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 MARCH 31, 2004

|_|   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            (I.R.S. Employer Identification No.)
   Incorporation or Organization)


4333 SOUTH TAMIAMI TRAIL, SUITE F, SARASOTA, FLORIDA                    34231
-----------------------------------------------------                   -----
      (Address of Principal Executive Offices)                        (Zip Code)


                                 (941) 927-2778
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

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

            22 SOUTH LINKS AVENUE, SUITE 204, SARASOTA, FLORIDA 34231
            ----------------------------------------------------------
                            (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

      There were 1,135,672,000 shares of Common Stock outstanding as of May 12,
2004.


<PAGE>


                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



                                        2
<PAGE>



                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS
                      MARCH 31, 2004 AND DECEMBER 31, 2003



                                        3
<PAGE>


                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                           Consolidated Balance Sheets


<TABLE>
<CAPTION>
         ASSETS

                                                                                 MARCH 31,       DECEMBER 31,
                                                                                   2004              2003
                                                                              --------------    --------------
                                                                                (UNAUDITED)
<S>                                                                           <C>               <C>
CURRENT ASSETS
  Cash                                                                        $        8,777    $           33
  Deposits                                                                                --            39,000
  Constructed assets in progress                                                       9,250                --
  Accounts receivable                                                                  1,800             1,919
  Note receivable                                                                     10,400            10,400
                                                                              --------------    --------------
    Total Current Assets                                                              30,227            51,352
                                                                              --------------    --------------
PROPERTY AND EQUIPMENT, NET                                                          784,599           586,657
                                                                              --------------    --------------
    TOTAL ASSETS                                                              $      814,826    $      638,009
                                                                              ==============    ==============
       LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

  Accounts payable                                                            $       49,350    $       75,655
  Accounts payable - related parties                                                 843,365           698,729
  Customer advances                                                                   63,000                --
  Deferred compensation                                                              147,500           107,000
  Notes payable - related parties                                                     95,150            95,150
  Interest payable - related parties                                                  22,132            20,229
  Notes payable                                                                      109,644            94,644
  Interest payable                                                                     6,259             3,701
                                                                              --------------    --------------
Total Current Liabilities                                                          1,336,400         1,095,108
                                                                              --------------    --------------
STOCKHOLDERS' EQUITY (DEFICIT)

  Preferred stock authorized: 10,000,000 shares
    at $0.001 par value; no shares issued and outstanding                                 --                --
  Common stock; authorized 5,000,000,000 common
    shares at $0.001 par value; 1,135,672,000 shares
    issued and outstanding                                                         1,135,672         1,135,672
  Additional paid-in capital (deficit)                                            (1,302,722)       (1,302,722)
  Deficit accumulated during development stage                                      (354,524)         (290,049)
                                                                              --------------    --------------
    Total Stockholders' Equity (Deficit)                                            (521,574)         (457,099)
                                                                              --------------    --------------
    TOTAL LIABILITIES AND STOCKHOLDERS'
    EQUITY (DEFICIT)                                                          $      814,826    $      638,009
                                                                              ==============    ==============
</TABLE>


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


                                        4
<PAGE>


                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                         FROM
                                                            FOR THE                 INCEPTION ON
                                                       THREE MONTHS ENDED             DECEMBER 3,
                                                            MARCH 31,                2002 THROUGH
                                                --------------------------------       MARCH 31,
                                                     2004              2003              2004
                                                --------------    --------------    --------------
<S>                                             <C>               <C>               <C>
REVENUES                                        $       21,840    $           --    $       23,759
                                                --------------    --------------    --------------
OPERATING EXPENSES

  Ground lease and related costs                         8,239                --             8,239
  Professional fees                                      6,023               200            89,893
  Consulting expenses                                   15,000            10,000            81,810
  Payroll expenses                                      40,500            24,975           147,500
  General and administrative                             6,602             7,846            28,718
  Depreciation expense                                   5,490                --             6,294
                                                --------------    --------------    --------------
    Total Operating Expenses                            81,854            43,021           362,454
                                                --------------    --------------    --------------
LOSS FROM OPERATIONS                                   (60,014)          (43,021)         (338,695)
                                                --------------    --------------    --------------
OTHER EXPENSES

  Interest expense                                      (4,461)           (1,958)          (15,829)
                                                --------------    --------------    --------------
    Total Other Expenses                                (4,461)           (1,958)          (15,829)
                                                --------------    --------------    --------------
NET LOSS                                        $      (64,475)   $      (44,979)   $     (354,524)
                                                ==============    ==============    ==============
BASIC LOSS PER SHARE                            $        (0.00)   $        (0.00)
                                                ==============    ==============
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                               1,135,672,000     1,086,943,467
                                                ==============    ==============
</TABLE>


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


                                        5
<PAGE>


                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)


<TABLE>
<CAPTION>
                                                                                                 DEFICIT
                                                                              ADDITIONAL       ACCUMULATED
                                                       COMMON STOCK             PAID-IN        DURING THE
                                                ---------------------------     CAPITAL        DEVELOPMENT
                                                   SHARES         AMOUNT       (DEFICIT)         STAGE
                                                ------------   ------------   ------------    ------------
<S>                                             <C>            <C>            <C>             <C>
Balance at inception on
  December 3, 2002                                        --   $         --   $         --    $         --

December 2002, common stock

  issued for consulting fees                    1,036,000,000     1,036,000     (1,029,190)             --

Net loss for the year ended
  December 31, 2002                                       --             --             --         (10,360)
                                                ------------   ------------   ------------    ------------
Balance, December 31, 2002                      1,036,000,000     1,036,000     (1,029,190)        (10,360)

Contributed capital by shareholder for
  payment of accounts payable                             --             --          3,550              --

February 13, 2003, recapitalization               99,672,000         99,672       (277,082)             --

Net loss for the year ended
  December 31, 2003                                       --             --             --        (279,689)
                                                ------------   ------------   ------------    ------------
Balance, December 31, 2003                      1,135,672,000     1,135,672     (1,302,722)       (290,049)

Net loss for the three months ended
  March 31, 2004 (unaudited)                              --             --             --         (64,475)
                                                ------------   ------------   ------------    ------------
Balance, March 31, 2004 (unaudited)             1,135,672,000  $  1,135,672   $ (1,302,722)   $   (354,524)
                                                ============   ============   ============    ============
</TABLE>


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


                                        6
<PAGE>


                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                         FROM
                                                             FOR THE                 INCEPTION ON
                                                        THREE MONTHS ENDED            DECEMBER 3,
                                                             MARCH 31,               2002 THROUGH
                                                   ------------------------------       MARCH 31,
                                                       2004             2003             2004
                                                   -------------    -------------    -------------
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                <C>              <C>              <C>
  Net loss                                         $     (64,475)   $     (44,979)   $    (354,524)
  Adjustments to reconcile net loss to
    net cash provided by operations:
  Issuance of common stock for consulting fees                --               --            6,810
  Depreciation                                             5,490               --            6,294
  Changes in operating assets and liabilities:
  Decrease in deposits                                    39,000               --               --
  (Increase) decrease in accounts receivable                 119               --           (1,800)
  (Increase) in notes receivable                              --               --          (10,400)
  Increase in customer advance                            63,000               --           63,000
  Increase in deferred compensation                       40,500           24,975          147,500
  Increase (decrease) in accounts payable
    and accounts payable-related parties                 (12,600)          18,101          133,729
  Increase (decrease) in interest payable
    and interest payable-related parties                   4,461            1,903           15,774
                                                   -------------    -------------    -------------
    Net Cash Provided by Operating Activities             75,495               --            6,383
                                                   -------------    -------------    -------------
CASH FLOWS FROM INVESTING ACTIVITIES

