U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 10-QSB

(MARK ONE)

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

                For the quarterly period ended SEPTEMBER 30, 2001


|_|  Transition report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934

                For the transition period from _______ to _______.

                          Commission File No. 000-29689

                              ALLIANCE TOWERS, INC.
                              ---------------------
                 (Name of Small Business Issuer in Its Charter)

                 FLORIDA                                         65-0986953
                 -------                                         ----------
(State or Other Jurisdiction of Incorporation                 (I.R.S. Employer
             or Organization)                                Identification No.)


 4333 SOUTH TAMIAMI TRAIL, SUITE F, SARASOTA, FLORIDA              34236
 ----------------------------------------------------              -----
      (Address of Principal Executive Offices)                   (Zip Code)


                                 (941) 914-4638
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

                               USWEBAUCTIONS, INC.
                               -------------------
                             (Issuer's Former Name)

            22 SOUTH LINKS AVENUE, SUITE 204, SARASOTA, FLORIDA 34236
            ---------------------------------------------------------
                            (Issuer's Former Address)

      Check  whether the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act during the past 12 months,  and (2) has
been subject to such filing requirements for the past 90 days. Yes |_|    No |X|

      There  were  1,135,672,000  shares  of  Common  Stock  outstanding  as  of
September 4, 2003.

<PAGE>

                                     PART I


                              FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS

                                       1
<PAGE>

                              ALLIANCE TOWERS, INC.
                         (FORMERLY USWEBAUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)

                              FINANCIAL STATEMENTS

                    SEPTEMBER 30, 2001 AND DECEMBER 31, 2000

                                       2
<PAGE>

                              ALLIANCE TOWERS, INC.
                         (Formerly USWEBAUCTIONS, INC.)
                          (A Development Stage Company)
                                 Balance Sheets

                                     ASSETS
                                     ------
                                                  September 30,   December 31,
                                                      2001            2000
                                                 --------------  --------------
                                                  (Unaudited)
CURRENT ASSETS

  Cash                                           $            -  $            -
                                                 --------------  --------------

    Total Current Assets                                      -               -
                                                 --------------  --------------

OTHER ASSETS

  Note receivable - related party (Note 5)                9,000         563,152
  Interest receivable - related party (Note 5)                -          53,174
                                                 --------------  --------------

    Total Other Assets                                    9,000         616,326
                                                 --------------  --------------

    TOTAL ASSETS                                 $        9,000  $      616,326
                                                 ==============  ==============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

CURRENT LIABILITIES

  Accounts payable                               $       51,755  $       75,988
  Notes payable - related party (Note 5)                 89,000               -
  Interest payable - related party (Note 5)               1,593               -
  Bank overdraft                                              -          12,905
                                                 --------------  --------------

    Total Current Liabilities                           142,348          88,893
                                                 --------------  --------------

STOCKHOLDERS' EQUITY (DEFICIT)

  Preferred stock authorized: 10,000,000
   preferred shares at $0.001 par value;
   -0- shares issued and outstanding                          -               -
  Common stock authorized: 5,000,000,000
   common shares at $0.001 par value;
   96,552,000 and 119,161,200 shares
   issued and outstanding, respectively                  96,552         119,161
  Additional paid-in capital                            606,948       1,055,364
  Stock subscription receivable                               -        (500,000)
  Deficit accumulated during the development
   stage                                               (836,848)       (147,092)
                                                 --------------  --------------

    Total Stockholders' Equity (Deficit)               (133,348)        527,433
                                                 --------------  --------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)                                  $        9,000  $      616,326
                                                 ==============  ==============

   The accompanying notes are an integral part of these financial statements.

                                              3
<PAGE>

                              ALLIANCE TOWERS, INC.
                         (Formerly USWEBAUCTIONS, INC.)
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                    From
                                               For the                      For the             Inception on
                                          Nine Months Ended           Three Months Ended           July 10
                                             September 30,               September 30,          1997 Through
                                      --------------------------  ----------------------------  September 30,
                                          2001          2000          2001           2000           2001
                                      ------------  ------------  -------------   ------------  -------------
<S>                                   <C>           <C>           <C>            <C>            <C>
REVENUES                              $          -  $          -  $           -  $          -   $          -

EXPENSES

  Bad debt                                 480,550             -              -             -        480,550
  General and administrative               207,613       108,741         40,985        10,913        407,878
                                      ------------  ------------  -------------  ------------   ------------

    Total Expenses                         688,163       108,741         40,985        10,913        888,428
                                      ------------  ------------  -------------  ------------   ------------

LOSS FROM OPERATIONS                      (688,163)     (108,741)       (40,985)      (10,913)      (888,428)
                                      ------------  ------------  -------------  ------------   ------------

OTHER (EXPENSE) INCOME

  Interest expense                          (1,593)            -         (1,593)            -         (1,593)
  Interest income                                -        10,386              -         9,806         53,173
                                      ------------  ------------  -------------  ------------   ------------

    Total Other (Expense) Income            (1,593)       10,386         (1,593)        9,806         51,580
                                      ------------  ------------  -------------  ------------   ------------

NET LOSS                              $   (689,756) $    (98,355) $     (42,578) $     (1,107)  $   (836,848)
                                      ============  ============  =============  ============   ============
BASIC LOSS PER SHARE                  $      (0.01) $      (0.00) $       (0.00) $      (0.00)
                                      ============  ============  =============  ============

WEIGHTED AVERAGE NUMBER OF
  SHARES                               116,518,812    75,719,124    101,325,996    83,688,420
                                      ============  ============  =============  ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                        4
<PAGE>

                                    ALLIANCE TOWERS, INC.
                                (Formerly USWEBAUCTIONS, INC.)
                                (A Development Stage Company)
                              Statements of Stockholders' Equity
                  From Inception on July 10, 1997 Through September 30, 2001

