**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**


(Mark
      One)




x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT
                OF 1934





**For
      the quarterly period ended June 30, 2005**





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                ACT





For
      the
      transition period from __________ to __________





COMMISSION
      FILE NUMBER: 0-2827





**CENTRAL
      WIRELESS, INC.**


(Exact
      name of small business issuer as specified in its charter)





**Utah**
            **87-0476117**(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)




**2040
                Bispham Road****Sarasota,
                Florida 34231**(Address
                of principal executive offices)**(941)
                929-1534**(Issuer’s
                telephone number)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15 (d) of the Securities Exchange Act of 1934 during the past 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
o No
x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).




Yes
x  No
o




APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS





Check
      whether the registrant filed all documents and reports required to be filed
      by
      Sections 12, 13 or 15(d)of the Exchange Act subsequent to the distribution
      of
      securities under a plan confirmed by a court.  o Yes o No





APPLICABLE
      ONLY TO CORPORATE ISSUERS:





Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date: **AS
      OF JANUARY 19, 2007, THERE WERE 1,954,192,451 OUTSTANDING SHARES OF THE ISSUER’S
      COMMON STOCK,** **$0.001
      PAR VALUE PER SHARE.**





Transitional
      Small Business Disclosure Format: Yes o No x







**TABLE
      OF CONTENTS**




PART
                I FINANCIAL INFORMATIONITEM
                  1. FINANCIAL STATEMENTS
              1ITEM
                  2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
                  OPERATION
              8ITEM
                  3. CONTROLS AND PROCEDURES.
              18PART
                  II OTHER INFORMATION
              19ITEM
                  1. LEGAL PROCEEDINGS.
              19ITEM
                  2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
                  PROCEEDS.
              19ITEM
                  3. DEFAULTS UPON SENIOR SECURITIES.
              19ITEM
                  4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
              19ITEM
                  5. OTHER INFORMATION.
              19ITEM
                  6. EXHIBITS.
              19SIGNATURES
              25




i





**PART
      I**




**FINANCIAL
      INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS**




1





**CENTRAL
      WIRELESS, INC.**


**Balance
      Sheet**


**June 30,
      2005**


**(Unaudited)**




**ASSETS**Current
                assets:Cash
            
            $
            6,725Prepaid
                expense and other current assets
            
            
            26,835Total
                current assets
            
            
            33,560Total
                assets
            
            $
            33,560**LIABILITIES
                AND SHAREHOLDERS’ DEFICIT**Current
                liabilities:Accounts
                payable and accrued liabilities
            
            $
            753Due
                to stockholder
            
            
            71,483Convertible
                debentures
            
            
            1,668,849Total
                current liabilities
            
            
            1,741,085Commitments
                and contingencies
            
            
            —Shareholders’
                deficit:Preferred
                stock, $.001 par value; 10,000,000 shares authorized,no
                shares issued an outstanding
            
            
            —Common
                stock, $.0001 par value; 2,000,000,000 shares authorized,861,492,452
                shares issued and outstanding at June 30, 2005
            
            
            861,492Additional
                paid-in capital
            
            
            7,899,075Accumulated
                deficit
            
            
            (10,468,092
            )Total
                shareholders’ deficit
            
            
            (1,707,525
            )Total
                liabilities and shareholders’ deficit
            
            $
            33,560




**The
      Accompanying Notes Are an Integral Part of These Financial
      Statements.**


2


**CENTRAL
      WIRELESS, INC.**


**Statements
      of Operations**


**(Unaudited)**





**For
                the Three Months Ended June 30,**
            
            **For
                the Six Months Ended June 30,****2005**
            
            **2004**
            
            **2005**
            
            **2004**Revenues
            
            $
            —
            
            $
            127,500
            
            $
            —
            
            $
            329,577Cost
                of sales
            
            
            —
            
            
            5,599
            
            
            —
            
            
            173,332Gross
                loss
            
            
            —
            
            
            121,901
            
            
            —
            
            
            156,245Operating
                expensesProfessional
                and consulting
            