  Increase in constructed assets in progress              (9,250)              --           (9,250)
  Investment in property and equipment                  (203,432)              --         (790,893)
                                                   -------------    -------------    -------------
    Net Cash Used by Investing Activities               (212,682)              --         (800,143)
                                                   -------------    -------------    -------------
CASH FLOWS FROM FINANCING ACTIVITIES

  Increase in accounts payable-related party             130,931               --          692,893
  Proceeds from notes payable                             15,000               --          109,644
                                                   -------------    -------------    -------------
    Net Cash Provided by Financing Activities            145,931               --          802,537
                                                   -------------    -------------    -------------
    NET INCREASE IN CASH                                   8,744               --            8,777

    CASH AT BEGINNING OF PERIOD                               33               --               --
                                                   -------------    -------------    -------------
    CASH AT END OF PERIOD                          $       8,777    $          --    $       8,777
                                                   =============    =============    =============
</TABLE>


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


                                        7
<PAGE>


                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                       FROM
                                                            FOR THE                INCEPTION ON
                                                       THREE MONTHS ENDED            DECEMBER 3,
                                                            MARCH 31,               2002 THROUGH
                                                   -----------------------------      MARCH 31,
                                                        2004            2003            2004
                                                   -------------   -------------    -------------
<S>                                                <C>             <C>              <C>
SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID DURING THE PERIOD FOR:

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

SCHEDULE OF NON-CASH
FINANCING ACTIVITIES

  Recapitalization                                 $          --   $    (177,410)   $    (177,410)
  Common stock issued for consulting fees          $          --   $          --    $       6,810
  Contributed capital by shareholder for
    payment of accounts payable                    $          --   $       3,550    $       3,550
</TABLE>


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


                                        8
<PAGE>


                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2004 and December 31, 2003


NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         The accompanying  consolidated  financial statements have been prepared
         by the  Company  without  audit.  In the  opinion  of  management,  all
         adjustments (which include only normal recurring adjustments) necessary
         to  present  fairly the  consolidated  financial  position,  results of
         operations  and  cash  flows  at  March  31,  2004 and 2003 and for all
         periods presented have been made.

         Certain  information  and  footnote  disclosures  normally  included in
         consolidated   financial   statements   prepared  in  accordance   with
         accounting  principles  generally  accepted  in the  United  States  of
         America  have been  condensed or omitted.  It is  suggested  that these
         condensed consolidated financial statements be read in conjunction with
         the consolidated financial statements and notes thereto included in the
         Company's December 31, 2003 audited consolidated  financial statements.
         The results of operations for the periods ended March 31, 2004 and 2003
         are not  necessarily  indicative of the operating  results for the full
         years.

NOTE 2 - GOING CONCERN

         The Company's  consolidated  financial  statements  are prepared  using
         accounting  principles  generally  accepted  in the  United  States  of
         America   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 yet  established  an ongoing
         source of revenues sufficient to cover its operating costs and allow it
         to continue as a going concern.  The ability of the Company to continue
         as a going  concern is  dependent  on the  Company  obtaining  adequate
         capital to fund operating  losses until it becomes  profitable.  If the
         Company  is unable to obtain  adequate  capital,  it could be forced to
         cease operations.

         In order to continue as a going concern,  develop a reliable  source of
         revenues, and achieve a profitable level of operations the Company will
         need, among other things,  additional capital  resources.  Management's
         plans to continue as a going concern include raising additional capital
         through sales of common stock.  However,  management cannot provide any
         assurances that the Company will be successful in accomplishing  any of
         its plans.

         The ability of the Company to continue as a going  concern is dependent
         upon its ability to successfully  accomplish the plans described in the
         preceding  paragraph and  eventually  secure other sources of financing
         and  attain  profitable  operations.   The  accompanying   consolidated
         financial  statements  do not  include  any  adjustments  that might be
         necessary if the Company is unable to continue as a going concern.

NOTE 3 - MATERIAL EVENTS

         On February 28, 2004, the Company completed  construction on the Greens
         Cut Tower and recorded it as a fixed asset valued at cost, or $203,432.
         The Company will  depreciate the tower using the  straight-line  method
         over a useful life of 30 years.

         As of March 31,  2004,  the Company owed  $109,644 in  unsecured  notes
         payable to an unrelated party at 9% interest with terms of one year. As
         of March 31,  2004,  the Company  recorded  $6,259 in accrued  interest
         related to these notes.

NOTE 4 - RELATED PARTY TRANSACTIONS


         ACCOUNTS PAYABLE

         As of March 31, 2004, the Company owed a former officer and significant
         stockholder  of the  Company  $50,000  for  accounting  and  management
         services provided during the year ended December 31, 2002.


                                        9
<PAGE>


                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      March 31, 2004 and December 31, 2003

         As of March 31,  2004,  the Company owed the  President  and CEO of the
         Company $900 for expenses paid on behalf of the Company during the year
         ended  December  31, 2002.  The amount is not accruing  interest and is
         payable on demand.

         As of March 31,  2004,  the Company owed the  President  and CEO of the
         Company  and a  significant  stockholder  of the  Company  $22,373  and
         $77,200,  respectively,  for expenses paid on behalf of the Company and
         consulting services provided. The amounts are not accruing interest and
         are payable on demand.

         As of March 31, 2004, the Company owed a related company,  in which its
         CEO is a  significant  shareholder  of the Company,  $692,893 for costs
         expended and services performed related to the four towers constructed.

         NOTES PAYABLE AND INTEREST PAYABLE - RELATED PARTY

         As of March 31, 2004, the Company had a related party note payable with
         an outstanding  balance of $95,150.  This note payable accrues interest
         at 8% per annum,  is unsecured,  and is due on demand.  As of March 31,
         2004 and December 31, 2003,  this note had accrued  interest of $22,132
         and $20,229, respectively.


                                       10
<PAGE>


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

INTRODUCTORY STATEMENTS

      FORWARD-LOOKING STATEMENTS

      Information  included  or  incorporated  by  reference  in this filing may
contain  forward-looking  statements  within the  meaning of Section  27A of the
Securities Act and Section 21E of the Exchange Act. This information may involve
known and unknown  risks,  uncertainties  and other  factors which may cause our
actual results,  performance or achievements to be materially different from the
future  results,  performance  or  achievements  expressed  or  implied  by  any
forward-looking   statements.    Forward-looking   statements,   which   involve
assumptions  and describe our future plans,  strategies  and  expectations,  are
generally  identifiable by use of the words "may," "will,"  "should,"  "expect,"
"anticipate,"  "estimate,"  "believe,"  "intend" or "project" or the negative of
these words or other variations on these words or comparable terminology.

      This 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.  These statements may be found under  "Management's  Discussion
and Analysis of Financial  Condition and Results of Operations"  and "Business."
Actual  events  or  results  may  differ  materially  from  those  discussed  in
forward-looking  statements as a result of various factors,  including,  without
limitation,  the risks outlined  under "Risk  Factors" and matters  described in
this filing generally.  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  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. There can be no assurance that we will
be successful in implementing our business plan.

      We are currently  involved in the  development,  ownership,  marketing and
management of tower facilities for the wireless  telecommunications industry and
deployment and ownership of wireless broadband  networks.  We anticipate leasing
both ground and tower space at our facilities to wireless service  providers for
the installation of their equipment and antennas.


                                       11
<PAGE>


      Although we are currently  developing  standard tower facilities,  we also
anticipate  developing  "capacity  sites"  or sites in areas  where a  carrier's
ability to maintain existing calls are currently  limited.  These capacity sites
are critical to a carrier's quality of service, reduction of dropped call ratios
and the minimization of "churn" or customer initiated  disconnection of wireless
services.  It is  anticipated  that as  carriers  continue  to expand  services,
including  the  increased  sales of  handsets  and the  offering  of  additional
services such as data and video, the needs for the development of capacity sites
should continue to grow.