<TABLE>
<CAPTION>
                                                                                                           Deficit
                                                                                                         Accumulated
                                                     Common Stock           Additional       Stock        During the
                                             ---------------------------     Paid-in      Subscription   Development
                                                 Shares        Amount        Capital       Receivable       Stage
                                             -------------  ------------  -------------  -------------- -------------
<S>                                          <C>            <C>           <C>            <C>            <C>
Balance at inception on July 10, 1997                    -            $-             $-            $-             $-

Common stock issued for services                60,000,000        60,000        (58,000)            -              -

Net loss from inception on July 10,
 1997 to December 31, 1997                               -             -              -             -         (2,000)
                                             -------------  ------------  -------------  ------------  -------------

Balance, December 31, 1997                      60,000,000        60,000        (58,000)            -         (2,000)

Net loss for the year ended
 December 31, 1998                                       -             -              -             -              -
                                             -------------  ------------  -------------  ------------  -------------

Balance, December 31, 1998                      60,000,000        60,000        (58,000)            -         (2,000)

Net loss for the year ended
 December 31, 1999                                       -             -              -             -              -
                                             -------------  ------------  -------------  ------------  -------------

Balance, December 31, 1999                      60,000,000        60,000        (58,000)            -         (2,000)

Common stock issued for cash
 at $0.02 per share on June 10, 2000            36,720,000        36,720        728,280     (500,000)              -

Common stock issued for cash
 at $0.02 per share on September
 21, 2000                                       21,600,000        21,600        428,400             -              -

Stock offering costs                                     -             -        (60,000)            -              -

Common stock issued for cash
 at $0.02 per share on October 19,
 2000                                              601,200           601         11,924             -              -

Common stock issued for cash
 at $0.02 per share on October 31,
 2000                                              240,000           240          4,760             -              -

Net loss for the year ended
 December 31, 2000                                       -             -              -             -       (145,092)
                                             -------------  ------------  -------------  ------------  -------------

Balance, December 31, 2000                     119,161,200  $    119,161  $   1,055,364  $  (500,000)      $(147,092)
                                             -------------  ------------  -------------  ------------  -------------


          The accompanying notes are an integral part of these financial statements.
</TABLE>
                                              5

<PAGE>

                                    ALLIANCE TOWERS, INC.
                                (Formerly USWEBAUCTIONS, INC.)
                                (A Development Stage Company)
                        Statements of Stockholders' Equity (Continued)
                  From Inception on July 10, 1997 Through September 30, 2001
<TABLE>
<CAPTION>
                                                                                                                Deficit
                                                                                                              Accumulated
                                                        Common Stock             Additional       Stock       During the
                                               ---------------------------        Paid-In     Subscription    Development
                                                   Shares         Amount          Capital      Receivable        Stage
                                               -------------  ------------    -------------  --------------  -------------
<S>                                            <C>               <C>            <C>            <C>              <C>
Balance, December 31, 2000                      119,161,200      $ 119,161      $ 1,055,364    $  (500,000)     $(147,092)

Common stock issued for services
  to related parties at $0.02 per share
  on January 11, 2001 (unaudited)                 3,540,000          3,540           70,210              -              -

Common stock issued for services
  to related parties at $0.02 per share
  on February 6, 2001 (unaudited)                   850,800            851           16,874              -              -

Cancellation of stock at $0.02 per
  share on February 6, 2001 (unaudited)          (3,540,000)        (3,540)         (70,210)        73,750              -

Cancellation of stock from related parties
  at $0.02 per share on March 16, 2001
  (unaudited)                                    (3,000,000)        (3,000)         (59,500)             -              -

Cancellation of stock at $0.02 per
  share on September 7, 2001
  (unaudited)                                   (20,460,000)       (20,460)        (405,790)       426,250              -

Net loss for the nine months ended
 September 30, 2001 (unaudited)                           -              -                -              -       (689,756)
                                               ------------      ---------      -----------    -----------      ---------

Balance, September 30, 2001
 (unaudited)                                     96,552,000      $  96,552      $   606,948    $         -      $(836,848)
                                               ============      =========      ===========    ===========      =========


          The accompanying notes are an integral part of these financial statements.

</TABLE>
                                              6
<PAGE>

                                    ALLIANCE TOWERS, INC.
                                (Formerly USWEBAUCTIONS, INC.)
                                (A Development Stage Company)
                                   Statements of Cash Flows
                                         (Unaudited)
<TABLE>
<CAPTION>
                                                                                                  From
                                                                                              Inception on
                                                                        For the                  July 10,
                                                                  Nine Months Ended           1997 Through
                                                                     September 30,            September 30,
                                                                2001             2000              2001
                                                          --------------    --------------   --------------
<S>                                                      <C>               <C>               <C>
CASH FLOWS FROM OPERATING
 ACTIVITIES

  Net loss                                               $     (689,756)   $      (98,355)   $     (836,848)
  Adjustments to reconcile net loss to net cash used
   by operating activities:
    Bad Debt                                                    480,550                 -           480,550
    Issuance of stock for services                               91,475                 -            93,475
  Changes in operating assets and liability accounts:
    (Increase) decrease in interest receivable                        -                 -           (53,174)
    Decrease in bank overdraft                                  (12,905)                -                 -
    Increase (decrease) in accounts payable                     (24,233)           62,067            51,755
    Increase in interest payable - related party                  1,593                 -             1,593
                                                         --------------    --------------    --------------

      Net Cash Used by Operating Activities                    (153,276)          (36,288)         (262,649)
                                                         --------------    --------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES                                  -                 -                 -
                                                         --------------    --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from cash on note payable - related party             89,000                 -            89,000
  Cash loaned on notes receivable - related party                     -          (616,363)         (707,152)
  Cash received on notes receivable - related party              64,276                 -           208,276
  Stock offering costs                                                -           (60,000)          (60,000)
  Issuance of stock for cash                                          -           715,000           732,525
                                                         --------------    --------------    --------------

      Net Cash Provided by Financing Activities                 153,276            38,637           262,649
                                                         --------------    --------------    --------------

NET INCREASE (DECREASE) IN CASH                                       -             2,349                 -

CASH AT BEGINNING OF PERIOD                                           -                 -                 -
                                                         --------------    --------------    --------------

