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, 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                                  90-0158984
    (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
     Incorporation or Organization)

        5401 SOUTH DALE MABRY, TAMPA, FLORIDA                 33611
        -------------------------------------                 -----
       (Address of Principal Executive Offices)             (Zip Code)


                                 (813) 805-9575
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

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

                       4333 SOUTH TAMIAMI TRAIL, SUITE F,
                             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 1,166,160,000 shares of Common Stock outstanding as of August
5, 2004


                                       1
<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



                                       2
<PAGE>

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

                        CONSOLIDATED FINANCIAL STATEMENTS

                       JUNE 30, 2004 AND DECEMBER 31, 2003


                                       3
<PAGE>

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

                                     ASSETS

                                                    June 30,
                                                      2004        December 31,
                                                  (Unaudited)        2003
                                                   ----------     ----------
CURRENT ASSETS

  Cash                                             $   29,320     $       33
  Deposits                                             39,000         39,000
  Construction in progress                            266,627             --
  Accounts receivable                                      --          1,919
  Note receivable                                      25,400         10,400
                                                   ----------     ----------
    Total Current Assets                              360,347         51,352
                                                   ----------     ----------

PROPERTY AND EQUIPMENT, NET                           783,562        586,657
                                                   ----------     ----------

  TOTAL ASSETS                                     $1,143,909     $  638,009
                                                   ==========     ==========

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


                                       4
<PAGE>

<TABLE>
<CAPTION>

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

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                                                June 30,
                                                                                  2004        December 31,
                                                                              (Unaudited)        2003
                                                                              -----------    -----------
CURRENT LIABILITIES
<S>                                                                           <C>            <C>
  Accounts payable                                                            $    46,749    $    75,655
  Accounts payable - related parties                                              995,021        698,729
  Construction payable                                                             75,300             --
  Consulting payable                                                               25,000             --
  Unearned rent                                                                    68,250             --
  Deferred compensation                                                           182,750        107,000
  Notes payable - related parties                                                  95,150         95,150
  Interest payable - related parties                                               24,035         20,229
  Notes payable                                                                   109,643         94,644
  Interest payable                                                                  9,774          3,701
                                                                              -----------    -----------
    Total Current Liabilities                                                   1,631,672      1,095,108
                                                                              -----------    -----------
LONG-TERM DEBT

  Convertible debenture                                                           250,000             --
                                                                              -----------    -----------

    Total Long-Term Debt                                                          250,000             --
                                                                              -----------    -----------

    TOTAL LIABILITIES                                                           1,881,672      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;
    1,161,160,000 and 1,135,672,000 shares issued and outstanding               1,161,160      1,135,672
  Additional paid-in capital (deficit)                                           (526,210)    (1,302,722)
  Deferred consulting expense                                                    (664,583)            --
  Deficit accumulated during development stage                                   (708,130)      (290,049)
                                                                              -----------    -----------
    Total Stockholders' Equity (Deficit)                                         (737,763)      (457,099)
                                                                              -----------    -----------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                      $ 1,143,909    $   638,009
                                                                              ===========    ===========

</TABLE>

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


                                       5
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                        From Inception
                                                                                        on December 3,
                                                                                            2002
                                                                                          through
                                                    For the Six Months Ended              June 30,
                                                      2004              2003                2004
                                                ---------------    ---------------    ---------------

<S>                                             <C>                <C>                <C>
REVENUES                                        $        32,290    $            --    $        34,209

OPERATING EXPENSES

  Ground lease and related costs                         18,534                 --             18,534
  Professional fees                                      75,514             17,335            159,384
  Consulting expenses                                   150,417             27,500            217,227
  Payroll expenses                                       88,668             51,750            195,668
  General and administrative                             32,748             13,184             54,864
  Depreciation expense                                   12,112                 --             12,916
                                                ---------------    ---------------    ---------------
    Total Operating Expenses                            377,993            109,769            658,593
                                                ---------------    ---------------    ---------------

LOSS FROM OPERATIONS                                   (345,703)          (109,769)          (624,384)
                                                ---------------    ---------------    ---------------
OTHER EXPENSES

  Interest expense                                      (72,378)            (4,713)           (83,746)
                                                ---------------    ---------------    ---------------

    Total Other Expenses                                (72,378)            (4,713)           (83,746)
                                                ---------------    ---------------    ---------------
NET LOSS                                        $      (418,081)   $      (114,482)   $      (708,130)
                                                ===============    ===============    ===============

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

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING     1,144,012,629      1,111,442,343
                                                ===============    ===============