      We  anticipate   continuing   to  develop   sites   required  by  wireless
telecommunication  service  providers as they expand their  coverage  areas.  In
addition,  we will review opportunities to purchase existing facilities that may
offer  growth  potential.  We also  anticipate  offering  tower  management  and
marketing services to customers who may own tower facilities, but who may prefer
to contract these services to others.

      As of December 31, 2003,  we had completed  construction  of the following
sites:

      OUSLEY TOWER FACILITY

      The Ousley Tower Facility is located in Brooks County, GA. The facility is
located on a leased  parcel of property.  The ground lease has been executed and
the  initial  lease  term is five (5) years with five (5),  five-year  automatic
renewals  (total 30 years)  unless  terminated  by Alliance  Towers prior to the
renewal dates. Rent is Five Hundred Dollars ($500) per month with 10% escalation
beginning on the  anniversary  of every  five-year  term and commences  upon the
start of  construction.  Cingular  Wireless  is the  anchor  tenant.  As per the
executed Letter of Intent, the Carrier Lease Agreement's rent is at One Thousand
Seven Hundred and Fifty Dollars ($1750) per month with 3% escalation yearly. One
years rent to be paid in advance.  The  initial  term is for five (5) years with
five (5), five (5) year automatic renewals (total 30 years) unless terminated by
Cingular  Wireless prior to the renewal dates.  The Carrier Lease  Agreement has
been executed by Cingular.  Rent started upon the completion of  construction of
the facility. The Facility is constructed.

      NORMAN TOWER FACILITY

      The Norman Tower Facility is located in Colquitt County,  GA. The facility
is located on a leased  parcel of property.  The ground lease has been  executed
and the initial lease term is five (5) years with five (5), five-year  automatic
renewals  (total 30 years)  unless  terminated  by Alliance  Towers prior to the
renewal dates. Rent is Five Hundred Dollars ($500) per month with 10% escalation
beginning on the  anniversary  of every  five-year  term and commences  upon the
start of  construction.  Cingular  Wireless  is the  anchor  tenant.  As per the
executed Letter of Intent, the Carrier Lease Agreement's rent is at One Thousand
Seven Hundred and Fifty Dollars ($1750) per month with 3% escalation yearly. One
years rent to be paid in advance.  The  initial  term is for five (5) years with
five (5), five (5) year automatic renewals (total 30 years) unless terminated by
Cingular  Wireless prior to the renewal dates.  The Carrier Lease  Agreement has
been executed by Cingular.  Rent started upon the completion of  construction of
the facility. The Facility is constructed.

      PINEBORO TOWER FACILITY

      The  Pineboro  Tower  Facility  is located  in  Colquitt  County,  GA. The
facility is located on a leased  parcel of  property.  The ground lease has been
executed and the initial  lease term is five (5) years with five (5),  five-year
automatic  renewals (total 30 years) unless  terminated by Alliance Towers prior
to the renewal  dates.  Rent is Five Hundred  Dollars  ($500) per month with 10%
escalation  beginning on the  anniversary of every  five-year term and commences
upon the start of construction.  Cingular  Wireless is the anchor tenant. As per
the executed  Letter of Intent,  the Carrier  Lease  Agreement's  rent is at One
Thousand  Seven Hundred and Fifty  Dollars  ($1750) per month with 3% escalation
yearly.  One years rent to be paid in advance.  The initial term is for five (5)
years with five (5), five (5) year  automatic  renewals  (total 30 years) unless
terminated by Cingular  Wireless prior to the renewal  dates.  The Carrier Lease
Agreement  has been  executed by Cingular.  Rent started upon the  completion of
construction of the facility. The Facility is constructed.

      As of March 31, 2004, we have completed the following site:

      GREENS CUT TOWER FACILITY

      The Greens Cut Tower  Facility  will be located in Burke  County,  GA. The
facility  will be located on a leased  parcel of property.  The ground lease has
been  executed  and the initial  lease term is for five (5) years with five (5),
five-year  automatic  renewals  (total 30 years)  unless  terminated by Alliance
Towers prior to the renewal dates.  Rent is Six Hundred Dollars ($600) per month
with 10% escalation  beginning on the  anniversary  of every  five-year term and
commences upon the start of construction. Verizon Wireless is the anchor tenant.
The Carrier Lease Agreement's rate will be at One Thousand Eight Hundred Dollars


                                       12
<PAGE>


($1800) per month with 3%  escalation  yearly.  The initial term is for five (5)
years with five (5), five (5) year  automatic  renewals  (total 30 years) unless
terminated by Verizon  Wireless  prior to the renewal  dates.  The Carrier Lease
Agreement  is  executed.  Rental  Payments  have been  invoiced to Verizon.  The
facility is constructed.

      As of March 31, 2004, we are developing the below-listed sites:

      SMITH TOWER FACILITY

      The Smith  Tower  Facility  will be located in  Colquitt  County,  GA. The
facility will be located on a leased parcel of property. The ground lease, whose
terms and  conditions  have been  accepted by the  landowner,  is  currently  in
process.  The proposed lease's initial term is for five (5) years with five (5),
five-year  automatic  renewals  (total 30 years)  unless  terminated by Alliance
Towers prior to the renewal  dates.  The proposed rent is Three Hundred  Dollars
($300) per month  with 10%  escalation  beginning  on the  anniversary  of every
five-year term and commences upon the start of construction.  Cingular  Wireless
is the anchor tenant.  As per the executed  Letter of Intent,  the Carrier Lease
Agreement's rent will be at One Thousand Seven Hundred and Fifty Dollars ($1750)
per month with 3% escalation yearly.  One years rent to be paid in advance.  The
initial  term is for five (5)  years  with  five  (5),  five (5) year  automatic
renewals  (total 30 years) unless  terminated by Cingular  Wireless prior to the
renewal  dates.  Rent shall start upon the  completion  of  construction  of the
facility which is currently on hold by Cingular.

      LINE TOWER FACILITY

      The Line Tower Facility will be located in Coweta County, GA. The facility
will be located on a leased  parcel of  property.  The  proposed  ground  lease,
currently  under  negotiations,  has an initial term of five (5) years with five
(5), five-year automatic renewals (total 30 years) unless terminated by Alliance
Towers prior to the renewal dates. Rent is Five Hundred Dollars ($500) per month
with 10% escalation  beginning on the  anniversary  of every  five-year term and
commences  upon the  start of  construction.  Cingular  Wireless  is the  anchor
tenant.  The Letter of Intent for the site has been  submitted  to Cingular  for
signature.  The Carrier  Lease  Agreement's  rate will be at One Thousand  Seven
Hundred and Fifty Dollars ($1750) per month with 3% escalation yearly. One years
rent to be paid in  advance.  The  initial  term is for five (5) years with five
(5), five (5) year  automatic  renewals  (total 30 years)  unless  terminated by
Cingular  Wireless  prior  to the  renewal  dates.  Rent  shall  start  upon the
completion of construction  of the facility which is currently  scheduled in the
3rd quarter of calendar year 2004.