            
            69,540
            
            
            23,500
            
            
            69,540
            
            
            56,250General
                and administrative
            
            
            84,580
            
            
            227,109
            
            
            166,103
            
            
            216,380Total
                operating expenses
            
            
            154,120
            
            
            250,609
            
            
            235,643
            
            
            273,630Loss
                from operations
            
            
            (154,120
            )
            
            (128,708
            )
            
            (235,643
            )
            
            (117,385
            )Other
                expenseInterest
                expense
            
            
            (60,319
            )
            
            (58,620
            )
            
            (365,447
            )
            
            (91,013
            )Loss
                before income taxes
            
            
            (214,439
            )
            
            (187,328
            )
            
            (601,090
            )
            
            (208,938
            )—
            
            
            —
            
            
            —
            
            
            —Net
                loss
            
            $
            (214,439
            )
            $
            (187,328
            )
            $
            (601,090
            )
            $
            (208,938
            )Basic
                and diluted loss per common share
            
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.00
            )
            $
            (0.00
            )Basic
                and diluted weighted average common shares outstanding
            
            
            841,492,452
            
            
            814,862,863
            
            
            831,492,452
            
            
            769,621,348




**The
      Accompanying Notes Are an Integral Part of These Financial
      Statements.**


3


**CENTRAL
      WIRELESS, INC.**


**Condensed
      Statement of Stockholder’s Deficit**


**(Unaudited)**





**Common
                Stock**
            
            **Additional
                Paid-In Capital**
            
            **Accumulated
                Deficit**
            
            **Total
                Stockholder’s Deficit****Number
                of Shares**
            
            **Amount**Balance,
                December 31, 2004
            
            
            821,492,452
            
            $
            821,492
            
            $
            7,649,075
            
            $
            (9,867,002
            )
            $
            (1,396,435
            )Beneficial
                conversion feature on convertible debentures and related
                warrants
            
            
            —
            
            
            —
            
            
            250,000
            
            
            —
            
            
            250,000Common
                stock issued for services)
            
            
            40,000,000
            
            
            40,000
            
            
            —
            
            
            —
            
            
            40,000Net
                loss
            
            
            —
            
            
            —
            
            
            —
            
            
            (601,090
            )
            
            (601,090
            )Balance,
                June 30, 2005
            
            
            861,492,452
            
            $
            861,492
            
            $
            7,899,075
            
            $
            (10,468,092
            )
            $
            (1,707,525
            )





**The
      Accompanying Notes Are an Integral Part of These Financial
      Statements.**


4


**CENTRAL
      WIRELESS, INC.**


**Statements
      of Cash Flows**


**(Unaudited)**




**For
                The Six Months Ended****June 30,****2005**
            
            **2004****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                loss
            
            $
            (601,090
            )
            $
            (208,398
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Stock
                based compensation
            
            
            40,000
            
            
            24,000Accretion
                of discount on convertible debentures
            
            
            250,000
            
            
            10,394Beneficial
                conversion feature on convertible debentures and related warrants
            
            
            —
            
            
            7,950Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            —
            
            
            (318,017
            )Costs
                and estimated earnings in excess of billings on uncompleted
                contracts
            
            
            —
            
            
            15,440Prepaid
                expenses
            
            
            (26,835
            )
            
            (6,238
            )Inventory
            
            
            127,750
            
            
            30,000Accounts
                payable and accrued expenses
            
            
            (12,978
            )
            
            211,771Net
                cash used in operating activities
            
            $
            (223,153
            )
            $
            (223,098
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Change
                in due to stockholder
            
            
            (30,140
            )
            
            (3,685
            )Proceeds
                from issuance of convertible debentures
            