</TABLE>

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


                                       6
<PAGE>

<TABLE>
<CAPTION>

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

                                                  For the Three Months Ended
                                                             June 30,
                                                      2004              2003
                                                ---------------    ---------------

<S>                                             <C>                <C>
REVENUES                                        $        10,450    $            --
                                                ===============    ===============
OPERATING EXPENSES

  Ground lease and related costs                         10,295                 --
  Professional fees                                      69,491             17,135
  Consulting expenses                                   135,417             17,500
  Payroll expenses                                       48,168
  General and administrative                             26,146              5,338
  Depreciation expense                                    6,622                 --
    Total Operating Expenses                            296,139             66,748
                                                ---------------    ---------------

LOSS FROM OPERATIONS                                   (285,689)           (66,748)
                                                ---------------    ---------------
OTHER EXPENSES

  Interest expense                                      (67,917)            (2,755)
                                                ---------------    ---------------

    Total Other Expenses                                (67,917)            (2,755)
                                                ---------------    ---------------

NET LOSS                                        $      (353,606)   $       (69,503)
                                                ===============    ===============
BASIC LOSS PER SHARE                            $         (0.00)   $         (0.00)
                                                ===============    ===============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING     1,152,353,319      1,135,672,000
                                                ===============    ===============

</TABLE>

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


                                       7
<PAGE>

<TABLE>
<CAPTION>


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

                                                                                                                    Deficit
                                                                                                                  Accumulated
                                                                                Additional                         During the
                                                    Common Stock              Paid-in Capital      Deferred        Development
                                              Shares            Amount           (Deficit)        Consulting          Stage
                                           --------------    --------------    --------------    --------------    --------------

<S>                                         <C>             <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)

Convertible debenture benefit, May
  25, 2004 (unaudited)                                 --                --            62,500                --                --

Stock issued for services, May 28,
  2004 (unaudited)                                500,000               500            14,000                --                --

Stock issued for consulting
  services, May 1, 2004 (unaudited)            25,000,000            25,000           700,000          (664,583)               --

Reconciling transaction, June 30,
  2004 (unaudited)                                (12,000)              (12)               12                --                --

Net loss for the six months ended
  June 30, 2004 (unaudited)                            --                --                --                --        (1,082,664)
                                           --------------    --------------    --------------    --------------    --------------
Balance, June 30, 2004 (unaudited)          1,161,160,000    $    1,161,160    $     (526,210)   $     (664,583)   $   (1,372,713
                                           ==============    ==============    ==============    ==============    ==============

</TABLE>

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



                                       8
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                                      From Inception
                                                                                                      on December 3,
                                                                                                          2002
                                                                            For the Six Months Ended    Through
                                                                                    June 30,            June 30,
                                                                              2004              2003      2004
                                                                          -----------    -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                       <C>            <C>            <C>
  Net loss                                                                $  (418,081)   $  (114,482)   $  (708,130)
  Adjustments to reconcile net loss to net cash provided by operations:
    Issuance of common stock for consulting fees                              137,417             --        144,227
    Depreciation                                                               12,112             --         12,916
  Changes in operating assets and liabilities:
    Decrease in deposits                                                           --        (34,500)            --
    (Increase) decrease in accounts receivable                                 (1,919)            --        (39,000)
    (Increase) in notes receivable                                            (15,000)       (10,400)       (25,400)
    Increase in unearned rent                                                  68,250             --         68,250
    Increase in deferred compensation                                          75,750         51,750        182,750
    Increase in consulting payable                                             25,000             --         25,000
    Increase (decrease) in accounts payable
    and accounts payable-related parties                                      (28,906)        43,167        117,423
    Increase (decrease) in interest payable
    and interest payable-related parties                                        8,920          4,658         20,233
    Increase (decrease) in construction payable                                75,300             --         75,300
                                                                          -----------    -----------    -----------

      Net Cash Provided by Operating Activities                               (57,319)       (59,807)      (126,431)
                                                                          -----------    -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Increase in constructed assets in progress                                 (266,627)            --       (266,627)
  Investment in property and equipment                                       (209,017)            --       (796,478)
                                                                          -----------    -----------    -----------

    Net Cash Used by Investing Activities                                    (475,644)            --     (1,063,105)
                                                                          -----------    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Increase in accounts payable-related party                                  296,292             --        858,253
  Proceeds from notes payable                                                  15,000         59,900        109,644
  Convertible debenture                                                       250,000             --        250,000
  Debenture interest                                                              959             --            959
                                                                          -----------    -----------    -----------
    Net Cash Provided by Financing
    Activities                                                            $   562,250    $    59,900    $ 1,218,856
                                                                          ===========    ===========    ===========

