Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933


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


                              CENTRAL WIRELESS INC.
             (Exact Name of Registrant as Specified in Its Charter)


                                      Utah
         (State or Other Jurisdiction of Incorporation or Organization)


                                   87-0476117
                      (I.R.S. Employer Identification No.)


                            4333 South Tamiami Trail,
                                    Suite E,
                             Sarasota, Florida 34271
                    (Address of Principal Executive Offices)


                            2003 Stock Incentive Plan
                            (Full Title of the Plan)


                                Kenneth W. Brand
                            4333 South Tamiami Trail,
                                    Suite E,
                             Sarasota, Florida 34271
                     (Name and Address of Agent For Service)


                                 (941) 929-1534
          (Telephone Number, Including Area Code, of Agent for Service)


                                    Copy to:


                             Clayton E. Parker, Esq.
                           Kirkpatrick & Lockhart LLP
                    201 South Biscayne Boulevard, Suite 2000
                              Miami, Florida 33131





                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================== ======================== ======================= ======================== =======================
                                                       Proposed Maximum        Proposed Maximum            Amount Of
Title Of Securities                Amount               Offering Price        Aggregate Offering        Registration Fee
To Be Registered              To Be Registered         Per Share (1)(2)          Price (1)(2)                (1)(2)
-------------------------- ---------------- ------- ----------------------- ------------------------ -----------------------
<S>                             <C>                            <C>                   <C>                       <C>
Common Stock, par value         75,000,000  shares             $0.01                 $750,000                  $60.68
$0.001 per share
-------------------------- ---------------- ------- ----------------------- ------------------------ -----------------------
</TABLE>

(1)      This Registration Statement covers, in addition to the number of shares
         of common stock stated above, options to purchase or acquire the shares
         of Common Stock covered by the Prospectus.


(2)      Pursuant to Rule 457(h)(1) of the Securities  Exchange Act of 1934, the
         proposed maximum offering price per share,  proposed maximum  aggregate
         offering price and amount of registration  fee were computed based upon
         the average of the high and low prices of the shares of Common Stock on
         October 22, 2003.


<PAGE>


                                     PART I


                          INFORMATION REQUIRED IN THIS
                            SECTION 10(a) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8  (plan  information  and  registrant  information)  will be sent or given to
employees as  specified by Rule  428(b)(1)  of the  Securities  Act of 1933,  as
amended (the "Act").  Such  documents  need not be filed with the Securities and
Exchange  Commission  either  as  part  of  this  Registration  Statement  or as
prospectuses or prospectus  supplements  pursuant to Rule 424. These  documents,
which include the statement of availability  required by Item 2 of Form S-8, and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Act.


                                     PART II


                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents have been previously filed by Central Wireless,
Inc.  (the  "Company")   with  the  Securities  and  Exchange   Commission  (the
"Commission")  and are hereby  incorporated by reference into this  Registration
Statement as of their respective dates:

                  (a) The Company's  Annual Report on Form 10-KSB for the fiscal
year ended  December 31, 2002,  filed with the  Commission on April 11, 2003, as
amended.

                  (b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange  Act since the end of the fiscal year covered by the  registrant
document referred to in (a) above.

                  (c) The description of the Company's Common Stock contained in
its  Registration  Statement on Form SB-2, filed with the Commission on December
9, 2002, as amended,  pursuant to the Exchange  Act,  including any amendment or
report filed for the purpose of updating such description.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  that meets the  requirements  of  Section  10(a) of the
Securities Act of 1933, as amended.


Item 4.  Description of Securities.
         -------------------------

         Not Applicable.


Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not Applicable.


Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         The Company's  Articles  Incorporation  contain no specific  provisions
concerning  indemnification  of officers and  directors.  The  Company's  Bylaws
provide that it shall have the power to  indemnify  any person who is a party to

                                       2
<PAGE>

any  threatened,  pending or  completed  action by reason of the facts he is (or
was)  an  officer  or  director  of the  Company,  for his  expenses  (including
attorney's fees) actually and reasonably incurred by him in connection with such
action.  Utah Law permits such  indemnification  and  requires  that the Company
indemnify  any director who is  successful  on the merits of any such action for
the reasonable expenses incurred by him in connection with such action.


Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.


Item 8.  Exhibits.
         --------

<TABLE>
<CAPTION>
Exhibit No.           Description                                    Location
-----------           -----------                                    --------
<S>                   <C>
5.1                   Opinion of Kirkpatrick & Lockhart LLP          Provided herewith
                      re: legality
23.1                  Consent of Kirkpatrick & Lockhart LLP          Provided herewith (contained in Exhibit 5.1)
23.2                  Consent of Bobbitt, Pittenger & Company, P.A.  Provided herewith
24.1                  Power of Attorney                              Provided herewith (contained on signature page)
99.1                  Stock Incentive Plan                           Provided herewith
</TABLE>


Item 9.  Undertakings.
         ------------

         (a) The undersigned registrant will:

                  (1) File, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to:

                           (i)  Include  any  prospectus   required  by  Section
10(a)(3) of the Act;

                           (ii)  Reflect in the  prospectus  any facts or events
arising  after the  effective  date of the  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration Statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration Fee" table in the effective registration statement;

                           (iii)  Include  any  additional  or changed  material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

                  (2) For  purposes  of  determining  any  liability  under  the
Securities  Act,  treat  each  post-effective  amendment  as a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                  (3)  File  a   post-effective   amendment   to   remove   from
registration  any  of the  securities  that  remain  unsold  at  the  end of the
offering.


                                       3
<PAGE>

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Articles 3 of Regulation S-X is not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

         (d)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                       4
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Sarasota, Florida, on October 24, 2003.

                                          CENTRAL WIRELESS INC.

                                          By: /s/ Kenneth W. Brand
                                              ---------------------------------
                                              Printed Name: Kenneth W. Brand
                                              Title: Chief Executive Officer/
                                                     Acting Chief Financial
                                                     Officer/Director


         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Kenneth W. Brand,  his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.

<TABLE>
<CAPTION>
NAME                                          POSITION                                    DATE
----                                          --------                                    ----
<S>                                           <C>                                         <C>
/s/ Kenneth W. Brand                          Chief Executive Officer/                    October 24, 2003
------------------------------------          Acting Chief Financial Officer/Director
Kenneth W. Brand




/s/ Sharon R. Hetman                          Director                                    October 24, 2003
------------------------------------
Sharon R. Hetman




/s/ Steven W. Troyan                          Director                                    October 24, 2003
------------------------------------
Steven W. Troyan



/s/ Ronald A. Jones                           Director                                    October 24, 2003
------------------------------------
Ronald A. Jones
</TABLE>



                                       5
<PAGE>


                                  EXHIBIT LIST

<TABLE>
<CAPTION>
Exhibit No.            Description                                      Location
-----------            -----------                                      --------
<S>                    <C>
5.1                    Opinion of Kirkpatrick & Lockhart LLP            Provided herewith
                       re: legality
23.1                   Consent of Hein & Associates LLP                 Provided herewith
23.2                   Consent of Bobbitt  Pittenger & Company, P.A.    Provided herewith
24.1                   Power of Attorney                                Provided herewith (contained on signature page)
99.1                   Stock Incentive Plan                             Provided herewith
</TABLE>





                                       6
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 18054}]
{"company-data": {"conformed-name": "CENTRAL WIRELESS INC", "cik": "0000814070", "assigned-sic": "4899", "irs-number": "870476117", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110070", "film-number": "03964149"}, "business-address": {"street1": "4333 S. TAMIAMI TRAIL", "street2": "SUITE E", "city": "SARASOTA", "state": "FL", "zip": "34231", "phone": "941-9291534"}, "mail-address": {"street1": "4333 S. TAMIAMI TRAIL, #E", "city": "SARASOTA", "state": "FL", "zip": "34231"}, "former-company": [{"former-conformed-name": "DRYDEN INDUSTRIES INC", "date-changed": "19991027"}, {"former-conformed-name": "DRY DAIRY INTERNATIONAL INC", "date-changed": "19950222"}, {"former-conformed-name": "WONDER CAPITAL INC", "date-changed": "19940310"}]}
Registration No. ___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

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

                              CENTRAL WIRELESS INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                      Utah
         (State or Other Jurisdiction of Incorporation or Organization)

                                   87-0476117
                      (I.R.S. Employer Identification No.)