CASH AT END OF PERIOD                                    $            -    $        2,349    $            -
                                                         ==============    ==============    ==============

CASH PAYMENTS FOR:

  Income taxes                                           $            -    $            -    $            -
  Interest                                               $            -    $            -    $            -

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

  Common stock issued for services                       $       91,475    $            -    $       93,475


          The accompanying notes are an integral part of these financial statements.
</TABLE>
                                              7
<PAGE>

                             ALLIANCE TOWERS, INC.
                         (Formerly USWEBAUCTIONS, INC.)
                         (A Development Stage Company)
                       Notes to the Financial Statements
                    September 30, 2001 and December 31, 2000


NOTE 1 -  BASIS OF FINANCIAL STATEMENT PRESENTATION

          The accompanying  unaudited condensed  financial  statements have been
          prepared by the Company  pursuant to the rules and  regulations of the
          Securities and Exchange  Commission.  Certain information and footnote
          disclosures  normally  included in  financial  statements  prepared in
          accordance with accounting principles generally accepted in the United
          States of America have been  condensed or omitted in  accordance  with
          such rules and regulations.  The information  furnished in the interim
          condensed  financial  statements include normal recurring  adjustments
          and reflects all adjustments, which, in the opinion of management, are
          necessary  for a  fair  presentation  of  such  financial  statements.
          Although management believes the disclosures and information presented
          are adequate to make the information  not misleading,  it is suggested
          that  these  interim  condensed   financial   statements  be  read  in
          conjunction   with  the  Company's  most  recent   audited   financial
          statements and notes thereto  included in its December 31, 2000 Annual
          Report on Form  10-KSB.  Operating  results for the nine months  ended
          September 30, 2001 are not necessarily  indicative of the results that
          may be expected for the year ending December 31, 2001.

NOTE 2 -  GOING CONCERN

          The  Company's  financial  statements  are  prepared  using  generally
          accepted  accounting  principles  applicable  to a going concern which
          contemplates  the realization of assets and liquidation of liabilities
          in the normal  course of  business.  The Company  has not  established
          revenues  sufficient  to cover  its  operating  costs  and allow it to
          continue as a going concern.  Management  intends to raise  additional
          funds  through  private  placements  and to  seek  a  merger  with  an
          existing,  operating  company.  In the  interim,  it has  committed to
          meeting the Company's minimal operating expenses.

NOTE 3 -  STOCK TRANSACTIONS

          On June 10, 2000, the Company issued 36,720,000 shares of common stock
          valued at $0.02 per share for cash. At December 31, 2000,  the Company
          has received  $261,940  and has a stock  subscription  receivable  for
          $500,000.

          On September 21, 2000, the Company issued  21,600,000 shares of common
          stock  valued  at $0.02  per share  for  cash.  The  Company  received
          $450,000 and paid stock offering costs of $60,000.

          On October 19, 2000, the Company issued 601,200 shares of common stock
          valued at $0.02 per share for cash and received $12,525.

          On October 31, 2000, the Company issued 240,000 shares of common stock
          valued at $0.02 per share for cash and received $5,000.

          On January 11, 2001,  the Company  issued  3,540,000  shares of common
          stock valued at $0.02 per share for services.

          On February 6, 2001, the Company issued 850,800 shares of common stock
          valued at $0.02 per share for services.

                                       8
<PAGE>
                             ALLIANCE TOWERS, INC.
                         (Formerly USWEBAUCTIONS, INC.)
                         (A Development Stage Company)
                       Notes to the Financial Statements
                    September 30, 2001 and December 31, 2000


NOTE 3 -  STOCK TRANSACTIONS (Continued)

          On February 6, 2001, the Company cancelled  3,540,000 shares of common
          stock  valued at $0.02 per share and  reduced  the stock  subscription
          receivable.

          On March 16, 2001, the Company  cancelled  3,000,000  shares of common
          stock valued at $0.02 per share and reduced accounts  receivables from
          related parties.

          On  September  7, 2001,  the Company  cancelled  20,460,000  shares of
          common  stock at $0.02 per share and  reduced  the stock  subscription
          receivable.

NOTE 4 -  MATERIAL EVENTS

          On July 12,  2001,  the Company and A1 Cellular,  Inc.  signed a stock
          purchase  agreement whereby the Company was to issue 10,800,000 shares
          of its common  stock in  exchange  for all of the  outstanding  common
          stock  of  A1  Cellular,  Inc.  On  February  12,  2002,  the  Company
          terminated the proposed merger with A1 Cellular, Inc.

NOTE 5 -  RELATED PARTY TRANSACTIONS

          Notes Receivable - Related Party
          --------------------------------

          As of September 30, 2001, the Company had a note  receivable - related
          party  with a balance  of $9,000,  which was  subsequently  collected.
          During the three and nine months ended September 30, 2001, the Company
          had  received   proceeds  in  the  amounts  of  $18,600  and  $64,726,
          respectively.

          Notes Payable - Related Party
          -----------------------------

          As of  September  30,  2001,  the Company had a note payable - related
          party with a balance of  $89,000.  This note  payable  bears an annual
          interest  rate  of 8%,  is  unsecured,  and is  due on  demand.  As of
          September 30, 2001 and 2000, this note payable had accrued interest of
          $1,593 and $0, respectively.

          Common Stock
          ------------

          On January 11, 2001,  the Company  issued  3,540,000  shares of common
          stock valued at $0.02 per share for services. These shares were issued
          to a related party.

          On February 6, 2001, the Company issued 850,800 shares of common stock
          valued at $0.02 per share for services.  These shares were issued to a
          related party.

          On March 16, 2001, the Company  cancelled  3,000,000  shares of common
          stock valued at $0.02 per share and reduced accounts  receivables from
          related parties.

                                       9
<PAGE>
                             ALLIANCE TOWERS, INC.
                         (Formerly USWEBAUCTIONS, INC.)
                         (A Development Stage Company)
                       Notes to the Financial Statements
                    September 30, 2001 and December 31, 2000


NOTE 6 -  SUBSEQUENT EVENTS

          On January 31, 2003, the Company  approved a 12-for-1 stock split. All
          references to common stock and  additional  paid-in  capital have been
          retroactively restated to reflect the split.