      EAST CRISP TOWER FACILITY

      The East Crisp Tower  Facility  will be located in Crisp  County,  GA. The
facility will be located on a leased parcel of property.  Alliance currently has
an  option  in place  with the  landowner  during a due  diligence  period.  The
proposed  ground  lease,  currently in process,  has an initial term of five (5)
years  with five  (5),  five-year  automatic  renewals  (total 30 years)  unless
terminated by Alliance  Towers prior to the renewal dates.  Rent is Four Hundred
Dollars  ($400) per month with 10%  escalation  beginning on the  anniversary of
every  five-year  term and commences  upon the start of  construction.  Cingular
Wireless  is the anchor  tenant for the  facility.  The Letter of Intent for the
site has been  executed by  Cingular  and a Notice to Proceed has been issued to
Alliance.  The Carrier Lease Agreement's rate will be at Twenty One Thousand Six
Hundred  Dollars  ($21,600)  per year,  payable in advance,  with 3%  escalation
yearly.  The initial term is for ten (10) years with four (4)  subsequent,  five
(5) year  automatic  renewals  (total 30 years)  unless  terminated  by Cingular
Wireless  prior to the renewal  dates.  Rent shall start upon the  completion of
construction of the facility which is currently scheduled in calendar year 2004.

      EMPIRE TOWER FACILITY

      The  Empire  Tower  Facility  will be  located  in Dodge  County,  GA. The
facility will be located on a leased parcel of property.  Alliance currently has
an  option  in place  with the  landowner  during a due  diligence  period.  The
proposed  ground  lease,  currently in process,  has an initial term of five (5)
years  with five  (5),  five-year  automatic  renewals  (total 30 years)  unless
terminated by Alliance  Towers prior to the renewal dates.  Rent is Four Hundred
Dollars  ($400) per month with 10%  escalation  beginning on the  anniversary of
every  five-year  term and commences  upon the start of  construction.  Cingular
Wireless  is the anchor  tenant for the  facility.  The Letter of Intent for the
site has been  executed by  Cingular  and a Notice to Proceed has been issued to
Alliance.  The Carrier Lease Agreement's rate will be at Twenty One Thousand Six
Hundred  Dollars  ($21,600)  per year,  payable in advance,  with 3%  escalation
yearly.  The initial term is for ten (10) years with four (4)  subsequent,  five
(5) year  automatic  renewals  (total 30 years)  unless  terminated  by Cingular
Wireless  prior to the renewal  dates.  Rent shall start upon the  completion of
construction of the facility which is currently scheduled in calendar year 2004.


                                       13
<PAGE>


      GRESSTON TOWER FACILITY

      The  Gresston  Tower  Facility  will be located in Dodge  County,  GA. The
facility will be located on a leased parcel of property.  Alliance currently has
an  option  in place  with the  landowner  during a due  diligence  period.  The
proposed  ground  lease,  currently in process,  has an initial term of five (5)
years  with five  (5),  five-year  automatic  renewals  (total 30 years)  unless
terminated by Alliance  Towers prior to the renewal dates.  Rent is Four Hundred
Dollars  ($400) per month with 10%  escalation  beginning on the  anniversary of
every  five-year  term and commences  upon the start of  construction.  Cingular
Wireless  is the anchor  tenant for the  facility.  The Letter of Intent for the
site has been  executed by  Cingular  and a Notice to Proceed has been issued to
Alliance.  The Carrier Lease Agreement's rate will be at Twenty One Thousand Six
Hundred  Dollars  ($21,600)  per year,  payable in advance,  with 3%  escalation
yearly.  The initial term is for ten (10) years with four (4)  subsequent,  five
(5) year  automatic  renewals  (total 30 years)  unless  terminated  by Cingular
Wireless  prior to the renewal  dates.  Rent shall start upon the  completion of
construction of the facility which is currently scheduled in calendar year 2004.

      MILL CREEK TOWER FACILITY

      The Mill Creek Tower Facility will be located in Wheeler  County,  GA. The
facility will be located on a leased parcel of property.  Alliance currently has
an  option  in place  with the  landowner  during a due  diligence  period.  The
proposed  ground  lease,  currently in process,  has an initial term of five (5)
years  with five  (5),  five-year  automatic  renewals  (total 30 years)  unless
terminated by Alliance  Towers prior to the renewal dates.  Rent is Four Hundred
Dollars  ($400) per month with 10%  escalation  beginning on the  anniversary of
every  five-year  term and commences  upon the start of  construction.  Cingular
Wireless  is the anchor  tenant for the  facility.  The Letter of Intent for the
site has been  executed by  Cingular  and a Notice to Proceed has been issued to
Alliance.  The Carrier Lease Agreement's rate will be at Twenty One Thousand Six
Hundred  Dollars  ($21,600)  per year,  payable in advance,  with 3%  escalation
yearly.  The initial term is for ten (10) years with four (4)  subsequent,  five
(5) year  automatic  renewals  (total 30 years)  unless  terminated  by Cingular
Wireless  prior to the renewal  dates.  Rent shall start upon the  completion of
construction of the facility which is currently scheduled in calendar year 2004.

      NEW RED HILL CHURCH TOWER FACILITY

The New Red Hill  Church  Facility  will be located in Telfair  County,  GA. The
facility will be located on a leased parcel of property.  Alliance currently has
an  option  in place  with the  landowner  during a due  diligence  period.  The
proposed  ground  lease,  currently in process,  has an initial term of five (5)
years  with five  (5),  five-year  automatic  renewals  (total 30 years)  unless
terminated by Alliance  Towers prior to the renewal dates.  Rent is Four Hundred
Dollars  ($400) per month with 10%  escalation  beginning on the  anniversary of
every  five-year  term and commences  upon the start of  construction.  Cingular
Wireless  is the anchor  tenant for the  facility.  The Letter of Intent for the
site has been  executed by  Cingular  and a Notice to Proceed has been issued to
Alliance.  The Carrier Lease Agreement's rate will be on a sliding scale for the
first eighteen (18) months or until such time as a second carrier locates on the
site. The rent will be paid in the following manner,  Cingular shall pay rent at
the rate of Twenty Nine  Thousand Four Hundred  Dollars  ($29,400) for the first
years rent,  Twenty Five Thousand Five Hundred Thirty Dollars  ($25,500) for the
second  years rent and Twenty One  Thousand Six Hundred  Dollars  ($21,600)  the
third  years  rent.  The rents will be paid a year in advance  with the total of
$29,400  due on the  Initial  Commencement  Date,  $25,500  due on the one  year
anniversary  of the  Commencement  Date  and  $21,600  due on  the  second  year
anniversary of the Commencement  Date . All remaining rent payments are one year
in advance and cover the rental period through the yearly anniversary,  at which
time the rent amount  will be adjusted at three  percent per year (3%) above the
amount paid the previous year.  The  adjustment  will be included in the payment
for year starting on each yearly  anniversary of the Commencement Date. Should a
second wireless  carrier  collocate at the facility at any time during the first
eighteen months (18 months), ATI will credit $650 per month or a daily proration
thereof, from the date the second carrier locates at the facility through either
the end of the first  year  term or the end of the 18 month  period  should  the
collocation  occur after payment of the second years rent. Any credited  amounts
due will be deducted from the following  years rental rate.  The initial term of
the  lease  is for ten  (10)  years  with  four  (4)  subsequent,  five (5) year
automatic renewals (total 30 years) unless terminated by Cingular Wireless prior
to the renewal  dates.  Rent shall  start upon the  completion  of  construction
(Commencement  Date) of the facility  which is  currently  scheduled in calendar
year 2004.

      WILSON TOWER FACILITY

      The  Wilson  Tower  Facility  will be located  in Wilcox  County,  GA. The
facility will be located on a leased parcel of property.  Alliance currently has
an  option  in place  with the  landowner  during a due  diligence  period.  The
proposed  ground  lease,  currently in process,  has an initial term of five (5)
years  with five  (5),  five-year  automatic  renewals  (total 30 years)  unless
terminated by Alliance  Towers prior to the renewal dates.  Rent is Five Hundred
Dollars  ($500) per month with 10%  escalation  beginning on the  anniversary of
every  five-year  term and commences  upon the start of  construction.  Cingular
Wireless  is the anchor  tenant for the  facility.  The Letter of Intent for the
site has been  executed by  Cingular  and a Notice to Proceed has been issued to


                                       14
<PAGE>


Alliance.  The Carrier Lease Agreement's rate will be at Twenty One Thousand Six
Hundred  Dollars  ($21,600)  per year,  payable in advance,  with 3%  escalation
yearly.  The initial term is for ten (10) years with four (4)  subsequent,  five
(5) year  automatic  renewals  (total 30 years)  unless  terminated  by Cingular
Wireless  prior to the renewal  dates.  Rent shall start upon the  completion of
construction of the facility which is currently scheduled in calendar year 2004.

