otherwise
dispose of them.  This could cause our stock price to decline.  Penny stocks are
stock:

            o     With a price of less than $5.00 per share;

            o     That are not traded on a "recognized" national exchange;

            o     Whose prices are not quoted on the NASDAQ automated  quotation
                  system  (NASDAQ  listed  stock  must still have a price of not
                  less than $5.00 per share); or

            o     In issuers with net tangible assets less than $2.0 million (if
                  the issuer has been in continuous operation for at least three
                  years) or $10.0 million (if in  continuous  operation for less
                  than three years),  or with average revenues of less than $6.0
                  million for the last three years.

      Broker-dealers  dealing in penny stocks are required to provide  potential
investors  with a  document  disclosing  the  risks of penny  stocks.  Moreover,
broker-dealers  are required to determine whether an investment in a penny stock
is a suitable investment for a prospective investor.


      OUR  COMMON  STOCK MAY BE  AFFECTED  BY  LIMITED  TRADING  VOLUME  AND MAY
      FLUCTUATE  SIGNIFICANTLY,  WHICH COULD ADVERSELY AFFECT INVESTORS' 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.


      OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT OR IMPOSSIBLE TO EVALUATE
      OUR PERFORMANCE AND MAKE PREDICTIONS ABOUT OUR FUTURE

      Based on our limited  operating  history  and sales,  it is  difficult  or
impossible for us to evaluate our operational and financial  performance,  or to
make accurate predictions about our future performance. While we believe that we
have refined our  products and sales  efforts to reflect the needs of the market
place;  however,  there  is no  assurance  that we will  be  successful  or well
received by potential customers.


                                       18
<PAGE>


      SUBSTANTIALLY  ALL OF OUR ASSETS ARE PLEDGED TO SECURE OUR  OBLIGATIONS TO
      CERTAIN INVESTORS

      Our lenders are comprised of a group of four accredited investors,  who as
of  May  10,  2005,  have  purchased  an  aggregate  of  $2,075,000  in  secured
convertible  debentures  and  warrants  from  Central  Wireless  under  the 2001
Securities  Purchase  Agreement,  the  Letter  Agreement,  the  2002  Securities
Purchase Agreement,  August 2003 Securities Purchase  Agreements,  December 2003
Securities Purchase Agreement, April 2004 Securities Purchase Agreement, and the
January  2005  Securities  Purchase  Agreement  (collectively,  the  "Investment
Documents"). All of the proceeds received from these persons have been exhausted
by us.  Pursuant  to  the  terms  contained  in the  Investment  Documents,  our
obligations  thereunder are secured by all of our assets until such  obligations
are  paid  in  full.  Accordingly,  if we  are  unable  to  satisfy  any  of our
obligations  under the Investment  Documents,  our assets may be foreclosed upon
and our business may be shut down.


      FLUCTUATIONS IN OUR OPERATING RESULTS MAY ADVERSELY AFFECT OUR STOCK PRICE
      AND  PURCHASERS OF OUR SHARES OF COMMON STOCK MAY LOSE ALL OR A PORTION OF
      THEIR INVESTMENT

      Historically, there has been volatility in the market price for our common
stock. Our quarterly operating results,  the number of shareholders  desiring to
sell their share,  changes in general  conditions in the economy,  the financial
markets or the healthcare  industry,  or other developments  affecting us or our
competitors,  could  cause the  market  price of our common  stock to  fluctuate
substantially.  We expect to experience  significant  fluctuations in our future
quarterly  operating  results  due to a variety  of  factors.  Factors  that may
adversely affect our quarterly operating results include:

            o     the announcement or introduction of new products by us and our
                  competitors;

            o     our ability to retain existing clients and attract new clients
                  at a steady rate, and maintain client satisfaction;

            o     the  amount  and  timing  of   operating   costs  and  capital
                  expenditures   relating  to  expansion  of  our  business  and
                  operations; and

            o     general economic  conditions and economic  conditions specific
                  to our industry.

      As a  result  of  these  factors,  in one or  more  future  quarters,  our
operating  results may fall below the  expectations  of securities  analysts and
investors.  In this event,  the market price of our common stock would likely be
materially adversely affected.  It is possible that the selling shareholder will
offer all of the  shares  for  sale.  Further,  because  it is  possible  that a
significant  number of shares could be sold at the same time, the sales,  or the
possibility  thereof,  may have a  depressive  effect on the market price of our
common stock.


      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.  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.


      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 MAY 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.


                                       19
<PAGE>


      FACILITIES

      Our  corporate  headquarters  is located at 2040  Bispham  Rd.,  Sarasota,
Florida 34231. We currently lease  approximately 800 square feet of office space
on a  month-to-month  basis.  Our rent is  currently  $1,000 per  month.  If our
landlord  terminates  our lease,  we believe that we could find suitable  office
space at comparable rates. Our offices are in good condition, and we believe our
offices are adequate for our current needs.


                                       20
<PAGE>


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


      GOING CONCERN

      The  accompanying  financial  statements  have  been  prepared  on a going
concern basis,  which  contemplates the realization of assets and liquidation of
liabilities in the ordinary course of business

      Our  independent  auditors  have added an  explanatory  paragraph to their
audit opinions  issued in connection  with the years 2004,  2003,  2002 and 2001
financial   statements,   which  states  that  the  financial  statements  raise
substantial  doubt  as to  Central  Wireless'  ability  to  continue  as a going
concern. Our ability to make operations  profitable or obtain additional funding
will  determine  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.  Based on our current budget  assessment,  we believe that we
will  need to  obtain  approximately  $1,500,000  in  additional  debt or equity
capital  from one or more  sources  to fund  operations  for the next 12 months.
These funds are expected to be obtained from the sale of securities. However, no
assurances  can be  given  that  Central  Wireless  will be  successful  in such
activities.  Should it not be, the  accompanying  financial  statements  will be
materially  affected  and our ability to continue  as a going  concern  could be
severely  hampered.  Central Wireless  estimates that its cash reserves on March
31, 2005 will sustain operations until May 2005.