            
            250,000
            
            
            250,000Net
                cash used in investing activities
            
            
            229,860
            
            
            246,315Net
                decrease in cash
            
            
            6,707
            
            
            13,217Cash,
                beginning of period
            
            
            18
            
            
            4,467Cash,
                end of period
            
            $
            6,725
            
            $
            17,684Supplemental
                disclosure of cash flow information:Cash
                paid for income taxes
            
            $
            —
            
            $
            —Cash
                paid for interest
            
            $
            —
            
            $
            —Schedule
                for non-cash operating, investing and financing
                activities:Conversion
                of debentures to common stock
            
            $
            —
            
            $
            213,516




**The
      Accompanying Notes Are an Integral Part of These Financial
      Statements.**


5


**CENTRAL
      WIRELESS, INC.**




**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**




**(UNAUDITED)**




**NOTE
      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 (the “SEC”) 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 June 30, 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.




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




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




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.




6




The
      Company granted no warrants or options to employees for compensation for the
      six
      months ended June 30, 2005.




**NOTE
      2. INVENTORY**




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. The Company has recorded
      a
      market valuation adjustment of $127,750 against its inventory of June 30,
      2005.




**NOTE
      3. 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 June
      30, 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.




**NOTE
      4. 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.




**NOTE
      5. 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 Towers, Inc., as discussed in Note 8 and 9. These factors
      create substantial doubt about the Company’s ability to continue as a going
      concern. The Company is actively seeking a merger with an existing operating
      company in order 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.




**NOTE
      6. SUBSEQUENT EVENTS**




During
      2006, the Company disposed of its investment in its unconsolidated subsidiary,
      Alliance Towers, Inc. As the carrying amount on April 27, 2005 was $0, the
      disposition will not have a significant impact on the financial
      statements.


7


**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**




***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,” “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* .




**Business
      Development And History**




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.




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.




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. In 2006, we disposed of our
      interest in Diversified Management, LLC.




**Employees**




As
      of
      June 30, 2005, we employed two full-time employees, Kenneth W. Brand and Steven
      Troyan. We consider our relations with our employees to be good.




8




**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 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 And Incurred
      Losses From Operations**




We
      had a
      working capital deficit of $1,707,525 at June 30, 2005. Because of this deficit,
      our ability to obtain additional funding will determine our ability to continue
      as a going concern. 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 had a net loss of $212,384 and $5,306,199, respectively.
      For
      the six months ended June 30, 2005, we had a net loss of $601,090. In addition,
      our accumulated deficit was $10,468,092 at June 30, 2005. We will continue
      to
      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.




**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.




**We
      Have Been The Subject Of A Going Concern Opinion For Our Fiscal
      Years** **Ended December 31, 2004 And 2003 And For The Quarter Ended June 30, 2005
      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 for the quarter ended June 30, 2005, 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 $100,000 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.




9




**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
      c o mmon
      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:




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




·
            That
                are not traded on a “recognized” national
                exchange;




·
            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




·
            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.




**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
      June 30, 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.




10




**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:




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




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




·
            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**




As
      of
      June 30, 2005, we are dependent upon our two full time employees, Kenneth W.
      Brand, our Chief Executive Officer, and Steven 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.




11




**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.




**New
      Accounting Pronouncements**




During
      the period ended September 30, 2006, the Company adopted the following
      accounting pronouncements which had no impact on the financial statements or
      results of operations:




·
            SFAS
                No. 150, Accounting for certain Financial Instruments with Characteristics
                of both Liabilities and Equity.




·
            SFAS
                No. 151, Inventory Costs




·
            SFAS
                No. 152, Accounting for Real Estate




·
            SFAS
                No. 153, Exchange of Non-monetary Assets




·
            SFAS
                No. 154, Accounting Changes and Error Correction




·
            SFAS
                No. 123(R), Share Based Payments




**Plan
      Of Operations** ****




In
      2005,
      Central Wireless continues to seek a merger or acquisition of an existing
      operating company. The market for such merger and acquisitions is highly
      competitive and as of June 30, 2005, Central Wireless has not yet found a
      company to undertake such merger or acquisitions. As of the date of the filing
      of this report, Central Wireless has entered negotiations with an existing
      operating company to transact a share exchange transaction or a
      merger.




