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 June 30, 2003

[ ]  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) 914-4638
                                 --------------
                (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 [X]

     There were 1,135,672,000 shares of Common Stock outstanding as of October
8, 2003.

<PAGE>

                                     PART I

                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

<PAGE>

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

                              FINANCIAL STATEMENTS

                       JUNE 30, 2003 AND DECEMBER 31, 2002

<PAGE>
<TABLE>
<CAPTION>
                                     ALLIANCE TOWERS, INC.
                                (Formerly USWEBAUCTIONS, INC.)
                                 (A Development Stage Company)
                                        Balance Sheets


                                            ASSETS
                                            ------
                                                                  June 30,      December 31,
                                                                    2003            2002
                                                               --------------  --------------
                                                                (Unaudited)
<S>                                                            <C>             <C>
CURRENT ASSETS

  Cash                                                         $           93  $            -
  Deposits                                                             34,500               -
                                                               --------------  --------------

    Total Current Assets                                               34,593               -
                                                               --------------  --------------

LONG-TERM ASSETS

  Note receivable                                                      10,400               -
                                                               --------------  --------------

    Total Long-Term Assets                                             10,400               -
                                                               --------------  --------------

    TOTAL ASSETS                                               $       44,993  $            -
                                                               ==============  ==============

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

CURRENT LIABILITIES

  Accounts payable                                             $       26,190  $        3,550
  Accounts payable - related party                                     86,620               -
  Deferred compensation                                                51,750               -
  Note payable                                                         59,900               -
  Note payable - related party                                         95,150               -
  Interest payable                                                        852               -
  Interest payable - related party                                     16,423               -
                                                               --------------  --------------

    Total Current Liabilities                                         336,885           3,550
                                                               --------------  --------------

STOCKHOLDERS' EQUITY (DEFICIT)

  Preferred stock authorized: 10,000,000 preferred
   shares at $0.001 par value; -0- shares issued and
   outstanding                                                              -               -
  Common stock authorized: 5,000,000,000 common shares
   at $0.001 par value; 1,135,672,000 and 1,036,000,000
   shares issued and outstanding, respectively                      1,135,672       1,036,000
  Additional paid-in capital (deficit)                             (1,302,722)     (1,029,190)
  Deficit accumulated during the development stage                   (124,842)        (10,360)
                                                               --------------  --------------

    Total Stockholders' Equity (Deficit)                             (291,892)         (3,550)
                                                               --------------  --------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)                                                $       44,993  $            -
                                                               ==============  ==============


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

                                              2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                     ALLIANCE TOWERS, INC.
                                (Formerly USWEBAUCTIONS, INC.)
                                 (A Development Stage Company)
                                   Statements of Operations
                                          (Unaudited)

                                                                                  From
                                                   For the        For the      Inception on
                                                Three Months    Six Months      December 3,
                                                    Ended         Ended        2002 Through
                                                  June 30,       June 30,        June 30,
                                                    2003           2003            2003
                                              ---------------  --------------  --------------

<S>                                           <C>              <C>             <C>
REVENUES                                      $             -  $            -  $            -
                                              ---------------  --------------  --------------

OPERATING EXPENSES

  Professional fees                                    17,135          17,335          20,885
  Consulting expenses                                  17,500          27,500          34,310
  Payroll expenses                                     26,775          51,750          51,750
  General and administrative                            5,338          13,184          13,184
                                              ---------------  --------------  --------------

    Total Operating Expenses                           66,748         109,769         120,129
                                              ---------------  --------------  --------------

LOSS FROM OPERATIONS                                  (66,748)       (109,769)       (120,129)
                                              ---------------  --------------  --------------

OTHER EXPENSES

  Interest expense                                     (2,755)         (4,713)         (4,713)
                                              ---------------  --------------  --------------

    Total Other Expenses                               (2,755)         (4,713)         (4,713)
                                              ---------------  --------------  --------------

NET LOSS                                      $       (69,503) $     (114,482) $     (124,842)
                                              ===============  ==============  ==============

BASIC LOSS PER SHARE                          $         (0.00) $        (0.00)
                                              ===============  ==============

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                             1,135,672,000   1,111,442,343
                                              ===============  ==============

Note: The comparative  income  statements for the three and six months ended June 30, 2002 are
not presented because the inception date is December 3, 2002.