          On February 4, 2003, the Company amended its articles of incorporation
          to increase the authorized number of common shares to 5,000,000,000.

          On February 4, 2003,  the  Company  also  changed its name to Alliance
          Towers, Inc., in connection with the February 13, 2003, acquisition of
          Alliance Towers, Inc., a private company.

          On February 13, 2003, the Company and Alliance Tower, Inc. (Alliance),
          completed a Share  Exchange  Agreement  whereby the Company issued one
          billion thirty-six million  (1,036,000,000) shares of its common stock
          in  exchange  for all of the  outstanding  common  stock of  Alliance.
          Immediately  prior to the Share  Exchange  Agreement,  the Company had
          99,672,000  shares  of  common  stock  issued  and  outstanding.   The
          acquisition  will be accounted for as a  recapitalization  of Alliance
          because the shareholders of Alliance  controlled the Company after the
          acquisition  was completed.  Alliance will be treated as the acquiring
          entity for accounting  purposes and Alliance  Towers,  Inc.  (Formerly
          USWEBAUCTIONS,  INC.),  will be surviving  entity for legal  purposes.
          Immediately   following  the  acquisition,   all  prior  officers  and
          directors  of the  Company  resigned.  The new  officers  and Board of
          Directors  consist of the management of the acquired  Alliance  Tower,
          Inc.

                                       10
<PAGE>

ITEM 2.     MANAGEMENT'S PLAN OF OPERATION AND DISCUSSION AND ANALYSIS


INTRODUCTORY STATEMENTS

      FORWARD-LOOKING  STATEMENTS AND  ASSOCIATED  RISKS.  THIS FILING  CONTAINS
FORWARD-LOOKING STATEMENTS,  INCLUDING STATEMENTS REGARDING, AMONG OTHER THINGS,
(A) OUR COMPANY'S PROJECTED SALES AND PROFITABILITY,  (B) OUR COMPANY'S BUSINESS
PLAN AND GROWTH STRATEGIES, (C) OUR COMPANY'S FUTURE FINANCING PLANS AND (D) OUR
COMPANY'S ANTICIPATED NEEDS FOR WORKING CAPITAL. IN ADDITION,  WHEN USED IN THIS
FILING,  THE WORDS "BELIEVES,"  "ANTICIPATES,"  "INTENDS," "IN ANTICIPATION OF,"
"EXPECTS,"   AND  SIMILAR   WORDS  ARE  INTENDED  TO  IDENTIFY   FORWARD-LOOKING
STATEMENTS.  THESE FORWARD-LOOKING STATEMENTS ARE BASED LARGELY ON OUR COMPANY'S
EXPECTATIONS  AND ARE  SUBJECT TO A NUMBER OF RISKS AND  UNCERTAINTIES,  MANY OF
WHICH ARE BEYOND OUR COMPANY'S  CONTROL.  ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THESE  FORWARD-LOOKING  STATEMENTS  AS A RESULT OF CHANGES IN TRENDS IN THE
ECONOMY  AND  ANY  INDUSTRY  IN  WHICH  THE  COMPANY  ENTERS,  COMPETITION,  THE
AVAILABILITY  OF  FINANCING  AND  OTHER  FACTORS.  IN LIGHT OF THESE  RISKS  AND
UNCERTAINTIES,  THERE CAN BE NO ASSURANCE  THAT THE  FORWARD-LOOKING  STATEMENTS
CONTAINED IN THIS FILING WILL IN FACT OCCUR.

OVERVIEW

      We are a  development  stage  company that has had no operations or income
since our  inception in 1997.  We were  incorporated  in the State of Florida on
July 10, 1997 as August  Project 1 Corp.  We were formed for the sole purpose of
acquiring  or merging  with an  operating  company.  On January 27,  2000,  Lido
Capital  Corporation,  a Florida  CORPORATION  ("LIDO"),  purchased 97.3% of the
then-outstanding  common stock of our Company from Eric Littman, our controlling
shareholder at the time. As previously  reported,  in April 2000, we acquired by
merger USWebauctions, Inc. ("USWA"), in which our Company adopted the same name.
On July 13, 2000, the acquisition was rescinded.

      Since the rescission,  we have been active in seeking potential  operating
businesses and business opportunities,  with the intent to acquire or merge with
such  businesses.  On February 5, 2001,  our company  entered into a non-binding
Memorandum  of  Understanding  to merge with A-1  Cellular,  Inc.,  an operating
business ("A-1 CELLULAR").  On July 12, 2001, we entered into a definitive Stock
Purchase  Agreement with A-1 Cellular.  This transaction was subject to a number
of  contingencies,  including  the filing and  effectiveness  of a  registration
statement to be filed. On March 2002, we terminated the Stock Purchase Agreement
with A-1 Cellular due to the failure to consummate the transaction within ninety
(90) days from July 12, 2001.

      On January 31, 2003, we completed a 12-for-1 forward stock split. Prior to
the 12-for-1 forward stock split, we had 8,306,000 shares of common stock issued
and outstanding and subsequent to the forward split we had 99,672,000  shares of
common  stock  issued and  outstanding.  On  February  4, 2003,  we amended  our
Articles  of  Incorporation  to change our name to  Alliance  Towers,  Inc.  and
increase our authorized  common stock to 5,000,000,000  shares.  On February 13,
2003, we consummated a share exchange  transaction with Alliance Tower,  Inc., a
private  company  ("ALLIANCE"),  whereby we issued  1,036,000,000  shares of our
common  stock in exchange for all of the  outstanding  common stock of Alliance.
Alliance will be treated as the acquiring entity for accounting purposes and our
Company will be treated as the surviving entity for legal purposes.  Immediately
following the consummation of the share exchange transaction, Earl T. Ingarfield
resigned as President and a Director of our Company and Robert  Sandburg  became
our Chief Executive Officer and a Director.