      As  reflected  in Central  Wireless'  financial  statements  for the three
months  ended  March  31,  2005,   Central  Wireless   accumulated   deficit  of
$10,253,653, and its working capital deficiency of $1,533,085, raise doubt about
its ability to continue as a going concern.  The ability of Central  Wireless to
continue as a going concern is dependent on Central  Wireless'  ability to raise
additional  debt or capital,  including  the ability to raise  capital under the
Equity Line of Credit Agreement.  The financial statements for March 31, 2005 do
not include  any  adjustments  that might be  necessary  if Central  Wireless is
unable to continue as a going concern.

After the  registration  statement is filed, the Company will attempt to receive
additional funds through the current debenture  holders to fund our growth.  The
Company plans to begin  advertising  in trade  journals  targeting  carriers and
construction   companies  to  inform  them  of  our  service  and   construction
capabilities, in an attempt to gain new sources of income.

We will be offering construction oversight of both cellular communication towers
and broadband  systems for companies and  individuals  which would prefer to own
towers,  but would  require  assistance  in the  oversight  of the  construction
process.

Based on  additional  funding,  we will be able to  construct  towers based on a
carrier's parameters. Once completed, the towers will remain property of Central
Wireless and we will begin  collecting  monthly  revenue  from these sites.  The
average cost per tower ranges form $170,000 to $190,000 based on particular site
and tower height.  Annual  revenues  from each site would average  approximately
$21,600 per carrrier/per tower. Most towers have a capacity of five carriers.


      CRITICAL ACCOUNTING POLICIES AND ESTIMATES

      The  preparation  of financial  statements in conformity  with  accounting
principles generally accepted in the United States requires management to make a
wide variety of estimates and assumptions  that affect (i) the reported  amounts
of assets and liabilities and disclosure of contingent assets and liabilities as
of the  date of the  financial  statements,  and (ii) the  reported  amounts  of
revenues and expenses  during the  reporting  periods  covered by the  financial
statements.  Our management  routinely  makes  judgments and estimates about the
effect of matters that are inherently uncertain.  As the number of variables and
assumptions  affecting  the future  resolution of the  uncertainties  increases,
these  judgments  become even more  subjective and complex.  We have  identified
certain  accounting  policies  that are most  important to the  portrayal of our
current  financial   condition  and  results  of  operations.   Our  significant
accounting  policies are  disclosed  in Note 1 of the Notes to the  accompanying
financial statements.


      ACCOUNTING FOR INVESTMENTS

      Central  Wireless  accounts for  investments in which it does not maintain
control in accordance with Accounting  Research  Bulletin 51, as amended,  as an
equity-method  investee. The investment in equity-method  investees is reflected
on the balance sheet as "Investment in Equity-Method  Investee" and its share of
the  investees'  earnings  or losses  as  "Equity  in  Losses  of  equity-method
investee,  net" on the  statements of operations.  When Central  Wireless is not
committed to provide additional financial support for the investee,  has already
reduced  its  investment  in and  advances to the  investee to zero,  and has no
additional  investments in the investee,  Central  Wireless does not continue to
report  its  share  of  the  investee's   losses.   Revenues   earned  from  the
equity-method investee are reported when the amounts are realized.

      Our  consolidated  financial  statements  are prepared in accordance  with
accounting  principles  generally accepted in the United States ("GAAP").  These
accounting  principles  require  us to make  certain  estimates,  judgments  and
assumptions. We believe that the estimates, judgments and assumptions upon which
we rely are reasonably based upon  information  available to us at the time that
these estimates,  judgments and assumptions are made. These estimates, judgments
and assumptions can affect the reported  amounts of assets and liabilities as of
the date of the financial statements, as well as the reported amounts of revenue
and  expenses  during the periods  presented.  To the extent  there are material
differences  between  these  estimates,  judgments  and  assumptions  and actual
results, our financial statements will be affected.  The significant  accounting
policies that we believe are the most critical to aid in fully understanding and
evaluating our reported financial results include the following:


                                       21
<PAGE>


      REVENUE AND EXPENSE RECOGNITION

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

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

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


      CONCENTRATION

      Central  Wireless' only previous  client was Alliance  Towers.,  for which
Central  Wireless had contracted to assist in the  acquisition of wireless tower
sites, as well as assistance in engineering,  zoning, and construction of towers
on the  acquired  sites.  During the month of April 2005  Alliance  Towers is no
longer in the communication tower industry.


      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.  Central Wireless'
management  monitors  the  inventory  for  excess and  obsolete  items and makes
necessary valuation adjustments when required.


      CURRENT ACCOUNTING PRONOUNCEMENTS

      In July 2002, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial  Accounting  Standards  ("SFAS") No. 146,  Accounting for
Costs  Associated  with Exit or  Disposal  Activities.  SFAS No.  146  addresses
financial  accounting and reporting for costs  associated  with exit or disposal
activities,  such as restructurings,  involuntarily  terminating employees,  and
consolidating  facilities  initiated after December 31, 2002. The implementation
of SFAS No.  146 did not  have a  material  effect  on the  Company's  financial
statements for the years ended December 31, 2004 and 2003