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

                                               3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                    ALLIANCE TOWERS, INC.
                                (Formerly USWEBAUCTIONS, INC.)
                                (A Development Stage Company)
                   Statements of Stockholders' Equity (Deficit)
                   From Inception on December 3, 2002 Through June 30, 2003


                                                                                   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
 (unaudited)                                    -             -          3,550             -

February 13, 2002, recapitalization
 (unaudited)                           99,672,000        99,672       (277,082)            -

Net loss for the six months ended
 June 30, 2003 (unaudited)                      -             -              -      (114,482)
                                    -------------  ------------  -------------  ------------

Balance, June 30, 2003 (unaudited)  1,135,672,000  $  1,135,672  $  (1,302,722) $   (124,842)
                                    =============  ============  =============  ============


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

                                              4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                     ALLIANCE TOWERS, INC.
                                (Formerly USWEBAUCTIONS, INC.)
                                 (A Development Stage Company)
                                   Statements of Cash Flows
                                          (Unaudited)

                                                                                    From
                                                                  For the        Inception on
                                                                 Six Months       December 3,
                                                                   Ended         2002 Through
                                                                  June 30,         June 30,
                                                                    2003             2003
                                                               --------------  --------------
<S>                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                                     $     (114,482) $     (124,842)
Adjustments to reconcile net loss to net cash used by
 operating activities:
  Issuance of common stock for consulting fees                              -           6,810
Changes in operating assets and liabilities:
    (Increase) in deposits                                            (34,500)        (34,500)
    (Increase) in note receivable                                     (10,400)        (10,400)
    Increase in accounts payable and accounts payable
      - related party                                                  43,167          46,717
    Increase in accrued expenses                                            -               -
    Increase in deferred compensation                                  51,750          51,750
    Increase in interest payable and interest payable
     - related party                                                    4,658           4,658
                                                               --------------  --------------

      Net Cash (Used) by Operating Activities                         (59,807)        (59,807)
                                                               --------------  --------------

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

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from note payable                                           59,900          59,900
                                                               --------------  --------------

    Net Cash Provided by Financing Activities                          59,900          59,900
                                                               --------------  --------------

NET INCREASE (DECREASE) IN CASH                                            93              93

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

CASH AT END OF PERIOD                                          $           93  $           93
                                                               ==============  ==============


Note:   The comparative  statement of cash flows for the six months ended June 30, 2002 is not
        presented because the inception date is December 3, 2002.


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

                                               5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                     ALLIANCE TOWERS, INC.
                                (Formerly USWEBAUCTIONS, INC.)
                                 (A Development Stage Company)
                             Statements of Cash Flows (Continued)
                                          (Unaudited)

                                                                                    From
                                                                   For the      Inception on
                                                                 Six Months      December 3,
                                                                   Ended        2002 Through
                                                                  June 30,         June 30,
                                                                    2003            2003
                                                               --------------  --------------
<S>                                                            <C>             <C>
SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAYMENTS 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


Note:   The comparative  statement of cash flows for the six months ended June 30, 2002 is not
        presented because the inception date is December 3, 2002.


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

                                              6
</TABLE>
<PAGE>

                              ALLIANCE TOWERS, INC.
                         (Formerly USWEBAUCTIONS, INC.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                       June 30, 2003 and December 31, 2002



NOTE 1 -  BASIS OF FINANCIAL STATEMENT PRESENTATION

          The accompanying  unaudited financial statements have been prepared by
          the Company  pursuant to the rules and  regulations  of the Securities
          and Exchange Commission.  Certain information and footnote disclosures
          normally included in financial  statements prepared in accordance with
          accounting  principles generally accepted in the United States America
          have been  condensed  or  omitted  in  accordance  with such rules and
          regulations.  The  information  furnished  in  the  interim  financial
          statements  include  normal  recurring  adjustments  and  reflects all
          adjustments,  which, in the opinion of management, are necessary for a
          fair presentation of such financial  statements.  Although  management
          believes the  disclosures  and  information  presented are adequate to
          make the  information  not  misleading,  it is  suggested  that  these
          interim financial statements be read in conjunction with the Company's
          most recent audited financial statements and notes thereto included in
          its December 31, 2002 Annual Report on Form 10-KSB.  Operating results
          for the six months ended June 30, 2003 are not necessarily  indicative
          of the results that may be expected  for the year ending  December 31,
          2003.

NOTE 2 -  GOING CONCERN

          The  Company's  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   financial
          statements do not include any  adjustments  that might be necessary if
          the Company is unable to continue as a going concern.