      BIG BRANCH TOWER FACILITY

The Big  Branch  Tower  Facility  will be located  in  Wheeler  County,  GA. The
facility will be located on a leased parcel of property.  Alliance currently has
an  option  in place  with the  landowner  during a due  diligence  period.  The
proposed  ground  lease,  currently in process,  has an initial term of five (5)
years  with five  (5),  five-year  automatic  renewals  (total 30 years)  unless
terminated by Alliance  Towers prior to the renewal dates.  Rent is Four Hundred
Dollars  ($400) per month with 10%  escalation  beginning on the  anniversary of
every  five-year  term and commences  upon the start of  construction.  Cingular
Wireless  is the anchor  tenant for the  facility.  The Letter of Intent for the
site has been  executed by  Cingular  and a Notice to Proceed has been issued to
Alliance.  The Carrier Lease Agreement's rate will be on a sliding scale for the
first eighteen (18) months or until such time as a second carrier locates on the
site. The rent will be paid in the following manner,  Cingular shall pay rent at
the rate of Twenty Nine  Thousand Four Hundred  Dollars  ($29,400) for the first
years rent,  Twenty Five Thousand Five Hundred Thirty Dollars  ($25,500) for the
second  years rent and Twenty One  Thousand Six Hundred  Dollars  ($21,600)  the
third  years  rent.  The rents will be paid a year in advance  with the total of
$29,400  due on the  Initial  Commencement  Date,  $25,500  due on the one  year
anniversary  of the  Commencement  Date  and  $21,600  due on  the  second  year
anniversary of the Commencement  Date . All remaining rent payments are one year
in advance and cover the rental period through the yearly anniversary,  at which
time the rent amount  will be adjusted at three  percent per year (3%) above the
amount paid the previous year.  The  adjustment  will be included in the payment
for year starting on each yearly  anniversary of the Commencement Date. Should a
second wireless  carrier  collocate at the facility at any time during the first
eighteen months (18 months), ATI will credit $650 per month or a daily proration
thereof, from the date the second carrier locates at the facility through either
the end of the first  year  term or the end of the 18 month  period  should  the
collocation  occur after payment of the second years rent. Any credited  amounts
due will be deducted from the following  years rental rate.  The initial term of
the  lease  is for ten  (10)  years  with  four  (4)  subsequent,  five (5) year
automatic renewals (total 30 years) unless terminated by Cingular Wireless prior
to the renewal  dates.  Rent shall  start upon the  completion  of  construction
(Commencement  Date) of the facility  which is  currently  scheduled in calendar
year 2004.

      CHAUNCEY TOWER FACILITY

The Chauncey  Tower  Facility will be located in Dodge County,  GA. The facility
will be located on a leased parcel of property. Alliance currently has an option
in place with the landowner during a due diligence  period.  The proposed ground
lease,  currently  in process,  has an initial  term of five (5) years with five
(5), five-year automatic renewals (total 30 years) unless terminated by Alliance
Towers prior to the renewal dates. Rent is Four Hundred Dollars ($400) per month
with 10% escalation  beginning on the  anniversary  of every  five-year term and
commences upon the start of construction. Cingular Wireless is the anchor tenant
for the  facility.  The  Letter  of  Intent  for the site has been  executed  by
Cingular and a Notice to Proceed has been issued to Alliance.  The Carrier Lease
Agreement's  rate will be on a sliding scale for the first  eighteen (18) months
or until such time as a second  carrier  locates  on the site.  The rent will be
paid in the following manner, Cingular shall pay rent at the rate of Twenty Nine
Thousand Four Hundred  Dollars  ($29,400) for the first years rent,  Twenty Five
Thousand  Five Hundred  Thirty  Dollars  ($25,500) for the second years rent and
Twenty One  Thousand Six Hundred  Dollars  ($21,600)  the third years rent.  The
rents  will be paid a year in  advance  with  the  total of  $29,400  due on the
Initial  Commencement  Date,  $25,500  due on the one  year  anniversary  of the
Commencement  Date  and  $21,600  due  on the  second  year  anniversary  of the
Commencement  Date . All  remaining  rent  payments  are one year in advance and
cover the rental period through the yearly  anniversary,  at which time the rent
amount will be adjusted at three percent per year (3%) above the amount paid the
previous year. The adjustment  will be included in the payment for year starting
on each yearly  anniversary of the Commencement  Date.  Should a second wireless
carrier  collocate at the facility at any time during the first eighteen  months
(18 months),  ATI will credit $650 per month or a daily proration thereof,  from
the date the second  carrier  locates at the facility  through either the end of
the first year term or the end of the 18 month  period  should  the  collocation
occur after payment of the second years rent.  Any credited  amounts due will be
deducted from the following  years rental rate. The initial term of the lease is
for ten (10) years with four (4)  subsequent,  five (5) year automatic  renewals
(total 30 years)  unless  terminated by Cingular  Wireless  prior to the renewal
dates. Rent shall start upon the completion of construction  (Commencement Date)
of the facility which is currently scheduled in calendar year 2004.

      DAVIS TOWER FACILITY

The Davis Tower  Facility  will be located in Pulaski  County,  GA. The facility
will be located on a leased parcel of property. Alliance currently has an option
in place with the landowner during a due diligence  period.  The proposed ground
lease,  currently  in process,  has an initial  term of five (5) years with five


                                       15
<PAGE>


(5), five-year automatic renewals (total 30 years) unless terminated by Alliance
Towers prior to the renewal dates. Rent is Four Hundred Dollars ($400) per month
with 10% escalation  beginning on the  anniversary  of every  five-year term and
commences upon the start of construction. Cingular Wireless is the anchor tenant
for the  facility.  The  Letter  of  Intent  for the site has been  executed  by
Cingular and a Notice to Proceed has been issued to Alliance.  The Carrier Lease
Agreement's  rate will be on a sliding scale for the first  eighteen (18) months
or until such time as a second  carrier  locates  on the site.  The rent will be
paid in the following manner, Cingular shall pay rent at the rate of Twenty Nine
Thousand Four Hundred  Dollars  ($29,400) for the first years rent,  Twenty Five
Thousand  Five Hundred  Thirty  Dollars  ($25,500) for the second years rent and
Twenty One  Thousand Six Hundred  Dollars  ($21,600)  the third years rent.  The
rents  will be paid a year in  advance  with  the  total of  $29,400  due on the
Initial  Commencement  Date,  $25,500  due on the one  year  anniversary  of the
Commencement  Date  and  $21,600  due  on the  second  year  anniversary  of the
Commencement  Date . All  remaining  rent  payments  are one year in advance and
cover the rental period through the yearly  anniversary,  at which time the rent
amount will be adjusted at three percent per year (3%) above the amount paid the
previous year. The adjustment  will be included in the payment for year starting
on each yearly  anniversary of the Commencement  Date.  Should a second wireless
carrier  collocate at the facility at any time during the first eighteen  months
(18 months),  ATI will credit $650 per month or a daily proration thereof,  from
the date the second  carrier  locates at the facility  through either the end of
the first year term or the end of the 18 month  period  should  the  collocation
occur after payment of the second years rent.  Any credited  amounts due will be
deducted from the following  years rental rate. The initial term of the lease is
for ten (10) years with four (4)  subsequent,  five (5) year automatic  renewals
(total 30 years)  unless  terminated by Cingular  Wireless  prior to the renewal
dates. Rent shall start upon the completion of construction  (Commencement Date)
of the facility which is currently scheduled in calendar year 2004.