      In April 2003,  the FASB issued SFAS No. 149,  Amendment  of SFAS No. 133,
Accounting  for  Derivative  Instruments  and Hedging  Activities.  SFAS No. 149
amends  SFAS  No.  133  for  decisions  made  (1) as  part  of  the  Derivatives
Implementation  Group process that effectively  required  amendments to SFAS No.
133,  (2) in  connection  with  other  Board  projects  dealing  with  financial
instruments, and (3) in connection with implementation issues raised in relation
to the  application of the definition of a derivative.  The Statement  clarifies
under what  circumstances  a contract with an initial net  investment  meets the
characteristics  of a derivative  discussed  in paragraph  6(b) of SFAS No. 133,
clarifies  when  a  derivative  contains  a  financing  component,   amends  the
definition of  underlying to conform it to language used in FASB  Interpretation
No. 45,  Guarantor's  Accounting and  Disclosure  Requirements  for  Guarantees,
Including  Indirect  Guarantees of  Indebtedness  of Others,  and amends certain
other  existing  pronouncements.  Those  changes will result in more  consistent
reporting  of  contracts  as  either  derivatives  or hybrid  instruments.  This
statement is effective  for  contracts  entered into or modified  after June 30,
2003  and  for  hedging  relationships  designated  after  June  30,  2003.  The
implementation  of SFAS No.  149 did not have a material  on  Central  Wireless'
financial statements.


                                       22
<PAGE>


      In May  2003,  the  FASB  issued  SFAS No.  150,  Accounting  for  Certain
Financial  Instruments with Characteristics of Both Liabilities and Equity. SFAS
No. 150 establishes  standards for how an issuer classifies and measures certain
financial  instruments with  characteristics  of both liabilities and equity. In
addition,  the statement requires an issuer to classify certain instruments with
specific  characteristics  described  in it as  liabilities.  This  statement is
effective for financial instruments entered into or modified after May 31, 2003,
and  otherwise  is  effective  at the  beginning  of the  first  interim  period
beginning after June 15, 2003. The implementation of SFAS No. 150 did not have a
material effect on Central Wireless' financial statements.

      During  December 2003,  the Financial  Accounting  Standards  Board issued
Interpretation 46(R), Consolidation of Variable Interest Entities ("FIN 46(R)").
FIN 46(R) clarified the  application of existing  accounting  pronouncements  to
certain entities in which equity investors do not have the  characteristics of a
controlling  financial interest or do not have sufficient equity at risk for the
entity to finance  its  activities  without  additional  subordinated  financial
support from other parties.  Effective March 31, 2004, we adopted FIN 46(R). The
implementation  of  Interpretation  No.  46 did not have a  material  effect  on
Central Wireless' financial statements.

      In November 2004 the FASB issued SFAS No. 151,  "Inventory Costs". The new
Statement  amends ARB No. 43,  Chapter 4,  "Inventory  Pricing",  to clarify the
accounting  for abnormal  amounts of idle facility  expense,  freight,  handling
costs  and  wasted  material.  This  Statement  requires  that  those  items  be
recognized  as current  period  charges and requires  that  allocation  of fixed
production  overheads to the cost of conversion be based on the normal  capacity
of the  production  facilities.  This  statement is  effective  for fiscal years
beginning after June 15, 2005. The adoption of this statement is not expected to
have  any  impact  on  Central  Wireless'  financial  condition  or  results  of
operations.

      In December 2004, the FASB issued  Statement 123 (revised 2004) which is a
revision of FASB  Statement No. 123,  Accounting for  Stock-Based  Compensation.
This  Statement  supersedes  APB Opinion No. 25,  Accounting for Stock Issued to
Employees,  and its related implementation  guidance. This Statement establishes
standards for the accounting for  transactions in which an entity  exchanges its
equity  instruments  for goods or services.  It also addresses  transactions  in
which an entity  incurs  liabilities  in exchange for goods or services that are
based  on the fair  value  of the  entity's  equity  instruments  or that may be
settled by the  issuance of those equity  instruments.  This  Statement  focuses
primarily on accounting for  transactions  in which an entity  obtains  employee
services in share-based payment  transactions.  This Statement requires a public
entity to measure the cost of  employee  services  received  in exchange  for an
award of equity  instruments  based on the  grant-date  fair  value of the award
(with limited  exceptions).  That cost will be recognized over the period during
which an employee is required to provide  service in exchange for the award--the
requisite service period (usually the vesting period). Central Wireless files as
a small  business  issuer and must meet the  requirements  of this Statement for
accounting  periods after December 15, 2005. Central Wireless is evaluating SFAS
123R and believes it may have a material effect on Central  Wireless'  financial
statements.


                                       23
<PAGE>


      RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2005,  COMPARED
      TO THE THREE MONTHS ENDED MARCH 31, 2004

      REVENUES.  Revenues  for the  three  months  ended  March  31,  2005  were
approximately  $0 compared to $27,000 for the three months ended March 31, 2004,
a decrease of $27,000 or 100%. The decrease in revenues in 2005 was attributable
to no construction supervision of tower construction.

      COST OF  REVENUES.  There were no Cost of  Revenues  for the three  months
ended March 31, 2005 as there were no revenue producing activities,  compared to
$152,733 for the same quarter in 2004, a decrease of $152,733 or 100%.

      GROSS LOSS.  There wax a $0 gross profit in the first three months of 2005
as there were no revenue  producing  activities,  while gross loss for the three
months ended March 31, 2004 was $125,733, a decrease of $125,733 or 100%.

      OPERATING  EXPENSES.  Operating  expenses for the three months ended March
31, 2005, was $81,523 as compared to $123,020,  for the three months ended March
31,  2004.  The  $41,497  decrease or 33.73% in  operating  expenses in 2005 was
primarily  attributable to decreased use of consultants,  and legal fees. During
the first quarter 2005,  the  operating  expenses  consisted of $81,523 in other
General and  Administrative  expenses as compared to $90,270 in 2004, a decrease
of $8,747 or 9.69%. There was no consulting expenses in this quarter compared to
$32,750 for the three months ended March 31, 2004. A decrease of $32,750 or 100%

      INTEREST EXPENSE. Other income (expenses) for the three months ended March
31,  2005,  was net of expenses of  $305,128,  compared to $32,393 for the three
months  ended March 31, 2005.  An increase of $272,735 or 841.96%.  The total of
$305,128 was interest  expense owed on the outstanding  convertible  debentures.
The  increased  interest  expense  was due to a  higher  amount  of  convertible
debentures and interest being  calculated using the default interest rate on the
total debentures.