**Results
      Of Operations**




**For
      The Three Months Ended June 30, 2005, Compared To The Three Months Ended June
      30, 2004**




Revenues .
      Revenues for the three months ended June 30, 2005 were $0 compared to $127,500
      for the three months ended June 30, 2004, a decrease of $127,500 or 100%. The
      decrease in revenues in 2005 was attributable to no construction supervision
      of
      tower construction.




Cost
      Of Revenues .
      There
      was no cost of revenues for the three months ended June 30, 2005 as there were
      no revenue producing activities, compared to $5,599 for the same quarter in
      2004, a decrease of $5,599 or 100%.




Gross
      Loss .
      There
      wax a $0 gross profit in the second three months of 2005 as there were no
      revenue producing activities, while the gross profit for the three months ended
      June 30, 2004 was $121,901, a decrease of $121,901 or 100%.




Operating
      Expenses .
      Operating expenses for the three months ended June 30, 2005 were $154,120 as
      compared to $250,609, for the three months ended June 31, 2004. The $96,489
      decrease or 38.5% in operating expenses in 2005 was primarily attributable
      to
      decreased use of shares for services. During the second quarter 2005, the
      operating expenses consisted of $84,580 in other general and administrative
      expenses as compared to $227,109 in 2004, a decrease of $142,529 or 62.7%.
      There
      were $69,540 in consulting expenses in this quarter compared to $23,500 for
      the
      three months ended June 30, 2004, which is an increase of $46,040 or
      195%




12




Interest
      Expense .
      Other
      expenses for the three months ended June 30, 2005 was $60,319, compared to
      $58,620 for the three months ended June 30, 2004, which is an increase of $1,699
      or 2.8%. The total of $60,319 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.




**For
      The Six Months Ended June 30, 2005, Compared To The Six Months Ended June 30,
      2004**




Revenues .
      Revenues for the six months ended June 30, 2005 were $0 compared to $329,577
      for
      the six months ended June 30, 2004, a decrease of $329,577 or 100%. The decrease
      in revenues in 2005 was attributable to no construction supervision of
      communication tower construction.




Cost
      Of Revenues. There
      was no cost of revenues for the six months ended June 30, 2005 as there were
      no
      revenue producing activities, compared to $173,332 for the same half year in
      2004, a decrease of $173,332 or 100%.




Gross
      Loss .
      There
      wax a $0 gross profit in the first six months of 2005 as there were no revenue
      producing activities, while the gross loss for the six months ended March 31,
      2004 was $156,245, a decrease of $156,245 or 100%.




Operating
      Expenses .
      Operating expenses for the six months ended June 30, 2005, was $235,643 as
      compared to $273,630, for the six months ended March 31, 2004. The $37,987
      decrease or 13.9% in operating expenses in 2005 was primarily attributable
      to
      decreased use of consultants and legal fees. During the first half of 2005,
      the
      operating expenses consisted of $166,103 in other general and administrative
      expenses as compared to $217,380 in 2004, a decrease of $51,277 or 23.6%. There
      were $69,540 in consulting expenses in this quarter compared to $56,250 for
      the
      six months ended June 30, 2004, an increase of $13,290 or 23.6%




Interest
      Expense .
      Other
      expenses for the six months ended June 30, 2005, was $365,447, compared to
      $91,013 for the six months ended June 30, 2004, which represents an increase
      of
      $274,434 or 315.3%. The total of $365,447 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.




**Liquidity
      And Capital Requirements**




Central
      Wireless had a net working capital deficit on June 30, 2005 of $1,707,525
      compared to $487,469 in same period 2004, an increase of $1,220,056 or 250%.
      Current assets as of June 30, 2005 consisted mainly of cash equaling
      $6,725, and prepaid expenses of $26,835. Current liabilities consisted mainly
      of
      $753 of accounts payable and accrued liabilities, $71,483 due to stockholder
      and
      $1,668,849 as the current portion of convertible debentures.