      We have been in the development  stage since inception and have undertaken
limited  business  operations  to  date.  We have no cash  on-hand  and no other
material assets. We currently do not have a source of revenue to cover operating
costs to allow us to continue as a going concern.  Accordingly,  our independent
accountants   have  included  in  our  financial   statements  a  going  concern
qualification footnote.  There can be no assurance that we will be successful in
implementing our business plan.

      BALANCE SHEET. At September 30, 2001, we had total assets of approximately
$9,000 and had current liabilities of approximately $142,348.

      INCOME  STATEMENT.  We have not had any revenue since inception.  Our main
operating  expenses  consist  of the  costs  of  complying  with  the  reporting
requirements of the Securities Act of 1933, including legal and accounting fees.
For the nine months ended  September 30, 2001,  we recorded  $207,613 in general
and  administrative  expenses  and $480,550 in bad debt  expenses.  For the nine
months ended September 30, 2001, our net loss was $689,756.

                                       11
<PAGE>

PLAN OF OPERATION

      CASH  REQUIREMENTS.  Our cash  requirements  consist primarily of employee
salaries,  rent,  professional  fees and related  expenses.  As of September 30,
2001, we had no cash-on-hand.  Since inception,  our cash requirements have been
met by a combination of loans from  management and the sale of common stock.  In
September  2000,  our  Company  raised  approximately  $450,000  (less  offering
expenses of  approximately  $60,000)  from the sale of  1,800,000  shares of our
Company stock.  All of these  proceeds were loaned to Lido,  which was owned and
controlled by Earl T. Ingarfield, our former President and Director. The loan to
Lido was unsecured, due on demand, and was to accrue interest at the rate of 10%
per annum.  On March 31,  2001,  Lido repaid a portion of this loan by tendering
250,000  shares  of common  stock to our  Company.  Lido  became  insolvent  and
incapable  of  repaying  the loan to our  Company.  We  wrote-off,  as bad debt,
interest receivable of $29,841 and $450,709 of the loan receivable.

      We will need to raise  additional  capital to fund our  proposed  business
operations  and to develop our Company's  business  strategy for the next twelve
months and beyond. We have no cash resources  currently available to satisfy our
cash requirements for the next twelve (12) months.

      Our   Company   intends  to   register   the   above-referred   securities
(approximately  1,800,000 shares of common stock) and any additional  securities
sold by our Company  with the  Securities  and  Exchange  Commission  as soon as
reasonably  practicable.  SEE "Certain  Business  Risk Factors - Sales of common
stock by private placement investors may cause our stock price to decline."

      CHANGES  IN  NUMBER  OF  EMPLOYEES.  Our  Company  currently  has  one (1)
employee,  Robert  Sandburg,  our  Chief  Executive  Officer.  We are  currently
reviewing our personnel needs for 2003 and beyond.  As of the date hereof, we do
not anticipate  hiring any employees until we consummate a merger or acquisition
with an operating business.


GOING CONCERN OPINION

      Our  independent  auditors  have added an  explanatory  paragraph to their
audit  opinions  issued in  connection  with the 2000,  2001 and 2002  financial
statements which states that our Company does not have significant cash or other
material  assets to cover our  operating  costs and to allow us to continue as a
going  concern.  Our ability to 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.


CERTAIN BUSINESS RISK FACTORS

      We are subject to various risks,  which may have a material adverse effect
on our  Company's  business,  financial  condition  and  results of  operations.
Certain risks are discussed below:


      WE HAVE NO  OPERATING  HISTORY  OR  REVENUE  FROM  WHICH TO  EVALUATE  OUR
      BUSINESS

      We have had no  operating  history or revenue  from  operations  since our
inception on July 10, 1997.  In addition,  we have limited  assets and financial
resources.  Due to our  lack of  operations  and  revenue,  we  expect  to incur
operating  losses for the  foreseeable  future.  Due to our lack of  operations,
there is limited information upon which investors can evaluate our business. Our
independent  auditors have noted that our Company does not have significant cash
or a source of revenue to cover our operating  costs and to allow us to continue
as a going  concern.  External  capital will be required for us to continue as a
going concern.  We have no commitments or other sources of capital  available to
us. Our inability to continue as a going concern could result in you losing your
entire investment in our Company.


      WE WILL NEED TO RAISE ADDITIONAL CAPITAL TO CONTINUE OUR OPERATIONS

      Our operations have relied almost  entirely on external  financing to fund
our  operations.  Such  financing has  historically  come from a combination  of
borrowings  from and sale of common stock to third parties and funds provided by
certain officers and directors. We will need to raise additional capital to fund
our anticipated  operating  expenses and future  expansion.  Among other things,
external  financing  will be required to cover our  operating  costs.  We cannot
assure you that financing  whether from external sources or related parties will
be available if needed or on  favorable  terms.  The sale of our common stock to
raise  capital may cause  dilution to our existing  shareholders.  If additional
financing is not  available  when  required or is not  available  on  acceptable
terms, we may be unable to fund our operations and expansion,  take advantage of
business opportunities or respond to competitive market pressures,  any of which
could make it more  difficult for us to pursue our proposed  business  plan. Any

                                       12
<PAGE>

difficulty  that we may  encounter in pursuing our  proposed  business  plan may
result in a lower stock price for our Company.


      THERE IS  SUBSTANTIAL  DOUBT  ABOUT OUR  ABILITY  TO  CONTINUE  AS A GOING
      CONCERN DUE TO INSUFFICIENT  REVENUES TO COVER OUR OPERATING COSTS,  WHICH
      MEANS  THAT WE MAY NOT BE ABLE TO  CONTINUE  OPERATIONS  UNLESS  WE OBTAIN
      ADDITIONAL FUNDING

      The  report  of our  independent  accountants  on our  December  31,  2000
financial  statements,  as noted in Note 2  included  an  explanatory  paragraph
indicating  that there is  substantial  doubt about our ability to continue as a
going concern due to our Company's  inability to establish revenues to cover our
operating  costs.  We anticipate that we will incur net losses for the immediate
future. We expect our operating  expenses to increase  significantly,  and, as a
result,  we will need to  generate  monthly  revenue if we are to  continue as a
going  concern.  To the extent that we do not  generate  revenue at  anticipated
rates, we do not obtain additional  funding,  or that increases in our operating
expenses precede or are not subsequently  followed by commensurate  increases in
revenue,  or that we are unable to adjust operating expense levels  accordingly,
we may not have the  ability to continue on as a going  concern.  Our  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


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

      Our common stock is deemed to be "penny  stock" as that term is defined in
Rule 3a51-1 promulgated under the Securities  Exchange Act of 1934. Penny stocks
are stock:

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

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

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

      o     In issuers with net  tangible  assets less than $2.0 million (if the
            issuer has been in continuous operation for at least three years) or
            $5.0 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.  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.