      PLAN OF OPERATIONS FOR 2005

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

      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.  Central  Wireless has executed an agreement to allow the
Company to be  licensed  in and  perform  general  contracting  services  in the
following states:  Alabama,  Mississippi,  Georgia,  Tennessee,  North and South
Carolina,  Louisiana,  and Florida.  The  licensing in these states should allow
Central Wireless to directly perform many of the tasks previously subcontracted.

      The site  acquisition,  zoning and  engineering  side of the business will
continue to be an area of focus.  We believe that the bundling of these services
along with the general contracting services will further our competitive edge in
our ability to provide total turnkey solutions to our clients.  Central Wireless
intends to continue to focus on our key business while looking for opportunities
to expand our revenue and client base. We are  committed to performing  the work
in the most efficient manner possible, while maintaining low overhead.

      As of April 27,  2005,  Central  Wireless no longer  provides  services to
Alliance Towers. Alliance Towers has changed ownership and business function and
is no longer in the communication tower industry.

      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,
Central Wireless may be forced to cease operations.


                                       24
<PAGE>


      LIQUIDITY AND CAPITAL REQUIREMENTS

      WORKING CAPITAL

      Central  Wireless had a net working  capital  deficit on March 31, 2005 of
$1,533,085 compared to $1,411,801 (Restated) in same period 2004, an increase of
$121,284 or 8.59%.  Current assets as of March 31, 2005 consisted mainly of cash
equaling $17,829,  prepaid expenses of $25,765 and inventory  equaling $127,750.
Current liabilities consisted mainly of $415,150 of accounts payable and accrued
liabilities, $61,483 due to stockholder and $1,227,796 as the current portion of
convertible debentures. Cash on hand as of May 10, 2005 is $27,815


      CASH FLOW FROM OPERATING ACTIVITY

      Net cash used by Operating Activities for the three months ended March 31,
2005 was $202,049 compared to net cash used for the three months ended March 31,
2004 of  $165,487,  an increase  of $36,562 or 22.09%.  There was an increase in
cash used  from  operations  in the  current  year  over the  prior  year due to
discount on debentures  for the  convertible  debenture  received on January 31,
2005.


      CASH FLOW FROM INVESTING ACTIVITY

      For the  three  months  ended  March 31,  2005 net cash used by  investing
activities was $0 compared to $0 for the same period in 2004.


      CASH FLOW FROM FINANCING ACTIVITY

      Cash flows from financing  activities for the three months ended March 31,
2005 and 2004 were $219,860 and $1,400, respectfully, an increase of $218,460 or
15,604.28%.  Cash  provided  for the  three  months  ended  March  31,  2005 was
predominantly  from the issuance of convertible  debentures with the funds being
used for the operation of the business.

      Central Wireless entered into a Securities  Purchase  Agreement on January
31, 2005 with AJW Partners and New Millennium,  which have previously  purchased
debentures  from  Central  Wireless.  Pursuant  to the  terms of the  Securities
Purchase  Agreement,  these  entities have  purchased a total of $250,000 of 12%
convertible  debentures from Central  Wireless and warrants to purchase  750,000
shares of Central  Wireless'  common stock.  The  convertible  debentures have a
two-year term and the warrants would have to be exercised within five years from
the  date of  issuance  at an  exercise  price  of  $0.01.  The  debentures  are
convertible at the lesser of (i) $0.005 and (ii) 50% of the average of the three
(3) lowest intra-day  trading prices during the 20 trading day period ending one
trading day prior to the date a conversion notice is sent by the holder.

      The prior outstanding  debentures of Central Wireless 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  Over-the-Counter  Bulletin Board (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.  As of March 17,
2005,  all  outstanding  debentures  are in default.  As a result of the related
security  agreements,  the holders of the debentures  could  foreclose on all of
Central Wireless' assets and force us out of business.

      Central  Wireless  entered  into an  Equity  Line of Credit  Agreement  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  $5,000,000  of Central  Wireless'  common  stock during 36 month
commitment  period.  Central Wireless did not complete the related  registration
statement  in the time  frame  as  stated  in the  agreement.  Accordingly,  the
agreement became invalid in 2004.

      There  is no  guaranty  that  Central  Wireless  will be  able  to  obtain
additional financing from other sources on acceptable terms.

      Central Wireless has incurred significant  operating losses. Also, Central
Wireless has limited financial  resources and is in default on its notes payable
to shareholders.  These factors raise  substantial doubt about Central Wireless'
ability  to  continue  as a going  concern.  Central  Wireless  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.


                                       25
<PAGE>


      To continue operations for the next 12 months, Central Wireless needs to
obtain $1,500,000, for working capital. It is unlikely that revenues generated
by Central Wireless will be sufficient to generate these funds and, therefore,
Central Wireless will require outside financing. Central Wireless intends to
obtain some of this funding from outside equity or debt funding and some from
company-generated revenue. There is a substantial likelihood that Central
Wireless could fail to meet both its long-term and short-term capital
requirements over the next 12 months.

      During January 2005, Central Wireless entered into an Accounts  Receivable
Purchase Agreement with Bottom Line Advisors, Inc. whereby Bottom Line Advisors,
Inc. paid $25,000 and 134,065,000  shares of restricted common stock of Alliance
Towers,  Inc. in exchange for accounts  receivable from Alliance Towers, Inc. in
the amount of $398,567.39.

      We currently  have $24,494 cash on hand,  which is expected to allow us to
continue operations for three months.