Based
      on
      our current budget assessment, we believe that we will need to obtain
      approximately $1,000,000 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. We have
      relied on advances from Central Wireless’ CEO to pay our expenses.




**Cash
      Flow From Operating Activities**




Net
      cash
      used by Operating Activities for the six months ended June 30, 2005 was
      $223,153 compared to net cash used for the three months ended June 30, 2004
      of $223,098, an increase of $55 or 0%.




13




**Cash
      Flow From Financing Activities**




Cash
      flows from financing activities for the six months ended June 30, 2005 and
      2004 were $229,860 and $246,315, respectfully, a decrease of $16,455 or 6.68%.
      Cash provided for the six months ended June 30, 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 21 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
      (the “Investors”). 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 since inception. 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.




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.




14




**Default
      Upon Senior Securities**




As
      of
      June 30, 2005, Central Wireless has convertible debentures in the amount of
      $1,668,849, plus accrued and unpaid interest was due, and Central Wireless
      was
      in default on payment of $1,668,849 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 who as of
      June 30, 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. The
      conditions, limitations and covenants described below remain in effect only
      while the debentures are outstanding.




-
      Amount
      Sold - As of June 30, 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.




-
      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, 2007.




-
      Default
      - As of June 30, 2005, debentures totaling $1,668,849 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.




15




-
      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 24
      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 - We must reserve 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, and file a
      registration statement covering this number of shares. 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. As of June 30, 2005,
      we did not receive a default notice from the Investors in connection with the
      registration statement.




-
      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.




16




-
      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, without approval from the Investors.




-
      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**




As
      of
      June 30, 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. 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.




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.




17




**ITEM
      3. CONTROLS AND PROCEDURES.**




**(A)
      Evaluation Of Disclosure Controls And Procedures**




As
      of the
      end of the period covered by this Report, the Company carried out an evaluation,
      under the supervision and with the participation of the Company's Chief
      Executive Officer/Acting Principal Financial Officer (which is one person),
      of
      the effectiveness of the design and operation of the Company's disclosure
      controls and procedures. The Company's disclosure controls and procedures are
      designed to produce a reasonable level of assurance of achieving the Company's
      disclosure control objectives. The Company's Chief Executive Officer/Acting
      Principal Financial Officer (one person) have concluded that the Company's
      disclosure controls and procedures were, in fact, adequate and effective to
      ensure that material information relating to the Company that is required to
      be
      disclosed by the Company in reports that it files or submits under the
      Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
      and reported within the time periods specified in rules of the U. S. Securities
      and Exchange Commission (the “SEC”)) and accumulated and communicated to the
      Company's management, including its Chief Executive Officer/Acting Principal
      Financial Officer (one person), to allow timely decisions regarding required
      disclosure.




**(B)
      Changes In Internal Controls Over Financial Reporting**




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


18


**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
      June 30, 2005, Central Wireless has convertible debentures in the amount of
      $1,668,849, plus accrued and unpaid interest was due, and Central Wireless
      was
      in default on payment of $1,668,849 of these debentures. Because we are in
      default under the debenture agreements and other conditions exist as defined
      in
      the agreements, a penalty may apply which would increase the amount due by
      at
      least 30% in excess of the amounts previously due under the
      agreement.




We
      have
      not paid the principal, interest and penalties we owe under these debentures,
      and we do not have the money to pay off the outstanding balances of the
      debentures. The Investors have not given notice to us of collection proceedings
      or other actions they intend to take with respect to the unpaid
      amounts.




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.




**ITEM
      6. EXHIBITS.**




***(A)
      EXHIBITS:***




**EXHIBIT
                NO.**
            
            **DESCRIPTION**
            
            **LOCATION**2.1
            
            Asset
                Purchase Agreement dated June 28, 2002 by and among e resources inc,
                KRC
                Communications, Inc. and Keith Roy Chrismson
            
            Incorporated
                by reference as Exhibit 2.1 to Form 8-K filed on July 12,
                2002.