                                       7
<PAGE>

                              ALLIANCE TOWERS, INC.
                         (Formerly USWEBAUCTIONS, INC.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                       June 30, 2003 and December 31, 2002



NOTE 3 -  MATERIAL EVENTS

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

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

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

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

          During the  quarter  ended June 30,  2003,  the Company  entered  into
          several  notes payable  totaling  $59,900 at 9% interest with terms of
          one year.

          During the quarter ended June 30, 2003, the Company  entered into five
          letters of intent for the  Company to lease  ground and tower space to
          lessees  for  installation  of  equipment  and  antennas  at its tower
          facilities  for an  initial  lease  term of 5-years  with five  5-year
          extensions. Rent will be $1,750 monthly with 3% escalation yearly. One
          years rent will be required in advance.  Rent will  commence  upon the
          completion of construction of the tower facilities.

          As of June 30, 2003, the Company  recorded site  acquisition  deposits
          totaling $34,500 relating to the tower facilities.

          During the quarter ended June 30, 2003,  the Company  entered into two
          lease  agreements for the Company to lease ground for an initial lease
          term of 5 years with five 5 year extensions. Rent of $500 will be paid
          monthly with 10%  escalation  beginning on the  anniversary of every 5
          year term.  Rent will commence upon the start of  construction  of the
          tower facilities.

          During  June 2003,  the  Company  entered  into an  agreement  to loan
          $100,000 to a broadband  service  provider at 8.25% interest  annually
          with 24 equal monthly  payments of $4,534 plus 5% of gross revenues of
          the broadband  services in  conjunction  with and starting at the same
          time as the  beginning  of the payments  and  continuing  for 5 years.
          Payments will begin six months after launching of service.  As of June
          30, 2003, the total amount loaned to the broadband service provider is
          $10,400.

                                       8
<PAGE>

                              ALLIANCE TOWERS, INC.
                         (Formerly USWEBAUCTIONS, INC.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                       June 30, 2003 and December 31, 2002



NOTE 4 -  RELATED PARTY TRANSACTIONS

          Accounts Payable
          ----------------

          As of June 30, 2003, 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.

          As of June 30,  2003,  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 June 30,  2003,  the Company owed the  president  and CEO of the
          Company  and a  significant  stockholder  of the  Company  $8,220  and
          $27,500 for  expenses  paid on behalf of the  Company  and  consulting
          services  provided during the quarter,  respectively.  The amounts are
          not accruing interest and are payable on demand.

          Notes Payable and Interest Payable - Related Party
          --------------------------------------------------

          As of June 30, 2003, 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 June 30,
          2003 and December 31, 2002, this note had accrued  interest of $16,423
          and $12,617, respectively.

NOTE 5 -  SUBSEQUENT EVENTS

          Subsequent  to the quarter  ended June 30, 2003,  the Company  entered
          into one  letter of intent for the  Company to lease  ground and tower
          space to lessee for  installation  of  equipment  and  antennas at its
          tower  facility for an initial  lease term of 5 years with five 5-year
          extensions. Rent will be $1,750 monthly with 3% escalation yearly. One
          years rent will be required in advance.  Rent will  commence  upon the
          completion of construction of the tower facility.

          Subsequent  to the quarter  ended June 30, 2003,  the Company  entered
          into three lease  agreements  for the  Company to lease  ground for an
          initial  lease  term of 5 years with five 5 year  extensions.  Rent of
          $500-$600  will be paid monthly with 10%  escalation  beginning on the
          anniversary of every 5 year term. Rent will commence upon the start of
          construction of the tower facilities.

                                       9
<PAGE>

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

INTRODUCTORY STATEMENTS

     Forward-Looking  Statements  and  Associated  Risks.  This filing  contains
forward-looking statements,  including statements regarding, among other things,
(a) our Company's projected sales and profitability,  (b) our Company's business
plan and growth strategies, (c) our Company's future financing plans and (d) our
Company's anticipated needs for working capital. In addition,  when used in this
filing,  the words "BELIEVES,"  "ANTICIPATES,"  "INTENDS," "IN ANTICIPATION OF,"
"EXPECTS,"   and  similar   words  are  intended  to  identify   forward-looking
statements.  These forward-looking statements are based largely on our Company's
expectations  and are  subject to a number of risks and  uncertainties,  many of
which are beyond our Company's  control.  Actual results could differ materially
from these  forward-looking  statements  as a result of changes in trends in the
economy  and  any  industry  in  which  the  Company  enters,  competition,  the
availability  of  financing  and  other  factors.  In light of these  risks  and
uncertainties,  there can be no assurance  that the  forward-looking  statements
contained in this filing will in fact occur.