      DEFAULT UPON SENIOR SECURITIES

      As of May 10, 2005,  Central  Wireless has  convertible  debentures in the
amount of  $1,227,796,  plus  accrued and unpaid  interest  was due, and Central
Wireless was in default on payment of $1,227,796 of these debentures. Because we
are in default  under the debenture  agreements  and other  conditions  exist as
defined in the  agreements,  a penalty may apply which would increase the amount
due by at least 30% in excess of the amounts previously due under the agreement.
We have not paid the  principal,  interest  and  penalties  we owe  under  these
debentures,  and we do not have the money to pay off the outstanding balances of
the  debentures.  The Investors  (defined  below) 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 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 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  comprised of a group of four  accredited  investors  (the
"Investors")  who as of May 10, 2005,  have purchased an aggregate of $2,075,000
in secured  convertible  debentures and warrants from Central Wireless under the
2001 Securities  Purchase Agreement,  the Letter Agreement,  the 2002 Securities
Purchase Agreement,  August 2003 Securities Purchase  Agreements,  December 2003
Securities Purchase Agreement, April 2004 Securities Purchase Agreement, and the
January 2005 Securities  Purchase  Agreement.  All of the proceeds received from
these persons 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,  April  2004  Securities  Purchase  Agreements,
January 2005 Securities Purchase Agreement and the related investment documents.
The principal terms of our agreements with the Investors include the following:


      SECURED CONVERTIBLE DEBENTURES

      The material terms of our Secured Convertible  Debentures are noted below.
Please note,  unless otherwise noted, the conditions,  limitations and covenants
described below remain in effect only while the debentures are outstanding.

      -  AMOUNT  SOLD - As of May  10,  2005,  we  have  sold  an  aggregate  of
$2,075,000 in secured  convertible  debentures  to the Investors  under the 2001
Securities  Purchase  Agreement,  the  Letter  Agreement,  the  2002  Securities
Purchase Agreement,  August 2003 Securities Purchase  Agreements,  December 2003
Securities Purchase Agreement,  and April 2004 Securities Purchase Agreement and
the January 2005 Securities Purchase Agreement.


                                       26
<PAGE>


      - INTEREST RATE AND MATURITY - The interest rate on the debentures is 12%,
or 15% if the  debentures are in default.  Outstanding  principal as of December
31, 2004,  which is currently in default,  $14,315 due August 2002,  $20,481 due
April 2003,  $8,000 due July 2003,  $160,000 due  September  2003,  $200,000 due
December 2003,  $200,000 due August 2005,  $125,000 due December 2005,  $250,000
due May 2006, and $250,000 due January 31, 2005.

      - DEFAULT - Debentures totaling  $1,227,796 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.

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

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

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

      - 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,  and 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  agreements  and other
conditions  exist as defined in the agreements,  a penalty may apply which would
increase the amount due by at least 30% in excess of the amounts  previously due
under the agreement.  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 SEC
covering those shares for resale by the Investors.  The  registration  statement
must remain  effective  and  available for the Investors to resell the shares of
common stock  received  upon  conversion of the  debentures  and exercise of the
warrants.  If the number of shares of common stock  registered at any given time
is inadequate, we are obligated to file an amended or new registration statement
covering  additional shares of common stock. The process of preparing and filing
a registration statement is a time-consuming, costly process. Furthermore, it is
a default  under our  agreements  with the Investors if the SEC does not declare
the  registration  statement  effective  within 45 or 90 days of the date of the
debentures  and warrants  were issued.  Central  Wireless  filed a  registration
statement on Form SB-2 on December 31, 2003. This registration statement has not
been  declared   effective  by  the  SEC.  Central  Wireless  must  file  a  new
registration statement relating to the outstanding debentures.


                                       27
<PAGE>


      - 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 with the SEC.

      - 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 two 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 January 31, 2005 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,   the  April  2004  Securities  Purchase
Agreement, and the January 31, 2005 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 May 10, 2005,  we have sold  warrants to purchase an
aggregate of 3,077,500  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,   the  April  2004  Securities  Purchase
Agreement, and the January 31, 2005 Securities Purchase Agreement

      -  EXPIRATION  DATE - Warrants to purchase  15,000  shares of common stock
expired May 8, 2004;  warrants to purchase 15,000 shares of common stock expired
July 30, 2004;  warrants to purchase  2,500 shares of common stock expired March
29,  2005;  warrants to purchase  40,000  shares of common stock expire July 12,
2005;  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, 2008;
warrants to purchase  750,000  shares of common  stock expire on April 30, 2009,
and  warrants to purchase  750,000  shares of common stock expire on January 31,
2010.

      - 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,  the December  2003  Securities  Purchase  Agreement,  the April 2004
Securities  Purchase  Agreement,  and the January 31, 2005  Securities  Purchase
Agreement is $0.01.


                                       28
<PAGE>


ITEM 3.  CONTROLS AND PROCEDURES.

      EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

      Central  Wireless'  Chief  Executive  Officer and Acting  Chief  Financial
Officer,  after  evaluating the  effectiveness  of Central  Wireless  disclosure
controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities Exchange Act of 1934, as amended) as of the end of the period covered
by this report, has concluded that as of such date, Central Wireless  disclosure
controls and  procedures  were  adequate and  effective to ensure that  material
information relating to Central Wireless and its consolidated subsidiary that is
required to be  disclosed by Central  Wireless in reports that Central  Wireless
files or submits  under the  Securities  Exchange  Act of 1934,  as amended,  is
recorded,  processed,  summarized and reported within the time periods specified
in United States  Securities and Exchange  Commission  rules and accumulated and
communicated to Central  Wireless  management,  including Acting Chief Executive
Officer and Interim Chief Financial Officer, to allow timely decisions regarding
required disclosure.


      CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

      There was no change in Central Wireless  internal  controls over financial
reporting  that  occurred  during the period  covered by this  report that could
materially  affect,  or is  reasonably  likely  to  materially  affect,  Central
Wireless control over financial reporting.