      DODGE HIGH TOWER FACILITY

The Dodge High Tower Facility will be located in Dodge County,  GA. The facility
will be located on a leased parcel of property. Alliance currently has an option
in place with the landowner during a due diligence  period.  The proposed ground
lease,  currently  in process,  has an initial  term of five (5) years with five
(5), five-year automatic renewals (total 30 years) unless terminated by Alliance
Towers prior to the renewal dates. Rent is Four Hundred Dollars ($400) per month
with 10% escalation  beginning on the  anniversary  of every  five-year term and
commences upon the start of construction. Cingular Wireless is the anchor tenant
for the  facility.  The  Letter  of  Intent  for the site has been  executed  by
Cingular and a Notice to Proceed has been issued to Alliance.  The Carrier Lease
Agreement's  rate will be on a sliding scale for the first  eighteen (18) months
or until such time as a second  carrier  locates  on the site.  The rent will be
paid in the following manner, Cingular shall pay rent at the rate of Twenty Nine
Thousand Four Hundred  Dollars  ($29,400) for the first years rent,  Twenty Five
Thousand  Five Hundred  Thirty  Dollars  ($25,500) for the second years rent and
Twenty One  Thousand Six Hundred  Dollars  ($21,600)  the third years rent.  The
rents  will be paid a year in  advance  with  the  total of  $29,400  due on the
Initial  Commencement  Date,  $25,500  due on the one  year  anniversary  of the
Commencement  Date  and  $21,600  due  on the  second  year  anniversary  of the
Commencement  Date . All  remaining  rent  payments  are one year in advance and
cover the rental period through the yearly  anniversary,  at which time the rent
amount will be adjusted at three percent per year (3%) above the amount paid the
previous year. The adjustment  will be included in the payment for year starting
on each yearly  anniversary of the Commencement  Date.  Should a second wireless
carrier  collocate at the facility at any time during the first eighteen  months
(18 months),  ATI will credit $650 per month or a daily proration thereof,  from
the date the second  carrier  locates at the facility  through either the end of
the first year term or the end of the 18 month  period  should  the  collocation
occur after payment of the second years rent.  Any credited  amounts due will be
deducted from the following  years rental rate. The initial term of the lease is
for ten (10) years with four (4)  subsequent,  five (5) year automatic  renewals
(total 30 years)  unless  terminated by Cingular  Wireless  prior to the renewal
dates. Rent shall start upon the completion of construction  (Commencement Date)
of the facility which is currently scheduled in calendar year 2004.

      HUNTINGTON TOWER FACILITY

      The Huntington  Tower  Facility will be located in Sumter County,  GA. The
facility will be located on a leased parcel of property.  Alliance currently has
an  option  in place  with the  landowner  during a due  diligence  period.  The
proposed  ground  lease,  currently in process,  has an initial term of five (5)
years  with five  (5),  five-year  automatic  renewals  (total 30 years)  unless
terminated by Alliance  Towers prior to the renewal dates.  Rent is Four Hundred
Dollars  ($400) per month with 10%  escalation  beginning on the  anniversary of
every  five-year  term and commences  upon the start of  construction.  Cingular
Wireless  is the anchor  tenant for the  facility.  The Letter of Intent for the
site has been  executed by  Cingular  and a Notice to Proceed has been issued to
Alliance.  The Carrier Lease Agreement's rate will be at Twenty One Thousand Six
Hundred  Dollars  ($21,600)  per year,  payable in advance,  with 3%  escalation
yearly.  The initial term is for ten (10) years with four (4)  subsequent,  five
(5) year  automatic  renewals  (total 30 years)  unless  terminated  by Cingular
Wireless  prior to the renewal  dates.  Rent shall start upon the  completion of
construction of the facility which is currently scheduled in calendar year 2004.


                                       16
<PAGE>


      LAMAR TOWER FACILITY

The Lamar Tower Facility will be located in Sumter County, GA. The facility will
be located on a leased parcel of property.  Alliance  currently has an option in
place with the landowner  during a due  diligence  period.  The proposed  ground
lease,  currently  in process,  has an initial  term of five (5) years with five
(5), five-year automatic renewals (total 30 years) unless terminated by Alliance
Towers prior to the renewal dates. Rent is Four Hundred Dollars ($400) per month
with 10% escalation  beginning on the  anniversary  of every  five-year term and
commences upon the start of construction. Cingular Wireless is the anchor tenant
for the  facility.  The  Letter  of  Intent  for the site has been  executed  by
Cingular and a Notice to Proceed has been issued to Alliance.  The Carrier Lease
Agreement's  rate will be on a sliding scale for the first  eighteen (18) months
or until such time as a second  carrier  locates  on the site.  The rent will be
paid in the following manner, Cingular shall pay rent at the rate of Twenty Nine
Thousand Four Hundred  Dollars  ($29,400) for the first years rent,  Twenty Five
Thousand  Five Hundred  Thirty  Dollars  ($25,500) for the second years rent and
Twenty One  Thousand Six Hundred  Dollars  ($21,600)  the third years rent.  The
rents  will be paid a year in  advance  with  the  total of  $29,400  due on the
Initial  Commencement  Date,  $25,500  due on the one  year  anniversary  of the
Commencement  Date  and  $21,600  due  on the  second  year  anniversary  of the
Commencement  Date . All  remaining  rent  payments  are one year in advance and
cover the rental period through the yearly  anniversary,  at which time the rent
amount will be adjusted at three percent per year (3%) above the amount paid the
previous year. The adjustment  will be included in the payment for year starting
on each yearly  anniversary of the Commencement  Date.  Should a second wireless
carrier  collocate at the facility at any time during the first eighteen  months
(18 months),  ATI will credit $650 per month or a daily proration thereof,  from
the date the second  carrier  locates at the facility  through either the end of
the first year term or the end of the 18 month  period  should  the  collocation
occur after payment of the second years rent.  Any credited  amounts due will be
deducted from the following  years rental rate. The initial term of the lease is
for ten (10) years with four (4)  subsequent,  five (5) year automatic  renewals
(total 30 years)  unless  terminated by Cingular  Wireless  prior to the renewal
dates. Rent shall start upon the completion of construction  (Commencement Date)
of the facility which is currently scheduled in calendar year 2004.

      MILAN TOWER FACILITY

      The Milan Tower Facility will be located in Dodge County, GA. The facility
will be located on a leased parcel of property. Alliance currently has an option
in place with the landowner during a due diligence  period.  The proposed ground
lease,  currently  in process,  has an initial  term of five (5) years with five
(5), five-year automatic renewals (total 30 years) unless terminated by Alliance
Towers prior to the renewal dates. Rent is Four Hundred Dollars ($400) per month
with 10% escalation  beginning on the  anniversary  of every  five-year term and
commences upon the start of construction. Cingular Wireless is the anchor tenant
for the  facility.  The  Letter  of  Intent  for the site has been  executed  by
Cingular and a Notice to Proceed has been issued to Alliance.  The Carrier Lease
Agreement's  rate will be at Twenty One Thousand Six Hundred  Dollars  ($21,600)
per year, payable in advance, with 3% escalation yearly. The initial term is for
ten (10) years with four (4) subsequent, five (5) year automatic renewals (total
30 years) unless  terminated by Cingular  Wireless  prior to the renewal  dates.
Rent shall start upon the  completion of  construction  of the facility which is
currently scheduled in calendar year 2004.