OVERVIEW

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

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

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

     We have been in the  development  stage since inception and have undertaken
limited business operations to date. We have $93 cash on-hand and deposits in an
amount  equal to $34,900.  We currently do not have a source of revenue to cover
operating  costs to allow us to continue as a going  concern.  Accordingly,  our
independent  accountants  have  included  in our  financial  statements  a going
concern  qualification  footnote.  There  can be no  assurance  that  we will be
successful in implementing our business plan.

     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.  Currently all of the
tower facilities we are developing are located in Georgia. We anticipate leasing
both ground and tower space at our facilities to wireless service  providers for
the installation of their equipment and antennas.

     Although  we  anticipate  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

                                       10
<PAGE>

services such as data and video, the needs for the development of capacity sites
should continue to grow.

     We  anticipate  developing  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.

     Currently, we are developing the below listed sites.

     OUSLEY TOWER FACILITY
     ---------------------

     The  Ousley  Tower  Facility  will be  located  in Brooks  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 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
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.  The
Carrier Lease Agreement has been executed by Cingular. Rent shall start upon the
completion of construction  of the facility which is currently  scheduled in the
4th quarter of calendar year 2003.

     NORMAN TOWER FACILITY
     ---------------------

     The Norman  Tower  Facility  will be located in  Colquitt  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 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
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.  The
Carrier Lease Agreement has been executed by Cingular. Rent shall start upon the
completion of construction  of the facility which is currently  scheduled in the
4th quarter of calendar year 2003.

     PINEBORO TOWER FACILITY
     -----------------------

     The Pineboro  Tower  Facility will be located in Colquitt  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 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
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.  The
Carrier Lease Agreement has been executed by Cingular. Rent shall start upon the
completion of construction  of the facility which is currently  scheduled in the
1st quarter of calendar year 2004.

     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 scheduled in the 1st quarter of calendar year 2004.

                                       11
<PAGE>

     OMEGA TOWER FACILITY
     --------------------

     The Omega Tower  Facility will be located in Tift County,  GA. The facility
will be located on a leased  parcel of  property.  The  proposed  ground  lease,
currently  under  negotiation,  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. As per the executed Letter of Intent, 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 1st quarter of calendar year 2004.

     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
2nd quarter of 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 4th quarter of calendar year 2003.

     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
($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 4th quarter of calendar year 2003.

     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
Agreement is approved.  Rent shall start upon the completion of  construction of
the facility  which is currently  scheduled in the 4th quarter of calendar  year
2003.

                                       12
<PAGE>

     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  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.

     BALANCE  SHEET.  At June 30,  2003,  we had total  assets of  approximately
$34,593 and had current liabilities of approximately $336,885.

     INCOME  STATEMENT.  We have not had any revenue since  inception.  Our main
operating  expenses  consist of payroll  expenses,  consulting  expenses and the
costs of complying  with the reporting  requirements  of the  Securities  Act of
1933,  including  legal and  accounting  fees. For the six months ended June 30,
2003, we recorded $109,769 in total operating expenses, consisting of $51,750 in
payroll  expenses,  $17,335 in  consulting  expenses,  $13,184  in  general  and
administrative  expenses and $17,335 in  professional  fees.  For the six months
ended June 30, 2003, our net loss was $114,482.

PLAN OF OPERATION

     CASH  REQUIREMENTS.  Our cash  requirements  consist  primarily of employee
salaries,  rent, professional fees and related expenses. As of June 30, 2003, we
had $93 cash-on-hand.  Since inception, our cash requirements have been met by a
combination of loans from  management and the sale of common stock.

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

     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 June 30, 2003 financial  statements  which states that our Company does
not have  significant cash or other material assets to cover our operating costs
and to allow us to continue as a going concern. Our ability to obtain additional
funding will determine our ability to continue as a going concern. Our financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

CERTAIN BUSINESS RISK FACTORS

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


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

     We have had no  operating  history or  revenue  from  operations  since our
inception on December 3, 2002. In addition, we have limited assets and financial
resources.  Due to our  lack of  operations  and  revenue,  we  expect  to incur
operating  losses for the  foreseeable  future.  Due to our lack of  operations,
there is limited information upon which investors can evaluate our business. Our

                                       13
<PAGE>

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.

     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.