                                       29
<PAGE>


                                     PART II

                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS.

      None.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

      None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

      As of May 10, 2005,  Central  Wireless has  convertible  debentures in the
amount of  $1,227,796,  plus  accrued and unpaid  interest  was due, and Central
Wireless was in default on payment of $1,227,796 of these debentures. Because we
are in default  under the debenture  agreements  and other  conditions  exist as
defined in the  agreements,  a penalty may apply which would increase the amount
due by at least 30% in excess of the amounts previously due under the agreement.
We have not paid the  principal,  interest  and  penalties  we owe  under  these
debentures,  and we do not have the money to pay off the outstanding balances of
the  debentures.  The Investors  (defined  below) 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 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 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.


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

      None.


ITEM 5.  OTHER INFORMATION.

      None.


                                       30
<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

      (A)   EXHIBITS:

<TABLE>
<CAPTION>
EXHIBIT
NO.     DESCRIPTION                                   LOCATION
------- -------------------------------------------   ----------------------------
<S>     <C>                                           <C>
2.1     Asset  Purchase  Agreement  dated  June 28,   Filed  with  the  Commission
        2002 by and  among  e  resources  inc,  KRC   on   July 12,   2002  as  an
        Communications, Inc. and Keith Roy Chrimson   attachment  to our  Form 8-K
                                                      and      incorporated     by
                                                      reference.

3.1     Articles of  Incorporation,  filed with the   Filed  with  the  Commission
        Utah Secretary of State on March 8, 1987      on   June 13,   2001  as  an
                                                      attachment       to      our
                                                      Registration Statement
                                                      on Form SB-2 and incorporate
                                                      by reference.

3.2     Articles of  Amendment  to the  Articles of   Filed  with  the  Commission
        Incorporation,    filed   with   the   Utah   on   June 13,   2001  as  an
        Secretary of State on February 3, 1995        attachment       to      our
                                                      Registration  Statement   on
                                                      Form SB-2 and incorporate by
                                                      reference.

3.3     Articles of  Amendment  to the  Articles of   Filed  with  the  Commission
        Incorporation,    filed   with   the   Utah   on   June 13,   2001  as  an
        Secretary of State on June 9, 1999            attachment       to      our
                                                      Registration Statement
                                                      on Form SB-2 and incorporate
                                                      by reference.

3.4     Articles of  Amendment  to the  Articles of   Filed  with  the  Commission
        Incorporation,    filed   with   the   Utah   on   June 13,   2001  as  an
        Secretary of State on February 7, 2000        attachment       to      our
                                                      Registration Statement on
                                                      Form SB-2 and incorporate by
                                                      reference.

3.5     Articles of  Amendment  to the  Articles of   Filed  with  the  Commission
        Incorporation,    filed   with   the   Utah   on   June 13,   2001  as  an
        Secretary of State on March 24, 2000          attachment       to      our
                                                      Registration Statement
                                                      on Form SB-2 and incorporate
                                                      by reference.

3.6     Articles of Amendment to the Articles of      Filed  with  the  Commission
        Incorporation, filed with the Utah            on August 29, 2003 as an
        Secretary of State on August 21, 2002         attachment to your Form
                                                      SB-2 and incorporated
                                                      herein by reference.

3.7     First   Amended  and  Restated   Bylaws  of   Filed  with  the  Commission
        Central Wireless                              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.

3.8     Articles of Amendment to the Articles of      Filed with the Commission
        Incorporation, filed with the Utah on         November 18, 2003 as an
        Secretary of State in October, 2003           attachment to our Form
                                                      10-QSB and  incorporated  by
                                                      reference.

10.1    Securities  Purchase  Agreement,  dated May   Filed  with  the  Commission
        8, 2001                                       on  May   14,   2001  as  an
                                                      attachment  to our  Form 8-K
                                                      and      incorporated     by
                                                      reference.
</TABLE>


                                       31
<PAGE>

<TABLE>
<CAPTION>

EXHIBIT
NO.     DESCRIPTION                                   LOCATION
------- -------------------------------------------   ----------------------------
<S>     <C>                                           <C>
10.2    Form  of  Secured  Convertible   Debenture,   Filed  with  the  Commission
        dated May 8, 2001                             on  May   14,   2001  as  an
                                                      attachment  to our  Form 8-K
                                                      and      incorporated     by
                                                      reference.

10.3    Form of Stock Purchase  Warrant,  dated May   Filed  with  the  Commission
        8, 2001                                       on  May   14,   2001  as  an
                                                      attachment  to our  Form 8-K
                                                      and      incorporated     by
                                                      reference.

10.4    Registration  Rights  Agreement,  dated May   Filed  with  the  Commission
        8, 2001                                       on  May   14,   2001  as  an
                                                      attachment  to our  Form 8-K
                                                      and      incorporated     by
                                                      reference.
                                                      Filed with the Commission

10.5    Security Agreement, dated May 8, 2001         on  May   14,   2001  as  an
                                                      attachment  to our  Form 8-K
                                                      and      incorporated     by
                                                      reference.

10.6    Guaranty  and Pledge  Agreement,  dated May   Filed  with  the  Commission
        8, 2001                                       on  May   14,   2001  as  an
                                                      attachment  to our  Form 8-K
                                                      and      incorporated     by
                                                      reference.

10.7    Form  of  Secured  Convertible   Debenture,   Filed  with  the  Commission
        dated July 30, 2001                           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.

10.8    Form  of  Stock  Purchase  Warrant,   dated   Filed  with  the  Commission
        July 30, 2001                                 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.

10.9    Letter Agreement, dated March 29, 2002        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.

10.10   Form  of  Secured  Convertible   Debenture,   Filed  with  the  Commission
        dated March 29, 2002                          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.