                            4333 South Tamiami Trail,
                                    Suite E,
                             Sarasota, Florida 34271
                    (Address of Principal Executive Offices)

                            2003 Stock Incentive Plan
                            (Full Title of the Plan)

                                Kenneth W. Brand
                            4333 South Tamiami Trail,
                                    Suite E,
                             Sarasota, Florida 34271
                     (Name and Address of Agent For Service)

                                 (941) 929-1534
          (Telephone Number, Including Area Code, of Agent for Service)

                                    Copy to:

                             Clayton E. Parker, Esq.
                           Kirkpatrick & Lockhart LLP
                    201 South Biscayne Boulevard, Suite 2000
                              Miami, Florida 33131

                         CALCULATION OF REGISTRATION FEE
========================== ======================== ======================= ======================== =======================
                                                       Proposed Maximum        Proposed Maximum            Amount Of
Title Of Securities                Amount               Offering Price        Aggregate Offering        Registration Fee
To Be Registered              To Be Registered         Per Share (1)(2)          Price (1)(2)                (1)(2)
-------------------------- ---------------- ------- ----------------------- ------------------------ -----------------------
Common Stock, par value         75,000,000  shares             $0.01                 $750,000                  $60.68
$0.001 per share
-------------------------- ---------------- ------- ----------------------- ------------------------ -----------------------
(1)      This Registration Statement covers, in addition to the number of shares
         of common stock stated above, options to purchase or acquire the shares
         of Common Stock covered by the Prospectus.

(2)      Pursuant to Rule 457(h)(1) of the Securities  Exchange Act of 1934, the
         proposed maximum offering price per share,  proposed maximum  aggregate
         offering price and amount of registration  fee were computed based upon
         the average of the high and low prices of the shares of Common Stock on
         October 22, 2003.
PART I

                          INFORMATION REQUIRED IN THIS
                            SECTION 10(a) PROSPECTUS

         The documents  containing the  information  specified in Part I of Form
S-8  (plan  information  and  registrant  information)  will be sent or given to
employees as  specified by Rule  428(b)(1)  of the  Securities  Act of 1933,  as
amended (the "Act").  Such  documents  need not be filed with the Securities and
Exchange  Commission  either  as  part  of  this  Registration  Statement  or as
prospectuses or prospectus  supplements  pursuant to Rule 424. These  documents,
which include the statement of availability  required by Item 2 of Form S-8, and
the documents  incorporated by reference in this Registration Statement pursuant
to Item 3 of Form S-8 (Part II hereof), taken together,  constitute a prospectus
that meets the requirements of Section 10(a) of the Act.

                                     PART II

                          INFORMATION REQUIRED IN THIS
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents have been previously filed by Central Wireless,
Inc.  (the  "Company")   with  the  Securities  and  Exchange   Commission  (the
"Commission")  and are hereby  incorporated by reference into this  Registration
Statement as of their respective dates:

                  (a) The Company's  Annual Report on Form 10-KSB for the fiscal
year ended  December 31, 2002,  filed with the  Commission on April 11, 2003, as
amended.

                  (b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange  Act since the end of the fiscal year covered by the  registrant
document referred to in (a) above.

                  (c) The description of the Company's Common Stock contained in
its  Registration  Statement on Form SB-2, filed with the Commission on December
9, 2002, as amended,  pursuant to the Exchange  Act,  including any amendment or
report filed for the purpose of updating such description.

         All  documents  subsequently  filed by the Company with the  Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a  post-effective  amendment to this  Registration  Statement that
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement.  Each
document  incorporated  by reference into this  Registration  Statement shall be
deemed to be a part of this  Registration  Statement from the date of the filing
of such document with the Commission until the information  contained therein is
superseded or updated by any subsequently filed document that is incorporated by
reference into this  Registration  Statement or by any document that constitutes
part of the  prospectus  that meets the  requirements  of  Section  10(a) of the
Securities Act of 1933, as amended.