19


**EXHIBIT
                  NO.**
              
              **DESCRIPTION**
              
              **LOCATION**


3.1
            
            Articles
                of Incorporation, filed with the Utah Secretary of State on March
                8,
                1987
            
            Incorporated
                by reference as Exhibit 3.1 to Form SB-2 filed on June 13,
                2001.3.2
            
            Articles
                of Amendment to the Articles of Incorporation, filed with the Utah
                Secretary of State on February 3, 1995
            
            Incorporated
                by reference as Exhibit 3.2 to Form SB-2 filed on June 13,
                2001.3.3
            
            Articles
                of Amendment to the Articles of Incorporation, filed with the Utah
                Secretary of State on June 9, 1999
            
            Incorporated
                by reference as Exhibit 3.3 to Form SB-2 filed on June 13,
                2001.3.4
            
            Articles
                of Amendment to the Articles of Incorporation, filed with the Utah
                Secretary of State on February 7, 2000
            
            Incorporated
                by reference as Exhibit 3.4 to Form SB-2 filed on June 13,
                2001.3.5
            
            Articles
                of Amendment to the Articles of Incorporation, filed with the Utah
                Secretary of State on March 24, 2000
            
            Incorporated
                by reference as Exhibit 3.5 to Form SB-2 filed on June 13,
                2001.3.6
            
            Articles
                of Amendment to the Articles of Incorporation, filed with the Utah
                Secretary of State on August 21, 2002
            
            Incorporated
                by reference as Exhibit 3.6 to Form SB-2 filed on August 29,
                2003.3.7
            
            First
                Amended and Restated Bylaws of Central Wireless
            
            Incorporated
                by reference as Exhibit 3.7 to Form 10-KSB filed on May 8,
                2002.3.8
            
            Articles
                of Amendment to the Articles of Incorporation, filed with the Utah
                Secretary of State in October, 2003
            
            Incorporated
                by reference as Exhibit 3.8 to Form 10-QSB filed on November 18,
                2003.10.1
            
            Securities
                Purchase Agreement, dated August 19, 2003 by and among the Company,
                AJW
                Offshore, Ltd., and AJW Qualified Partners, LLC
            
            Incorporated
                by reference as Exhibit 10.20 to Form 10-QSB filed on November 18,
                2003.10.2
            
            Form
                of Secured Convertible Debenture, dated August 19, 2003
            
            Incorporated
                by reference as Exhibit 10.21 to Form 10-QSB filed on November 18,
                2003.




20


**EXHIBIT
                  NO.**
              
              **DESCRIPTION**
              
              **LOCATION**


10.3
            
            Form
                of Stock Purchase Warrant, dated August 19, 2003
            
            Incorporated
                by reference as Exhibit 10.22 to Form 10-QSB filed on November 18,
                2003.10.4
            
            Registration
                Rights Agreement, dated August 19, 2003 by and among the Company,
                AJW
                Offshore, Ltd., and AJW Qualified Partners, LLC
            
            Incorporated
                by reference as Exhibit 10.23 to Form 10-QSB filed on November 18,
                2003.10.5
            
            Security
                Agreement, dated August 19, 2003 by and among the Company, AJW Offshore,
                Ltd., and AJW Qualified Partners, LLC
            
            Incorporated
                by reference as Exhibit 10.24 to Form 10-QSB filed on November 18,
                2003.10.6
            
            Intellectual
                Property Security Agreement, dated August 19, 2003 by and among the
                Company, AJW Offshore, Ltd., and AJW Qualified Partners,
                LLC
            
            Incorporated
                by reference as Exhibit 10.25 to Form 10-QSB filed on November 18,
                2003.10.7
            