</TABLE>

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


                                       9
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                              From Inception
                                                                                              on December 3,
                                                                                                  2002
                                                                         For the Six Months     Through
                                                                           Ended June 30,       June 30,
                                                                          2004        2003        2004
                                                                       ---------   ---------    ---------

<S>                                                                       <C>             <C>      <C>
NET INCREASE IN CASH                                                      29,287          93       29,320

CASH AT BEGINNING OF PERIOD                                                   33          93           --
                                                                       ---------   ---------    ---------
CASH AT END OF PERIOD                                                  $  29,320   $      --    $  29,320
                                                                       =========   =========    =========

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                              $ 137,417   $      --    $ 144,227
  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.


                                       10
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                       June 30, 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 June
30, 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 June 30, 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.

On March 23,  2004,  the Company  entered into a  consulting  agreement  with an
unrelated party.  Consulting services will be provided in exchange for 5,000,000
shares of common stock. As of June 30, 2004, the stock had not been issued.


                                       11
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                       June 30, 2004 and December 31, 2003

NOTE 3 - MATERIAL EVENTS (CONTINUED)

On May 1, 2004,  the Company  entered  into a consulting  agreement  whereby the
company  agreed  to issue  25,000,000  shares of common  stock in  exchange  for
consulting  services for a term of two years.  The Company  issued the shares on
June 1, 2004. The value of the shares as of May 1, 2004, is being amortized over
a two year period on the straight line basis.

As of May 25, 2004,  the Company  issued a Secured  Convertible  Debenture to an
unrelated party in the principal amount of $500,000,  of which $250,000 has been
paid to the Company.  Another  $125,000 was issued at the end of July, after the
registration statement associated with the debenture was filed with the SEC. The
final $125,000 will be issued after the 15C 211  application has been filed with
the NASD and declared effective.  The convertible  debenture accrues interest at
the rate of 5% per year and is convertible at the holder's option. At the option
of the  Company,  the entire  principal  amount and all accrued  interest can be
either: (i) paid three years after the convertible debenture was issued, or (ii)
converted into shares of the Company's common stock at a price per share that is
equal to the lesser of: (i) an amount  equal to 120% of the closing bid price of
the common stock as of the date of the  convertible  debenture or (ii) an amount
equal to 80% of the average of the lowest daily volume weighted average price of
the common stock for the five trading days immediately  preceding the conversion
date.  The  debenture  has a term of three  years and is  secured  by all of the
company's  assets.  As of June 30, 2004,  the debenture had not been  converted.
There  was  a  beneficial  conversion  expense  of  $62,500  which  was  charged
immediately to interest expense.

On May  25,  2004,  the  Company  entered  into a  Standby  Equity  Distribution
Agreement  with an unrelated  party.  The party received a commitment fee in the
form of a  compensation  debenture  in the  principal  amount of  $490,000.  The
debenture is convertible into shares of common stock at a price equal to 100% of
the lowest  closing bid price for the three trading days  immediately  preceding
the  conversion  date.  Furthermore,  the agreement  stated the Company will pay
another  unrelated  party  $10,000 for services  related to the  agreement.  The
$10,000 was paid by the issuance of 500,000  shares of stock,  issued on May 28,
2004.

As of June 30, 2004, the Company owed $109,644 in unsecured  notes payable to an
unrelated  party at 9% interest with terms of one year. As of June 30, 2004, the
Company recorded $8,815 in accrued interest related to these notes.

NOTE 4 - RELATED PARTY TRANSACTIONS

Accounts Payable

As of  June  30,  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.

As of June 30, 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.


                                       12
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                       June 30, 2004 and December 31, 2003

NOTE 4 - RELATED PARTY TRANSACTIONS (CONTINUED)

Accounts Payable (Continued)

As of June 30, 2004, the Company owed the President and CEO of the Company and a
significant  stockholder of the Company $17,414 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 June 30, 2004, the Company owed a related  company,  in which its CEO is a
significant shareholder of the Company, $849,507 for costs expended and services
performed  related  to  the  four  towers   constructed  and  the  towers  under
construction.

Notes Payable and Interest Payable - Related Party

As of June 30,  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 June 30,2004 and December 31,
2003, this note had accrued interest of $24,035 and $20,229, respectively.


                                       13
<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.  As of June  30,  2004,  we had  $29,320
cash-on-hand  and  total  current  assets  in an amount  equal to  $360,347.  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.
Currently all of the tower facilities we have constructed and are developing are
located in Georgia and South Carolina.  We are currently  leasing and anticipate
continuing  to lease both ground and tower space at our  facilities  to wireless
service providers for the installation of their equipment and antennas.