Item 4.  Description of Securities.
         -------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         The Company's  Articles  Incorporation  contain no specific  provisions
concerning  indemnification  of officers and  directors.  The  Company's  Bylaws
provide that it shall have the power to  indemnify  any person who is a party to

                                       2
any  threatened,  pending or  completed  action by reason of the facts he is (or
was)  an  officer  or  director  of the  Company,  for his  expenses  (including
attorney's fees) actually and reasonably incurred by him in connection with such
action.  Utah Law permits such  indemnification  and  requires  that the Company
indemnify  any director who is  successful  on the merits of any such action for
the reasonable expenses incurred by him in connection with such action.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------
Exhibit No.           Description                                    Location
-----------           -----------                                    --------
5.1                   Opinion of Kirkpatrick & Lockhart LLP          Provided herewith
                      re: legality
23.1                  Consent of Kirkpatrick & Lockhart LLP          Provided herewith (contained in Exhibit 5.1)
23.2                  Consent of Bobbitt, Pittenger & Company, P.A.  Provided herewith
24.1                  Power of Attorney                              Provided herewith (contained on signature page)
99.1                  Stock Incentive Plan                           Provided herewith
Item 9.  Undertakings.
         ------------

         (a) The undersigned registrant will:

                  (1) File, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to:

                           (i)  Include  any  prospectus   required  by  Section
10(a)(3) of the Act;

                           (ii)  Reflect in the  prospectus  any facts or events
arising  after the  effective  date of the  Registration  Statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
Registration Statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20% change
in the  maximum  aggregate  offering  price  set  forth in the  "Calculation  of
Registration Fee" table in the effective registration statement;

                           (iii)  Include  any  additional  or changed  material
information with respect to the plan of distribution not previously disclosed in
the  Registration  Statement or any material  change to such  information in the
Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration  Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

                  (2) For  purposes  of  determining  any  liability  under  the
Securities  Act,  treat  each  post-effective  amendment  as a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                  (3)  File  a   post-effective   amendment   to   remove   from
registration  any  of the  securities  that  remain  unsold  at  the  end of the
offering.

                                       3
(b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         (c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Articles 3 of Regulation S-X is not set forth in the prospectus,  to deliver, or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

         (d)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Sarasota, Florida, on October 24, 2003.

                                          CENTRAL WIRELESS INC.

                                          By: /s/ Kenneth W. Brand
                                              ---------------------------------
                                              Printed Name: Kenneth W. Brand
                                              Title: Chief Executive Officer/
                                                     Acting Chief Financial
                                                     Officer/Director

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints  Kenneth W. Brand,  his true and lawful
attorney-in-fact and agent, with full power of substitution and revocation,  for
him and in his name,  place and stead, in any and all capacities  (until revoked
in  writing),  to  sign  any  and  all  amendments   (including   post-effective
amendments)  to this  Registration  Statement  and to file  the  same  with  all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities  and Exchange  Commission,  granting unto said  attorney-in-fact  and
agent full power and  authority  to do and perform  each and every act and thing
requisite  and  necessary to be done as fully for all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorney-in-fact  and agent, or his substitutes,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  indicated,  which  together  constitute  a majority  of the board of
directors of the Company.
NAME                                          POSITION                                    DATE
----                                          --------                                    ----
/s/ Kenneth W. Brand                          Chief Executive Officer/                    October 24, 2003
------------------------------------          Acting Chief Financial Officer/Director
Kenneth W. Brand

/s/ Sharon R. Hetman                          Director                                    October 24, 2003
------------------------------------
Sharon R. Hetman

/s/ Steven W. Troyan                          Director                                    October 24, 2003
------------------------------------
Steven W. Troyan

/s/ Ronald A. Jones                           Director                                    October 24, 2003
------------------------------------
Ronald A. Jones
5
EXHIBIT LIST
Exhibit No.            Description                                      Location
-----------            -----------                                      --------
5.1                    Opinion of Kirkpatrick & Lockhart LLP            Provided herewith
                       re: legality
23.1                   Consent of Hein & Associates LLP                 Provided herewith
23.2                   Consent of Bobbitt  Pittenger & Company, P.A.    Provided herewith
24.1                   Power of Attorney                                Provided herewith (contained on signature page)
99.1                   Stock Incentive Plan                             Provided herewith
6