      WE ARE A DEVELOPMENT  STAGE COMPANY AND HAVE A LIMITED  OPERATING  HISTORY
      UPON WHICH YOU CAN BASE YOUR INVESTMENT DECISION

      We had a major shift in our business strategy in February 2003. It was not
until February 2003 that we acquired Alliance Towers,  Inc., another development
stage  company  and  focused  on  the  development,   ownership,  marketing  and
management of tower facilities for the wireless  telecommunications industry and
the deployment and ownership of wireless broadband  networks.  We have a limited
operating history upon which to evaluate our business plan and prospects.  If we
are unable to obtain additional  external funding or generate revenue,  we could
be forced to curtail or cease our operations.


      OUR BUSINESS REVENUE GENERATION MODEL IS UNPROVEN AND COULD FAIL

      Our revenue  model is new and  evolving,  and we cannot be certain that it
will be successful. Our ability to generate revenue depends, among other things,
on our ability to develop,  operate,  market and manage wireless  communications
tower  facilities  and to develop  wireless  broadband  networks.  The potential
profitability of this business model is unproven.  Accordingly, we cannot assure
you that our business  model will be successful or that we can generate  revenue
or achieve profitability.

                                       13
<PAGE>


      OUR OPERATIONS LACK DIVERSIFICATION

      Our proposed  operations should result in our engaging in the development,
ownership,  marketing  and  management  of  tower  facilities  for the  wireless
telecommunications  industry  and  the  deployment  and  ownership  of  wireless
broadband  networks.  Our inability to diversify our activities into a number of
areas  may   subject  us  to   economic   fluctuations   within   the   wireless
telecommunications  industry, which may have an adverse impact on our operations
and result in a lower stock price.


      CONSOLIDATIONS  IN THE WIRELESS  COMMUNICATIONS  INDUSTRY COULD  ADVERSELY
      AFFECT OUR BUSINESS

      The wireless  communications  industry has  experienced  consolidation  of
participants, and this trend may continue. If wireless carriers consolidate with
companies that compete with our wireless technology,  our proportionate share of
the emerging market for wireless technologies may be reduced or eliminated. This
reduction or  elimination of our market share could reduce our ability to obtain
profitable operations and could even cause us to reduce or cease operations.


      IF WE ARE NOT  ABLE  TO  COMPETE  EFFECTIVELY  IN THE  HIGHLY  COMPETITIVE
      WIRELESS  COMMUNICATIONS  INDUSTRY,  WE MAY BE  FORCED  TO REDUCE OR CEASE
      OPERATIONS

      Our ability to compete  effectively  with our  competitors  depends on the
following factors, among others:

      o     the performance of our wireless  telecommunications  technology in a
            manner that meets customer expectations;

      o     the success of our efforts to develop, construct and manage wireless
            telecommunications tower facilities;

      o     our ability to  competitively  price our  services  with  similar or
            comparable services offered by our competitors;

      o     general conditions in the wireless communications industry; and

      o     the success of our efforts to  develop,  improve and  satisfactorily
            address  any  issues  relating  to our  wireless  telecommunications
            technology.

      Our  failure  to  successfully   develop  our  technology,   services  and
distribution channels could cause us to reduce or cease operations.


      WE MAY  NOT BE ABLE  TO  EFFECTIVELY  PROTECT  OUR  INTELLECTUAL  PROPERTY
      RIGHTS,  THE FOUNDATION OF OUR BUSINESS,  WHICH COULD HARM OUR BUSINESS BY
      MAKING IT EASIER FOR OUR COMPETITORS TO DUPLICATE OUR SERVICES

      We regard certain  aspects of our services and technology as  proprietary.
We have not  currently  taken  steps to  protect  our  proprietary  rights  with
patents, copyrights, trademarks,  restrictions on disclosure or other protective
methods.  Even if we undertake  these  precautions  in the future,  we cannot be
certain that third parties will not infringe or  misappropriate  our proprietary
rights or that third parties will not  independently  develop  similar  services
and/or technology. Any infringement, misappropriation or independent development
of our proprietary rights could cause us to cease operations.

      Any patent  applications  with respect to our wireless  technology that we
may file in the future may not be issued to us, or, if issued,  may not  protect
our intellectual  property from competition which could seek to design around or
invalidate  these  patents.  Our failure to adequately  protect our  proprietary
rights in our  services  and  technology  could harm our  business  by making it
easier for our competitors to duplicate our services.

      We own several  Internet domain names,  including  www.alliancetowers.com.
The regulation of domain names in the United States and in foreign countries may
change. Regulatory bodies could establish additional top-level domains or modify
the  requirements  for holding domain names,  any or all of which may dilute the
strength of our name. The  relationship  between  regulations  governing  domain
names and laws protecting proprietary rights is unclear.  Therefore,  we may not
be able to prevent  third parties from  acquiring  domain names that infringe or
otherwise decrease the value of our trademarks and other proprietary rights.

      We may have to resort to litigation to enforce our  intellectual  property
rights,  protect our trade  secrets,  determine  the  validity  and scope of the
proprietary  rights of others,  or defend ourselves from claims of infringement,
invalidity or unenforceability. Litigation may be expensive and divert resources

                                       14
<PAGE>

even if we win. This could adversely  affect our business,  financial  condition
and operating results such that it could cause us to reduce or cease operations.