            Registration
                Rights Agreement, dated October 24, 2003 by and among the Company,
                AJW
                Partners, LLC, AJW Offshore, Ltd., and AJW Qualified Partners, LLC,
                New
                Millennium Capital Partners II, LLC and Equilibrium Equity,
                LLC
            
            Incorporated
                by reference as Exhibit 10.26 to Form 10-QSB filed on November 18,
                2003.10.8
            
            Private
                Equity Line Funds Escrow Agreement, dated October 24, 2003 by and
                among
                the Company, AJW Partners, LLC, AJW Offshore, Ltd., and AJW Qualified
                Partners, LLC, New Millennium Capital Partners II, LLC and Equilibrium
                Equity, LLC and Naccarato & Associates
            
            Incorporated
                by reference as Exhibit 10.27 to Form 10-QSB filed on November 18,
                2003.10.9
            
            Private
                Equity Line of Credit Agreement, dated October 24, 2003 by and among
                the
                Company, AJW Partners, LLC, AJW Offshore, Ltd., and AJW Qualified
                Partners, LLC, New Millennium Capital Partners II, LLC and Equilibrium
                Equity, LLC
            
            Incorporated
                by reference as Exhibit 10.28 to Form 10-QSB filed on November 18,
                2003.




21


**EXHIBIT
                  NO.**
              
              **DESCRIPTION**
              
              **LOCATION**


10.10
            
            Securities
                Purchase Agreement, dated December 15, 2003 by and among the Company,
                AJW
                Partners, LLC, and New Millennium Capital Partners II, LLC
            
            Incorporated
                by reference as Exhibit 10.29 to Form SB-2 filed on December 31,
                2003.10.11
            
            Form
                of Secured Convertible Debenture, dated December 15, 2003
            
            Incorporated
                by reference as Exhibit 10.30 to Form SB-2 filed on December 31,
                2003.10.12
            
            Form
                of Stock Purchase Warrant, dated December 15, 2003
            
            Incorporated
                by reference as Exhibit 10.31 to Form SB-2 filed on December 31,
                2003.10.13
            
            Registration
                Rights Agreement, dated December 15, 2003 by and among the Company,
                AJW
                Partners, LLC, and New Millennium Capital Partners II, LLC
            
            Incorporated
                by reference as Exhibit 10.32 to Form SB-2 filed on December 31,
                2003.10.14
            
            Security
                Agreement, dated December 15, 2003 by and among the Company, AJW
                Partners,
                LLC, and New Millennium Capital Partners II, LLC
            
            Incorporated
                by reference as Exhibit 10.33 to Form SB-2 filed on December 31,
                2003.10.15
            
            Intellectual
                Property Security Agreement, dated December 15, 2003 by and among
                the
                Company, AJW Partners, LLC, and New Millennium Capital Partners II,
                LLC
            
            Incorporated
                by reference as Exhibit 10.34 to Form SB-2 filed on December 31,
                2003.10.16
            
            Securities
                Purchase Agreement, April 30, 2004 by and among the Company, AJW
                Offshore,
                Ltd., and AJW Qualified Partners, LLC
            
            Incorporated
                by reference as Exhibit 10.35 to Form 10-QSB filed on May 17,
                2004.10.17
            
            Form
                of Secured Convertible Debenture, April 30, 2004
            
            Incorporated
                by reference as Exhibit 10.36 to Form 10-QSB filed on May 17,
                2004.10.18
            
            Form
                of Stock Purchase Warrant, April 30, 2004
            
            Incorporated
                by reference as Exhibit 10.37 to Form 10-QSB filed on May 17,
                2004.