10.11   Form  of  Stock  Purchase  Warrant,   dated   Filed  with  the  Commission
        March 29, 2002                                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.
</TABLE>

                                       32
<PAGE>

<TABLE>
<CAPTION>

EXHIBIT
NO.     DESCRIPTION                                   LOCATION
------- -------------------------------------------   ----------------------------
<S>     <C>                                           <C>
10.12   Security Agreement, dated March 29, 2002      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.

10.13   Securities   Purchase   Agreement,    dated   Filed  with  the  Commission
        July 12, 2002                                 on   July 16,   2002  as  an
                                                      attachment  to our  Form 8-K
                                                      and      incorporated     by
                                                      reference.

10.14   Form  of  Secured  Convertible   Debenture,   Filed  with  the  Commission
        dated July 12, 2002                           on   July 16,   2002  as  an
                                                      attachment  to our  Form 8-K
                                                      and      incorporated     by
                                                      reference.

10.15   Form  of  Stock  Purchase  Warrant,   dated   Filed  with  the  Commission
        July 12, 2002                                 on   July 16,   2002  as  an
                                                      attachment  to our  Form 8-K
                                                      and      incorporated     by
                                                      reference.

10.16   Registration   Rights   Agreement,    dated   Filed  with  the  Commission
        July 12, 2002                                 on   July 16,   2002  as  an
                                                      attachment  to our  Form 8-K
                                                      and      incorporated     by
                                                      reference.

10.17   Security Agreement, dated July 12, 2002       Filed  with  the  Commission
                                                      on   July 16,   2002  as  an
                                                      attachment  to our  Form 8-K
                                                      and      incorporated     by
                                                      reference.

10.18   Form  of  Guaranty  and  Pledge  Agreement,   Filed  with  the  Commission
        dated July 12, 2002                           on   July 16,   2002  as  an
                                                      attachment  to our  Form 8-K
                                                      and      incorporated     by
                                                      reference.

10.19   Letter Agreement, dated November 5, 2002      Filed  with  the  Commission
                                                      on  December 9,  2002  as an
                                                      attachment   to   our   Form
                                                      SB-2/A and  incorporated  by
                                                      reference.

10.20   Securities   Purchase   Agreement,    dated   Filed  with  the  Commission
        August 19, 2003                               on  November  18, 2003 as an
                                                      attachment   to   our   Form
                                                      10-QSB and  incorporated  by
                                                      reference.

10.21   Form  of  Secured  Convertible   Debenture,   Filed  with  the  Commission
        dated August 19, 2003                         on  November  18, 2003 as an
                                                      attachment   to   our   Form
                                                      10-QSB and  incorporated  by
                                                      reference.

10.22   Form  of  Stock  Purchase  Warrant,   dated   Filed  with  the  Commission
        August 19, 2003                               on  November  18, 2003 as an
                                                      attachment   to   our   Form
                                                      10-QSB and  incorporated  by
                                                      reference.

10.23   Registration   Rights   Agreement,    dated   Filed  with  the  Commission
        August 19, 2003                               on  November  18, 2003 as an
                                                      attachment   to   our   Form
                                                      10-QSB and  incorporated  by
                                                      reference.
</TABLE>

                                       33
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NO.     DESCRIPTION                                   LOCATION
------- -------------------------------------------   ----------------------------
<S>     <C>                                           <C>
10.24   Security Agreement, dated August 19, 2003     Filed  with  the  Commission
                                                      on  November  18, 2003 as an
                                                      attachment   to   our   Form
                                                      10-QSB and  incorporated  by
                                                      reference.

10.25   Intellectual  Property Security  Agreement,   Filed  with  the  Commission
        dated August 19, 2003                         on  November  18, 2003 as an
                                                      attachment   to   our   Form
                                                      10-QSB and  incorporated  by
                                                      reference.

10.26   Registration   Rights   Agreement,    dated   Filed  with  the  Commission
        October 24, 2003                              on  November  18, 2003 as an
                                                      attachment   to   our   Form
                                                      10-QSB and  incorporated  by
                                                      reference.

10.27   Private Equity Line Funds Escrow              Filed with   the Commission
        Agreement, dated October 24, 2003             on November 18, 2003 as an
                                                      attachment   to   our   Form
                                                      10-QSB and  incorporated  by
                                                      reference.

10.28   Private Equity Line of Credit Agreement,      Filed with the Commission
        dated October 24, 2003 on November 18, 2003   as an attachment to our Form
                                                      10-QSB and  incorporated by
                                                      reference.

10.29   Securities   Purchase   Agreement,    dated   Filed  with  the  Commission
        December 15, 2003                             on  December 31,  2003 as an
                                                      attachment  to our Form SB-2
                                                      and      incorporated     by
                                                      reference.

10.30   Form  of  Secured  Convertible   Debenture,   Filed  with  the  Commission
        dated December 15, 2003                       on  December 31,  2003 as an
                                                      attachment  to our Form SB-2
                                                      and      incorporated     by
                                                      reference.

10.31   Form  of  Stock  Purchase  Warrant,   dated   Filed  with  the  Commission
        December 15, 2003                             on  December 31,  2003 as an
                                                      attachment  to our Form SB-2
                                                      and      incorporated     by
                                                      reference.

10.32   Registration   Rights   Agreement,    dated   Filed  with  the  Commission
        December 15, 2003                             on  December 31,  2003 as an
                                                      attachment  to our Form SB-2
                                                      and      incorporated     by
                                                      reference.

10.33   Security Agreement, dated December 15, 2003   Filed with the Commission on
                                                      December 31, 2003 as an
                                                      attachment to our Form
                                                      SB-2 and incorporated by
                                                      reference.

