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 34231
                    (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 34231
                     (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
                                       PROPOSED         MAXIMUM
TITLE OF                               MAXIMUM         AGGREGATE      AMOUNT OF
SECURITIES             AMOUNT       OFFERING PRICE   OFFERING PRICE REGISTRATION
TO BE REGISTERED  TO BE REGISTERED  PER SHARE (1)(2)     (1)(2)      FEE (1)(2)
--------------------------------------------------------------------------------
Common Stock,     50,000,00 shares        $0.02      $1,000,000.00      $92.00
par value $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 March
      3, 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, 2001, filed with the Commission on May 8, 2002 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 August 29,
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
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


                                       2
<PAGE>

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.

                                       3
<PAGE>

ITEM 8.  EXHIBITS.
         --------

EXHIBIT NO.    DESCRIPTION                     LOCATION
-------------  ------------------------------  --------------------------------
5.1            Opinion of Kirkpatrick &        Provided herewith
               Lockhart LLP re: legality

23.1           Consent of Kirkpatrick &        Provided herewith (contained in
               Lockhart LLP                    Exhibit 5.1)

23.2           Consent of Hein + Associates    Provided herewith
               LLP

24.1           Power of Attorney               Provided herewith (contained on
                                               signature page)

99.1           2003 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.

         (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.

                                       4
<PAGE>


         (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.

                                       5
<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 March 5, 2003.

                                          CENTRAL WIRELESS, INC.

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



         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.



/s/ Kenneth W. Brand              Chief Executive Officer        March 5, 2003
------------------------               and Director
Kenneth W. Brand


/s/ Sharon R. Hetman                     Director                March 5, 2003
------------------------
Sharon R. Hetman


/s/  Steven W. Troyan                    Director                March 5, 2003
------------------------
Steven W. Troyan

                                       6
<PAGE>

                                  EXHIBIT LIST

EXHIBIT NO.     DESCRIPTION                      LOCATION
--------------  -------------------------------  -------------------------------
5.1             Opinion of Kirkpatrick &         Provided herewith
                Lockhart LLP re: legality

23.1            Consent of Kirkpatrick &         Provided herewith (contained in
                Lockhart LLP                     Exhibit 5.1)

23.2            Consent of Hein + Associates     Provided herewith
                LLP

24.1            Power of Attorney                Provided herewith (contained on
                                                 signature page)

99.1            2003 Stock Incentive Plan        Provided herewith

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


                                  Exhibit List
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 17033}]
{"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": "333-103638", "film-number": "03594634"}, "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": "WONDER CAPITAL INC", "date-changed": "19940310"}, {"former-conformed-name": "DRY DAIRY INTERNATIONAL INC", "date-changed": "19950222"}, {"former-conformed-name": "DRYDEN INDUSTRIES INC", "date-changed": "19991027"}]}
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 34231
                    (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 34231
                     (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
                                       PROPOSED         MAXIMUM
TITLE OF                               MAXIMUM         AGGREGATE      AMOUNT OF
SECURITIES             AMOUNT       OFFERING PRICE   OFFERING PRICE REGISTRATION
TO BE REGISTERED  TO BE REGISTERED  PER SHARE (1)(2)     (1)(2)      FEE (1)(2)
--------------------------------------------------------------------------------
Common Stock,     50,000,00 shares        $0.02      $1,000,000.00      $92.00
par value $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 March
      3, 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, 2001, filed with the Commission on May 8, 2002 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 August 29,
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
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

                                       2
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.

                                       3
ITEM 8.  EXHIBITS.
         --------

EXHIBIT NO.    DESCRIPTION                     LOCATION
-------------  ------------------------------  --------------------------------
5.1            Opinion of Kirkpatrick &        Provided herewith
               Lockhart LLP re: legality

23.1           Consent of Kirkpatrick &        Provided herewith (contained in
               Lockhart LLP                    Exhibit 5.1)

23.2           Consent of Hein + Associates    Provided herewith
               LLP

24.1           Power of Attorney               Provided herewith (contained on
                                               signature page)

99.1           2003 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.

         (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.

                                       4
(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.

                                       5
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 March 5, 2003.

                                          CENTRAL WIRELESS, INC.

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

         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.

/s/ Kenneth W. Brand              Chief Executive Officer        March 5, 2003
------------------------               and Director
Kenneth W. Brand

/s/ Sharon R. Hetman                     Director                March 5, 2003
------------------------
Sharon R. Hetman

/s/  Steven W. Troyan                    Director                March 5, 2003
------------------------
Steven W. Troyan

                                       6
EXHIBIT LIST

EXHIBIT NO.     DESCRIPTION                      LOCATION
--------------  -------------------------------  -------------------------------
5.1             Opinion of Kirkpatrick &         Provided herewith
                Lockhart LLP re: legality

23.1            Consent of Kirkpatrick &         Provided herewith (contained in
                Lockhart LLP                     Exhibit 5.1)

23.2            Consent of Hein + Associates     Provided herewith
                LLP

24.1            Power of Attorney                Provided herewith (contained on
                                                 signature page)

99.1            2003 Stock Incentive Plan        Provided herewith

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

                                  Exhibit List