22


**EXHIBIT
                  NO.**
              
              **DESCRIPTION**
              
              **LOCATION**


10.19
            
            Registration
                Rights Agreement, April 30, 2004 by and among the Company, AJW Offshore,
                Ltd., and AJW Qualified Partners, LLC
            
            Incorporated
                by reference as Exhibit 10.38 to Form 10-QSB filed on May 17,
                2004.10.20
            
            Security
                Agreement, April 30, 2004 by and among the Company, AJW Offshore,
                Ltd.,
                and AJW Qualified Partners, LLC
            
            Incorporated
                by reference as Exhibit 10.39 to Form 10-QSB filed on May 17,
                2004.10.21
            
            Intellectual
                Property Security Agreement, April 30, 2004 by and among the Company,
                AJW
                Offshore, Ltd., and AJW Qualified Partners, LLC
            
            Incorporated
                by reference as Exhibit 10.40 to Form 10-QSB filed on May 17,
                2004.10.22
            
            Securities
                Purchase Agreement, dated January 31, 2005 by and among the Company,
                AJW
                Offshore, Ltd., and AJW Qualified Partners, LLC, and New Millennium
                Capital Partners II, LLC
            
            Incorporated
                by reference as Exhibit 10.41 to Form 8-K filed on February 24,
                2005.10.23
            
            Form
                of Callable Secured Convertible Debenture, dated January 31,
                2005
            
            Incorporated
                by reference as Exhibit 10.42 to Form 8-K filed on February 24,
                2005.10.24
            
            Form
                of Warrant, dated January 31, 2005
            
            Incorporated
                by reference as Exhibit 10.43 to Form 8-K filed on February 24,
                2005.10.25
            
            Registration
                Rights Agreement, dated January 31, 2005 by and among the Company,
                AJW
                Partners, LLC, AJW Offshore, Ltd., and AJW Qualified Partners, LLC,
                and
                New Millennium Capital Partners II, LLC
            
            Incorporated
                by reference as Exhibit 10.44 to Form 8-K filed on February 24,
                2005.10.26
            
            Security
                Agreement, dated January 31, 2005 by and among the Company, AJW Partners,
                LLC, AJW Offshore, Ltd., and AJW Qualified Partners, LLC, and New
                Millennium Capital Partners II, LLC
            
            Incorporated
                by reference as Exhibit 10.45 to Form 8-K filed on February 24,
                2005.10.27
            
            Intellectual
                Property Security Agreement, dated January 31, 2005 by and among
                the
                Company, AJW Partners, LLC, AJW Offshore, Ltd., and AJW Qualified
                Partners, LLC, and New Millennium Capital Partners II, LLC
            
            Incorporated
                by reference as Exhibit 10.46 to Form 8-K filed on February 24,
                2005.




23


**EXHIBIT
                  NO.**
              
              **DESCRIPTION**
              
              **LOCATION**


10.28
            
            Asset
                Purchase Agreement dated October 14, 2003 between Central Wireless
                and
                Diversified Management, L.L.C.
            
            Incorporated
                by reference as Exhibit 10.47 to Form 10-QSB filed on November 18,
                2003.10.29
            
            Letter
                of Agreement between Central Wireless, Inc. and Alliance Towers,
                Inc.
            
            Incorporated
                by reference as Exhibit 10.48 to Form 10-QSB filed on May 17,
                2004.10.30
            
            Share
                Exchange Agreement effective as of February 20, 2003 by and among
                Central
                Wireless, Inc., Kenneth W. Brand, Robert Sandburg and Michael
                Delin
            
            Incorporated
                by reference as Exhibit 10.49 to Form 8-K filed on March 6,
                2003.14.1
            
            Code
                of Ethics
            
            Incorporated
                by reference as Exhibit 14.1 to Form 10-QSB filed on May 17,
                2004.31.1
            
            Certification
                by Chief Executive Officer/Acting Principal Financial Officer pursuant
                to
                15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002
            
            Provided
                herewith.32.1
            
            Certification
                by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
            
            Provided
                herewith.32.2
            
            Certification
                by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
            
            Provided
                herewith.


24




**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.




Date: January
              19, 2007
            By:
            /s/ *Kenneth
              W. Brand*Name: Kenneth W. Brand
              Title:
                Chief Executive Officer and Acting PrincipalFinancial
                Officer


25