      OTHER  PARTIES  MAY  ASSERT  THAT  OUR   TECHNOLOGY   INFRINGES  ON  THEIR
      INTELLECTUAL  PROPERTY  RIGHTS,  WHICH COULD  DIVERT  MANAGEMENT  TIME AND
      RESOURCES AND POSSIBLY FORCE OUR COMPANY TO REDESIGN OUR TECHNOLOGY

      Technology-based  industries,  such  as  ours,  are  characterized  by  an
increasing  number of patents and frequent  litigation  based on  allegations of
patent  infringement.  From  time to time,  third  parties  may  assert  patent,
copyright  and  other  intellectual  property  rights to  technologies  that are
important to us. While there  currently are no outstanding  infringement  claims
pending by or against  us, we cannot  assure  you that  third  parties  will not
assert  infringement  claims against us in the future,  that  assertions by such
parties will not result in costly  litigation,  or that they will not prevail in
any such litigation.  In addition,  we cannot assure you that we will be able to
license  any valid and  infringed  patents  from third  parties on  commercially
reasonable terms or, alternatively,  be able to redesign products or services on
a cost-effective  basis to avoid  infringement.  Any infringement claim or other
litigation against or by us could have a material adverse effect on us and could
cause us to reduce or cease operations.

      IF WE ARE UNABLE TO  SUCCESSFULLY  DEVELOP THE  TECHNOLOGY  NECESSARY  FOR
      OPERATIONS, WE WILL NOT BE ABLE TO BRING OUR SERVICES TO MARKET AND MAY BE
      FORCED TO REDUCE OR CEASE OPERATIONS

      Our ability to commercialize  our services is dependent on the advancement
of our existing technology. In order to obtain and maintain market share we will
continually  be required to make  advances in  technology.  We cannot assure you
that our research and development efforts will result in the development of such
technology  on a timely  basis or at all.  Any  failures  in such  research  and
development   efforts  could  result  in  significant   delays  in  the  further
development  of our  services  and cause us to reduce  or cease  operations.  We
cannot  assure  you  that  we will  not  encounter  unanticipated  technological
obstacles  which either delay or prevent us from  completing the  development of
our services.


      WE MAY NOT BE ABLE TO KEEP  UP WITH  RAPID  TECHNOLOGICAL  CHANGES,  WHICH
      COULD RENDER OUR SERVICES OBSOLETE

      The   wireless   communications   industry  is   characterized   by  rapid
technological change, changes in customer requirements and preferences, frequent
introduction  of  products  and  services  embodying  new  technologies  and the
emergence of new industry standards and practices that could render our existing
technology  obsolete.  Our future  success will depend on our ability to enhance
and improve the  functionality,  accessibility and features of our services.  We
expect that our marketplace will require  extensive  technological  upgrades and
enhancements  to  accommodate  many of the new  products  and  services  that we
anticipate will be added to our  marketplace.  We cannot assure you that we will
be able to expand and  upgrade  our  technology  and  systems,  or  successfully
integrate new  technologies or systems we develop in the future,  to accommodate
such increases in a timely manner.


      WE MAY NOT EFFECTIVELY MANAGE THE GROWTH NECESSARY TO EXECUTE OUR BUSINESS
      PLAN,  WHICH COULD ADVERSELY  EFFECT THE QUALITY OF OUR OPERATIONS AND OUR
      COSTS

      In order to achieve the critical  mass of business  activity  necessary to
successfully  execute our  business  plan,  we must  significantly  increase the
number of strategic partners and customers that use our technology.  This growth
will place significant strain on our personnel,  systems and resources.  We also
expect  that  we  will  continue  to  hire   employees,   including   technical,
management-level  employees,  and sales staff for the foreseeable  future.  This
growth  will  require  us to  improve  management,  technical,  information  and
accounting systems,  controls and procedures. We may not be able to maintain the
quality of our  operations,  control  our  costs,  continue  complying  with all
applicable regulations and expand our internal management, technical information
and accounting systems in order to support our desired growth. We cannot be sure
that we will manage our growth effectively, and our failure to do so could cause
us to reduce or cease operations.

                                       15
<PAGE>

      SALES OF COMMON STOCK BY PRIVATE  PLACEMENT  INVESTORS MAY CAUSE OUR STOCK
      PRICE TO DECLINE

      We  intend  to  file  a  registration   statement  on  behalf  of  certain
shareholders  with the Securities and Exchange  Commission as soon as reasonably
practicable.  This registration  statement will permit such selling shareholders
to freely sell their  shares of common  stock into the open  market.  Such sales
without corresponding demand may cause our stock price to decline.

                                       16
<PAGE>

                                     PART II


                                OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

      We are not aware of any legal proceedings involving our Company.


ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

      (a) On February  4, 2003,  we amended our  Articles  of  Incorporation  to
increase our authorized common stock to 5,000,000,000 shares.

      (b) None.

      (c) On June 10, 2000, we issued  36,720,000  shares of common stock valued
at $0.02 per share for cash. At December 31, 2000, we have received $261,940 and
we have a stock subscription receivable for $500,000.

      On September 21, 2000, we issued  21,600,000 shares of common stock valued
at $0.02 per share for cash. We received  $450,000 and paid stock offering costs
of $60,000.

      On October 19, 2000,  we issued  601,200  shares of common stock valued at
$0.02 per share for cash and received $12,525.

      On October 31, 2000,  we issued  240,000  shares of common stock valued at
$0.02 per share for cash and received $5,000.

      On January  11,  2001,  we issued  3,540,000  shares of common  stock to a
related party valued at $0.02 per share for the services.

      On February 6, 2001,  we issued  850,800  shares of common stock valued at
$0.02 per share for services.

      On  February  6,  2001,  we  cancelled  3,540,000  shares of common  stock
previously  issued to a related  party valued at $0.02 per share and reduced the
stock subscription receivable.

      On  March  16,  2001,  we  cancelled  3,000,000  shares  of  common  stock
previously  issued to a related  party  valued at $0.02 per share and  reduced a
note receivable from a related party.