                                       14
<PAGE>

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

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

     OUR BUSINESS REVENUE GENERATION MODEL IS UNPROVEN AND COULD FAIL

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

     OUR OPERATIONS LACK DIVERSIFICATION

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

     CONSOLIDATIONS  IN THE WIRELESS  COMMUNICATIONS  INDUSTRY  COULD  ADVERSELY
     AFFECT OUR BUSINESS

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

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

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

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

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

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

     o    general conditions in the wireless communications industry; and

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

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

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

     We regard certain aspects of our services and technology as proprietary. We
have not currently taken steps to protect our  proprietary  rights with patents,
copyrights, trademarks,  restrictions on disclosure or other protective methods.
Even if we undertake these  precautions in the future, we cannot be certain that
third parties will not infringe or misappropriate our proprietary rights or that

                                       15
<PAGE>

third parties will not independently develop similar services and/or technology.
Any infringement, misappropriation or independent development of our proprietary
rights could cause us to cease operations.

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

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

     We may have to resort to  litigation to enforce our  intellectual  property
rights,  protect our trade  secrets,  determine  the  validity  and scope of the
proprietary  rights of others,  or defend ourselves from claims of infringement,
invalidity or unenforceability. Litigation may be expensive and divert resources
even if we win. This could adversely  affect our business,  financial  condition
and operating results such that it could cause us to reduce or cease operations.

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

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

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

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

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

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

                                       16
<PAGE>

     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.

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

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

                                       17
<PAGE>

                                     PART II

                                OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

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

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

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

     (b)  None.

     (c) The  following  reflect  transactions  by the legal entity prior to the
Company's recapitalization on February 13, 2003:

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

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

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

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

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

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

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

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

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

     On June 11, 2002, we sold  5,520,000  shares of common stock for $60,000 in
cash and a  $55,000  stock  subscription  receivable  at $0.02  per  share.  The
receivable was collected in full on July 9, 2002.

     On June 26, 2002, we repurchased and cancelled  2,400,000  shares of common
stock for $50,000, at $0.02 per share.

     With respect to the sale of unregistered securities referenced above, these
transactions  were exempt  from  registration  pursuant  to Section  4(2) of the
Securities  Act of  1933,  and  Regulation  D  promulgated  thereunder.  In each
instance,  the  purchaser  had access to  sufficient  information  regarding our
Company so as to make an informed investment decision.

     (d)  None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

                                       18
<PAGE>

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

     Not applicable.


ITEM 5.     OTHER INFORMATION

     Not applicable.

                                       19
<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   Incorporated by reference to Exhibit
          of January 27, 2000 among our       2.01 to our company's Registration
          company, Lido Capital Corporation,  Statement on Form 10-SB filed with
          Eric P. Littman and Dennis Sturm    the Securities and Exchange
                                              Commission on February 24, 2000

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

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

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

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

  3.02    Articles of Amendment to Articles   Incorporated by reference to Exhibit
          of Incorporation                    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
</TABLE>

     (b)  REPORTS ON FORM 8-K.

     No reports on Form 8-K were filed  during the  quarterly  period ended June
30, 2003.

                                       20
<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: October 14, 2003                 ALLIANCE TOWERS, INC.

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

                                       21
<PAGE>

                                  CERTIFICATION

                             PURSUANT TO SECTION 302


     I, Robert Sandburg, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: October 14, 2003                     By: /s/ Robert Sandburg
                                              ------------------------------
                                                   Robert Sandburg
                                                   Chief Executive Officer

                                       22
<PAGE>

                                  CERTIFICATION

                             PURSUANT TO SECTION 302


     I, Michael Delin, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: October 14, 2003                    By: /s/ Michael Delin
                                              -------------------------------
                                                  Michael Delin
                                                  Chief Financial Officer

                                       23
<PAGE>

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


     In  connection  with the  Quarterly  Report of Alliance  Towers,  Inc. (the
"Company") on Form 10-QSB for the period ended June 30, 2003, as filed with the
Securities and Exchange  Commission on the date hereof (the  "Report"),  each of
the  undersigned,  in the capacities and on the dates  indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

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

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


Date: October 14, 2003                     By: /s/ Robert Sandburg
                                              --------------------------------
                                                   Robert Sandburg
                                                   Chief Executive Officer

                                       24
<PAGE>

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


     In  connection  with the  Quarterly  Report of Alliance  Towers,  Inc. (the
"Company") on Form 10-QSB for the period ended  June 30, 2003, as filed with the
Securities and Exchange  Commission on the date hereof (the  "Report"),  each of
the  undersigned,  in the capacities and on the dates  indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

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

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


Date: October 14, 2003                     By: /s/ Michael Delin
                                              ------------------------------
                                                   Michael Delin
                                                   Chief Financial Officer

                                       25