      SASSER TOWER FACILITY

      The Sasser  Tower  Facility  will be located  in Terrell  County,  GA. The
facility  will be located on a leased  parcel of property.  The ground lease has
been  executed  and the initial  lease term is for five (5) years with five (5),
five-year  automatic  renewals  (total 30 years)  unless  terminated by Alliance
Towers prior to the renewal dates.  Rent is Six Hundred Dollars ($600) per month
with 10% escalation  beginning on the  anniversary  of every  five-year term and
commences upon the start of construction. Verizon Wireless is the anchor tenant.
The Carrier Lease Agreement's rate will be at One Thousand Eight Hundred Dollars
($1800) per month with 3%  escalation  yearly.  The initial term is for five (5)
years with five (5), five (5) year  automatic  renewals  (total 30 years) unless
terminated by Verizon  Wireless  prior to the renewal  dates.  The Carrier Lease
Agreement  is  currently in process at Verizon  awaiting  signature.  Rent shall
start upon the issuance of a building  permit for  construction  of the facility
which is currently scheduled in the 2nd quarter of calendar year 2004 .

      GEORGETOWN TOWER FACILITY

      The Georgetown  Tower Facility will be located in Georgetown  County,  SC.
The Facility will be located on a leased parcel of property  owned by Georgetown
County. The ground lease has been approved and the initial lease term is for ten
(10) years with nine (9), five (5) year terms (total 55 years) unless terminated
by  Alliance  Towers  prior to the renewal  dates.  Rent is $10 per year with no
escalation.  Georgetown  County's Department of Emergency Services is the anchor
tenant.  The  Department's  Lease  Agreement  rate will be Seven  Hundred  Fifty
Dollars  ($750) per month with 2% escalation  per year.  The initial term is for
ten (10) years with four (4), five (5) year  automatic  renewals (30 year total)
unless terminated by the County prior to the renewal period.  The County's Lease


                                       17
<PAGE>


Agreement is approved.  Rent shall start upon the completion of  construction of
the facility  which is currently  scheduled in the 2nd quarter of calendar  year
2004.

      The tower  facilities  currently in development are guyed tower facilities
with tower structures ranging between two hundred sixty feet (260 ft.) and three
hundred sixty feet (360 ft.) in height.  Both the compound  areas and towers are
designed to  accommodate 4 to 5 wireless  carries.  The only  exceptions to this
criteria is the  Georgetown  Facility,  that is  designed  for 4 carries and the
Georgetown County Emergency  Service's equipment and the Line Facility that will
have a 195  ft.  monopole  structure  designed  to  accommodate  three  wireless
carries.

      OMEGA TOWER FACILITY

      The Omega Tower  Facility  was  cancelled  by  Alliance/Cingular  due to a
re-engineering of the network requirements in that given area.

      SITES IN SITE ACQUISITION AND LEASING PROCESS

      Alliance  Towers is currently in the site  acquisition and leasing process
on twelve  additional  sites in Georgia.  The sites are based upon the projected
requirements for locations by Verizon,  Cingular and other wireless carriers for
the proposed 2004 network  expansions.  Alliance Towers  currently has one lease
option  completed in Randolph  County and one lease in  negotiations  in Webster
County.  Preliminary  scouting and zoning reports have been prepared on all site
area locations.

      We also  anticipate  offering tower  management and marketing  services to
customers  who may own tower  facilities,  but who may prefer to contract  these
services to others.

RECENT ACCOUNTING PRONOUNCEMENTS

      o     SFAS No. 149,  Amendment of Statement 133 on Derivative  Instruments
            and Hedging Activities;

      o     SFAS No. 150,  Accounting  for Certain  Financial  Instruments  with
            Characteristics of Both Liabilities and Equity;

      o     FASB  Interpretation No. 45,  Guarantor's  Accounting and Disclosure
            Requirements  for  Guarantees,   Including  Indirect  Guarantees  of
            Indebtedness of Others - an Interpretation of FASB Statements No. 5,
            57 and 107;

      o     FASB  Interpretation  No. 46,  Consolidation  of  Variable  Interest
            Entities.

      o     EITF Issues No. 00-21,  01-8, 02-3, 02-9, 02-17,  02-18, 03-1, 03-5,
            03-7, 03-10 and 02-16.


RESULTS OF OPERATIONS  FOR THE THREE MONTHS ENDED MARCH 31, 2004, AS COMPARED TO
THE THREE MONTH ENDED MARCH 31, 2003

      REVENUES.  For the three months  ended March 31, 2004,  we had revenues of
$21,840,  as compared to  revenues  of $0 for the three  months  ended March 31,
2003.  This increase is  attributable  to lease proceeds we received on recently
completed tower facilities.  Our Company currently has four communication towers
operating with one carrier on each tower.

      OPERATING  EXPENSES.  For the three months  ended March 31,  2004,  we had
operating  expenses of $81,854,  compared to 43,021 for the three  months  ended
March 31,  2003,  an increase of $38,833 or 90.3%.  This  increase is  primarily
attributable to increased  payroll  expenses,  professional  fees and consulting
expenses that were incurred as a result of our  development of tower  facilities
for the  wireless  communications  industry,  as well as the increase in cost of
operating the communication  towers together with depreciation expense which was
not incurred in the three months ended March 31, 2003.

      NET INCOME  (LOSS).  For the three months ended March 31 2004 we had a net
loss of $64,475,  compared to $44,979 for the three months ended March 31, 2003,
an increase of $19,496 or 43.3%. This increase is primarily  attributable to the
increased  operating expenses that we incurred as a result of our development of
tower facilities for the wireless communications industry.


                                       18
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

      As of March 31,  2004,  we had $8,777  cash-on-hand  compared  to $0 as of
March 31, 2003. As of March 31, 2004, our total current  liabilities  exceed our
current assets by $1,306,173.

WORKING CAPITAL

      We had a net working  capital  deficit of $1,306,173 at March 31, 2004, as
compared to a net working  capital  deficit of  $222,389 at March 31,  2003,  an
increase of $1,083,784 or 487.3%.  The increase in working capital deficit was a
result of the completion of four  communication  towers and accumulated  payroll
and other expenses through March 31, 2004.

CASH FLOW FROM OPERATING ACTIVITIES

      Net cash provided by operating  activities for the three months ended Mach
31, 2004 and 2003 was $75,495 and $0 respectively.  The increase is attributable
to our  increased  business  activity  after  entering the  communication  tower
industry  subsequent  to the share  exchange  transaction  in February 2003 with
Alliance Towers, Inc.

CASH FLOW FROM INVESTING ACTIVITIES

      Net cash used by investing activities for the three months ended March 31,
2004 was $212,682 as compared to $0 for the same period in 2003. The increase is
attributable  to the  construction  of four tower sites which are  currently  in
accounts payable.

CASH FLOW FROM FINANCING ACTIVITIES

      Net cash provided by financing activities for the three months ended March
31, 2004 was  $145,931 as  compared to $0 for the three  months  ended March 31,
2003.  The  increase is  attributable  to the issuance of a note payable and the
accumulation  of accounts  payable which  assisted us in the  completion of four
communication towers.

      We will need to raise additional  capital to fund our 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.

      On  December  12,  2003,  we entered  into a Standby  Equity  Distribution
Agreement  with Cornell  Capital  Partners,  LP.  Pursuant to the Standby Equity
Distribution Agreement,  we may, at our discretion,  periodically issue and sell
to Cornell Capital Partners shares of common stock for a total purchase price of
$10.0  million.  The amount of each advance is subject to an  aggregate  maximum
advance amount of $450,000 in any thirty-day period,  provided that each advance
may not exceed  $150,000.  Cornell Capital  Partners will purchase shares of our
common  stock for a 1%  discount  to the lowest  closing bid price of our common
stock for the 5 days immediately following the notice date. In addition, Cornell
Capital  Partners  will  retain  4% of each  advance  under the  Standby  Equity
Distribution  Agreement  and  receive a  one-time  commitment  fee of  $490,000,
payable by the issuance of a convertible  debenture.  Cornell  Capital  Partners
intends to sell any  shares  purchased  under the  Standby  Equity  Distribution
Agreement at the then prevailing market price.