      On  September  7, 2001,  we  cancelled  20,460,000  shares of common stock
previously  issued  at $0.02  per  share  and  reduced  our  stock  subscription
receivable.

      (d)   None.


ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

      Not applicable.


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

      Not applicable.


ITEM 5.     OTHER INFORMATION

      Not applicable.

                                       17
<PAGE>

<TABLE>
ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  EXHIBITS.
<CAPTION>
EXHIBIT
NO.            DESCRIPTION                                            LOCATION
---            -----------                                            --------

    <S>        <C>                                                    <C>
    2.01       Stock Purchase Agreement dated as of January           Incorporated by reference to Exhibit 2.01 to our
               27, 2000 among our company, Lido Capital               company's Registration Statement on Form 10-SB filed
               Corporation, Eric P. Littman and Dennis                with the Securities and Exchange Commission on February
               Sturm                                                  24, 2000

    2.02       Stock Purchase Agreement dated as of                   Incorporated by reference to Exhibit 2.02 to our
               April 10, 2000, among our company,                     company's Current Report on Form 8-K filed with the
               USWEBAUCTIONS, Inc., Jon Kochevar, and John            Securities and Exchange Commission on May 26, 2000
               Allen

    2.03       Articles of Merger dated as of April 21,               Incorporated by reference to Exhibit 2.03 to our
               2000 of USWEBAUCTIONS, Inc. into our                   company's quarterly report on Form 10-QSB filed with the
               company, together with the Plan of Merger              Securities and Exchange Commission on August 21, 2000

    2.04       Rescission Agreement and Mutual Release                Incorporated by reference to Exhibit 2.01 to our
               dated as of July 13, 2000 among our company,           company's Current Report on Form 8-K filed with the
               Jon Kochevar, and John Allen                           Securities and Exchange Commission

    3.01       Articles of Incorporation filed on July 10,            Incorporated by reference to Exhibit 3.01 to our
               1997 with the Florida Secretary of State               company's Registration Statement on Form 10-SB filed
                                                                      with the Securities and Exchange Commission on February
                                                                      24, 2000

    3.02       Articles of Amendment to Articles of                   Incorporated by reference to Exhibit 3.02 to our
               Incorporation                                          company's Registration Statement on Form 10-SB filed
                                                                      with the Securities and Exchange Commission on February
                                                                      24, 2000

    3.03       Bylaws                                                 Incorporated by reference to Exhibit 3.03 to our
                                                                      company's Registration Statement on Form 10-SB filed
                                                                      with the Securities and Exchange Commission on February
                                                                      24, 2000

          (b)  REPORTS ON FORM 8-K.

          No reports on Form 8-K were filed  during the  quarterly  period ended
          September 30, 2001.
</TABLE>

                                       18
<PAGE>
                                   SIGNATURES

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

Date: September 10, 2003                   ALLIANCE TOWERS, INC.

                                       By:  /s/ Robert Sandburg
                                          ------------------------------------
                                                Robert Sandburg
                                                Chief Executive Officer

                                       19
<PAGE>

                                  CERTIFICATION


                             PURSUANT TO SECTION 302


      I, Robert Sandburg, certify that:

      1. I have  reviewed  this  Quarterly  Report on Form  10-QSB  of  Alliance
Towers, Inc.

      2. Based on my  knowledge,  this  quarterly  report  does not  contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

            a) designed such  disclosure  controls and procedures to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

            b)  evaluated  the  effectiveness  of  the  registrant's  disclosure
controls and  procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

            c)  presented in this  quarterly  report our  conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

            a) all  significant  deficiencies  in the  design  or  operation  of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

            b) any fraud,  whether or not material,  that involves management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

      6. The registrant's other certifying officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: September 10, 2003                   By: /s/ Robert Sandburg
                                              --------------------------------
                                                   Robert Sandburg
                                                   Chief Executive Officer

                                       20
<PAGE>

                                  CERTIFICATION


                             PURSUANT TO SECTION 302


      I, Michael Delin, certify that:

      1. I have  reviewed  this  Quarterly  Report on Form  10-QSB  of  Alliance
Towers, Inc.

      2. Based on my  knowledge,  this  quarterly  report  does not  contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

      4. The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

            a) designed such  disclosure  controls and procedures to ensure that
material  information  relating to the  registrant,  including its  consolidated
subsidiaries, is made known to us by others within those entities,  particularly
during the period in which this quarterly report is being prepared;

            b)  evaluated  the  effectiveness  of  the  registrant's  disclosure
controls and  procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

            c)  presented in this  quarterly  report our  conclusions  about the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

      5. The registrant's other certifying officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

            a) all  significant  deficiencies  in the  design  or  operation  of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

            b) any fraud,  whether or not material,  that involves management or
other  employees  who  have a  significant  role  in the  registrant's  internal
controls; and

      6. The registrant's other certifying officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: September 21, 2003                   By: /s/ Michael Delin
                                              --------------------------------
                                                   Michael Delin
                                                   Chief Financial Officer

                                       21
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In  connection  with the  Quarterly  Report of Alliance  Towers,  Inc. (the
"Company") on Form 10-QSB for the period ended September 30, 2001, as filed with
the Securities and Exchange  Commission on the date hereof (the "Report"),  each
of the undersigned,  in the capacities and on the dates indicated below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

      1. The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

      2.  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of  operation of the
Company.


Date: September 10, 2003                   By: /s/ Robert Sandburg
                                              --------------------------------
                                                   Robert Sandburg
                                                   Chief Executive Officer

                                       22
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In  connection  with the  Quarterly  Report of Alliance  Towers,  Inc. (the
"Company") on Form 10-QSB for the period ended September 30, 2001, as filed with
the Securities and Exchange  Commission on the date hereof (the "Report"),  each
of the undersigned,  in the capacities and on the dates indicated below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

      1. The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

      2.  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of  operation of the
Company.


Date: September 10, 2003                   By: /s/ Michael Delin
                                              --------------------------------
                                                   Michael Delin
                                                   Chief Financial Officer

                                       23