10.34   Intellectual  Property Security  Agreement,   Filed  with  the  Commission
        dated December 15, 2003                       on  December 31,  2003 as an
                                                      attachment  to our Form SB-2
                                                      and      incorporated     by
                                                      reference.
</TABLE>


                                       34
<PAGE>

<TABLE>
<CAPTION>

EXHIBIT
NO.     DESCRIPTION                                   LOCATION
------- -------------------------------------------   ----------------------------
<S>     <C>                                           <C>
10.35   Securities Purchase Agreement,  dated April   Filed  with  the  Commission
        30, 2004                                      on  May   17,   2004  as  an
                                                      attachment   to   our   Form
                                                      10-QSB and  incorporated  by
                                                      reference.

10.36   Form  of  Secured  Convertible   Debenture,   Filed  with  the  Commission
        dated April 30 , 2004                         on  May   17,   2004  as  an
                                                      attachment   to   our   Form
                                                      10-QSB and  incorporated  by
                                                      reference.

10.37   Form  of  Stock  Purchase  Warrant,   dated   Filed  with  the  Commission
        April 30, 2004                                on  May   17,   2004  as  an
                                                      attachment   to   our   Form
                                                      10-KSB and  incorporated  by
                                                      reference.

10.38   Registration Rights Agreement,  dated April   Filed  with  the  Commission
        30, 2004                                      on  May   17,   2004  as  an
                                                      attachment   to   our   Form
                                                      10-QSB and  incorporated  by
                                                      reference.

10.39   Security Agreement, dated April 30, 2004      Filed  with  the  Commission
                                                      on  May   17,   2004  as  an
                                                      attachment   to   our   Form
                                                      10-QSB and  incorporated  by
                                                      reference.

10.40   Intellectual  Property Security  Agreement,   Filed  with  the  Commission
        dated April 30, 2004                          on  May   17,   2004  as  an
                                                      attachment   to   our   Form
                                                      10-QSB and  incorporated  by
                                                      reference.

10.41   Securities   Purchase   Agreement,    dated   Filed  with  the  Commission
        January 31, 2005                              on  February 24,  2005 as an
                                                      attachment  to our  Form 8-K
                                                      and      incorporated     by
                                                      reference.

10.42   Form of Callable Secured Convertible          Filed  with  the  Commission
        Debenture, dated January 31, 2005             on February 24, 2005  as  an
                                                      attachment  to our  Form 8-K
                                                      and      incorporated     by
                                                      reference.

10.43   Form of Warrant, dated January 31, 2005       Filed  with  the  Commission
                                                      on  February  24, 2005 as an
                                                      attachment  to our  Form 8-K
                                                      and      incorporated     by
                                                      reference.

10.44   Registration   Rights   Agreement,    dated   Filed  with  the  Commission
        January 31, 2005                              on  February  24, 2005 as an
                                                      attachment  to our  Form 8-K
                                                      and      incorporated     by
                                                      reference.

10.45   Security Agreement, dated January 31, 2005    Filed with the Commission
                                                      on February 24, 2005 as an
                                                      attachment to our Form
                                                      8-K and incorporated by
                                                      reference.

10.46   Intellectual  Property Security  Agreement,   Filed  with  the  Commission
        dated January 31, 2005                        on  February  24, 2005 as an
                                                      attachment  to our  Form 8-K
                                                      and      incorporated     by
                                                      reference.

10.47   Asset Purchase Agreement dated October 14,    Filed with the Commission
        2003 between Central Wireless and             on November 18, 2003 as an
        Diversified Management, L.L.C.                attachment to our Form
                                                      10-QSB and  incorporated  by
                                                      reference.
</TABLE>

                                       35
<PAGE>

<TABLE>
<CAPTION>

EXHIBIT
NO.     DESCRIPTION                                   LOCATION
------- -------------------------------------------   ----------------------------
<S>     <C>                                           <C>
10.48   Letter   of   Agreement   between   Central   Filed  with  the  Commission
        Wireless, Inc. and Alliance Towers, Inc.      on  May   17,   2004  as  an
                                                      attachment   to   our   Form
                                                      10-QSB and  incorporated  by
                                                      reference.
                                                      Filed with the Commission

10.49   Share  Exchange  Agreement  effective as of   on  March  6,   2003  as  an
        February  20,  2003  by and  among  Central   attachment  to our  Form 8-K
        Wireless,  Inc.,  Kenneth W. Brand,  Robert   and      incorporated     by
        Sandburg and Michael Delin                    reference.

14.1    Code of Ethics                                Filed  with  the  Commission
                                                      on  May   17,   2004  as  an
                                                      attachment   to   our   Form
                                                      10-QSB and  incorporated  by
                                                      reference.

31.1    Certification  by Chief  Executive  Officer   Provided herewith.
        pursuant  to 15  U.S.C.  Section  7241,  as
        adopted  pursuant  to  Section  302  of the
        Sarbanes-Oxley Act of 2002.

31.2    Certification  by Chief  Financial  Officer   Provided herewith.
        pursuant  to 15  U.S.C.  Section  7241,  as
        adopted  pursuant  to  Section  302  of the
        Sarbanes-Oxley Act of 2002.

32.1    Certification  by Chief  Executive  Officer   Provided herewith.
        pursuant  to 18  U.S.C.  Section  1350,  as
        adopted  pursuant  to  Section  906  of the
        Sarbanes-Oxley Act of 2002

32.2    Certification  by  Chief  Financial Officer   Provided herewith.
        pursuant  to  18   U.S.C. Section  1350, as
        adopted  pursuant  to  Section  906 of  the
        Sarbanes-Oxley Act of 2002.
</TABLE>


      (B)   REPORTS ON FORM 8-K:

            None.


                                       36
<PAGE>


                                   SIGNATURES

      In accordance  with the  requirements  of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


May 13, 2005                               By:   /s/  Kenneth W. Brand
                                                 ---------------------
                                                 Kenneth W. Brand
                                                 Chief Executive Officer



                                       37