      CHANGES  IN  NUMBER  OF  EMPLOYEES.  Our  Company  currently  has  two (2)
employees,  Robert Sandburg, our Chief Executive Officer, and Michael Delin, our
Chief Financial 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 develop additional sites and/or broadband areas.

GOING CONCERN OPINION

      Our independent auditors have added an explanatory paragraph in connection
with the March 31, 2004 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.


                                       19
<PAGE>


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 A LIMITED OPERATING HISTORY FROM WHICH TO EVALUATE OUR BUSINESS

      We have had a limited operating history since our inception on December 3,
2002. In addition,  we have limited assets and financial  resources.  Due to our
limited  operations  and revenue,  we expect to incur  operating  losses for the
foreseeable future. Due to our limited 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
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

      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.

WE ARE SUBJECT TO A WORKING CAPITAL DEFICIT, WHICH MEANS THAT OUR CURRENT ASSETS
ON MARCH 31, 2004 WERE NOT SUFFICIENT TO SATISFY OUR CURRENT LIABILITIES

      We had a working  capital  deficit of $1,306,173 at March 31, 2004,  which
means that our current  liabilities  as of that date exceeded our current assets
on March 31, 2004 by $1,306,173.  Current assets are assets that are expected to
be converted to cash within one year and, therefore,  may be used to pay current
liabilities  as they become  due.  Our working  capital  deficit  means that our
current  assets on March 31,  2004 were not  sufficient  to  satisfy  all of our
current  liabilities  on that date.  If our ongoing  operations  do not begin to
provide  sufficient  profitability  to offset the working capital deficit we may
have to raise capital or debt to fund the deficit or cease operations.

OUR COMMON  STOCK MAY BE AFFECTED BY LIMITED  TRADING  VOLUME AND MAY  FLUCTUATE
SIGNIFICANTLY

      There has been a limited  public market for our common stock and there can
be no  assurance  that a more active  trading  market for our common  stock will
develop.  Currently, our common stock is traded on the "Pink Sheets." An absence
of an active trading market could adversely affect our shareholders'  ability to
sell our common  stock in short time  periods,  or possibly  at all.  Our common
stock has  experienced,  and is likely to experience in the future,  significant
price and volume fluctuations,  which could adversely affect the market price of
our common stock without regard to our operating  performance.  In addition,  we
believe that factors such as quarterly fluctuations in our financial results and
changes in the overall economy or the condition of


                                       20
<PAGE>


the  financial  markets  could cause the price of our common  stock to fluctuate
substantially.  These  fluctuations  may also cause  short  sellers to enter the
market  from time to time in the  belief  that  Alliance  Towers  will have poor
results in the future. We cannot predict the actions of market participants and,
therefore,  can offer no assurances that the market for our stock will be stable
or appreciate over time.

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 Tower, 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.

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;


                                       21
<PAGE>


      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 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.

ITEM 3. CONTROLS AND PROCEDURES

(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

      As of the end of the period  covered by this report,  the Company  carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's  Principal  Executive Officer and Principal  Financial Officer, of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures. The Company's disclosure controls and procedures are designed to
provide a reasonable  level of assurance of achieving the  Company's  disclosure
control  objectives.  The Company's  Principal  Executive  Officer and Principal
Accounting  Officer have  concluded that the Company's  disclosure  controls and
procedures are, in fact,  effective at this reasonable assurance level as of the
of period covered.

(B) CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

      In  connection  with the  evaluation of the  Company's  internal  controls
during the Company's  last fiscal  quarter,  the Company's  Principal  Executive
Officer  and  Principal  Financial  Officer  have  determined  that there are no
changes to the Company's  internal  controls over  financial  reporting that has
materially affected, or is reasonably likely to materially effect, the Company's
internal controls over financial reporting.


                                       22
<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) None.

         (b) None.

         (c) None

         (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.


                                       23
<PAGE>


 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)   EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NO.            DESCRIPTION                                                      LOCATION
--------       -----------                                                      --------
<S>             <C>                                                             <C>
   2.01        Stock Purchase  Agreement dated as of January 27, 2000 among     Incorporated  by  reference to Exhibit 2.01 to our
               our company,  Lido Capital Corporation,  Eric P. Littman and     company's  Registration  Statement  on Form  10-SB
               Dennis Sturm                                                     filed with the Securities and Exchange  Commission
                                                                                on February 24, 2000

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

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

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

   3.01        Articles  of  Incorporation  filed on July 10, 1997 with the     Incorporated  by  reference to Exhibit 3.01 to our
               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 Incorporation               Incorporated  by  reference to Exhibit 3.02 to our
                                                                                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

   10.1        Standby Equity  Distribution  Agreement,  dated December 19,     Incorporated  by  reference to Exhibit 10.1 to our
               203 by and  between  Alliance  Towers  and  Cornell  Capital     Company's  registration  statement  on  Form  SB-2
               Partner, LLC                                                     filed with the Securities and Exchange  Commission
                                                                                on December 23, 2003

   10.2        Registration  Rights  Agreement,  dated December 19, 2003 by     Incorporated  by  reference to Exhibit 10.2 to our
               and between Alliance Towers and Cornell Capital Partner, LLC     Company's  registration  statement  on  Form  SB-2
                                                                                filed with the Securities and Exchange  Commission
                                                                                on December 23, 2003

   10.3        Escrow  Agreement,  dated  December  19, 2003 by and between     Incorporated  by  reference to Exhibit 10.3 to our
               Alliance Towers and Cornell Capital Partner, LLC                 Company's  registration  statement  on  Form  SB-2
                                                                                filed with the Securities and Exchange  Commission
                                                                                on December 23, 2003
</TABLE>


                                       24

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NO.            DESCRIPTION                                                      LOCATION
--------       -----------                                                      --------
<S>             <C>                                                             <C>

   10.4        Placement  Agent  Agreement,  dated December 19, 2003 by and     Incorporated  by  reference to Exhibit 10.4 to our
               between Alliance Towers and Cornell Capital Partner, LLC         Company's  registration  statement  on  Form  SB-2
                                                                                filed with the Securities and Exchange  Commission
                                                                                on December 23, 2003

   10.5        Compensation Debenture, dated December 19, 2003                  Incorporated  by  reference to Exhibit 10.5 to our
                                                                                Company's  registration  statement  on  Form  SB-2
                                                                                filed with the Securities and Exchange  Commission
                                                                                on December 23, 2003

   31.1        Officer's Certificate Pursuant to Section 302                    Provided herewith


   31.2        Officer's Certificate Pursuant to Section 302                    Provided herewith


   32.1        Certification  Pursuant to 18 U.S.C. Section 1350 as Adopted     Provided herewith
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


   32.2        Certification  Pursuant to 18 U.S.C. Section 1350 as Adopted     Provided herewith
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


(b)      REPORTS ON FORM 8-K.

No reports on Form 8-K were filed during the quarterly period ended March 31,
2004.
</TABLE>


                                       25
<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: May 14, 2004                     ALLIANCE TOWERS, INC.

                                       By: /s/ Robert Sandburg
                                          --------------------------------------
                                          Robert Sandburg
                                          Chief Executive Officer, President and
                                          Chairman of the Board of Directors


                                       By: /s/ Michael Delin
                                          --------------------------------------
                                          Michael Delin
                                          Chief Financial Officer and Principal
                                          Accounting Officer


                                       26