                                       14
<PAGE>

      Although we have constructed and anticipate continuing to develop 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  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.

      The following is a description of the status of our current tower sites.

AS OF JUNE 30, 2004, 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.

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  executed.  Rental  Payments  have been  invoiced to Verizon.  The
facility is constructed.


                                       15
<PAGE>

AS OF JUNE 30, 2004, WE ARE IN CONSTRUCTION ON THE FOLLOWING SITES

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 in construction.

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. A ground lease has been
executed  which 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 Tower  Collocation  Lease has been executed by both parties 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 in construction.

AS OF JUNE 30, 2004, WE ARE CURRENTLY IN DEVELOPMENT ON THE FOLLOWING 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.


                                       16
<PAGE>

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. A ground lease has been
executed  which 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 Tower  Collocation  Lease has been executed by both parties 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. A ground lease has been
executed  which 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 Tower  Collocation  Lease has been executed by both parties 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.

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. A ground lease has been
executed  which 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 Tower  Collocation  Lease has been executed by both parties 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. A ground lease has been
executed  which 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 Tower  Collocation  Lease has been executed by both parties 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.  A ground lease has
been  executed  which  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 Tower Collocation Lease has been executed by both parties
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.


                                       17
<PAGE>

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 Tower Collocation Lease has
been  executed  by both  parties  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. A ground lease has been
executed  which 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 Tower  Collocation  Lease has been executed by both parties 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.


                                       18
<PAGE>

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  (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. Tower Collocation Lease has been
executed by both  parties  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. A ground lease has been
executed  which 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. A ground lease has been
executed  which 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 Tower  Collocation  Lease has been executed by both parties 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.


                                       19
<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. A ground lease has been
executed  which 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 Tower Collocation Lease has been executed by both parties
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 executed.  Rent shall start upon the issuance of a building  permit
for construction of the facility which is currently scheduled in the 3rd 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
carriers.

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.


                                       20
<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,  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 SIX MONTHS ENDED JUNE 30, 2004 AS COMPARED TO THE
SIX MONTHS ENDED JUNE 30, 2004

      On February 23, 2003, we  consummated a share  exchange  transaction  with
Alliance  Towers,  Inc., a private company that was incorporated in the State of
Florida on December 3, 2002.  On  February  13,  2003,  we  consummated  a share
exchange transaction with Alliance Towers, Inc., whereby we issued 1,036,000,000
shares of our common stock in exchange for all of the  outstanding  common stock
of Alliance Towers,  Inc. Alliance Towers, Inc. will be treated as the acquiring
entity for  accounting  purposes and we will be treated as the surviving  entity
for legal purposes.

      REVENUES.  For the six months  ended June 30,  2004,  we had  revenues  of
$32,290,  as compared to revenues of $0 for the six months  ended June 30, 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 six  months  ended  June  30,  2004,  we had
operating  expenses of  $377,993,  compared to $109,769 for the six months ended
June 30,  2003,  an increase of $268,224 or 244.3%.  This  increase in operating
expenses 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 six months  ended June 30,
2003.

      INTEREST EXPENSE.  For the six months ended June 30, 2004, we had interest
expense of $72,378,  compared to $4,713 for the six months  ended June 30, 2003,
an increase of $67,665.

      NET INCOME  (LOSS).  For the six months  ended June 30,  2004 we had a net
loss of  $418,081,  compared to $114,482 for the six months ended June 30, 2003,
an increase of $303,599 or 265.2%.  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.

RESULTS OF  OPERATIONS  FOR THE THREE MONTHS ENDED JUNE 30, 2004, AS COMPARED TO
THE THREE MONTHS ENDED JUNE 30, 2004

      On February 23, 2003, we  consummated a share  exchange  transaction  with
Alliance  Towers,  Inc., a private company that was incorporated in the State of
Florida on December 3, 2002.  On  February  13,  2003,  we  consummated  a share
exchange transaction with Alliance Towers, Inc., whereby we issued 1,036,000,000
shares of our common stock in exchange for all of the  outstanding  common stock
of Alliance Towers,  Inc. Alliance Towers, Inc. will be treated as the acquiring
entity for  accounting  purposes and we will be treated as the surviving  entity
for legal purposes.


                                       21
<PAGE>

      REVENUES.  For the three months  ended June 30,  2004,  we had revenues of
$10,450, as compared to revenues of $0 for the three months ended June 30, 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 June 30,  2004,  we had
operating  expenses of  $296,139,  as  compared to $66,748 for the three  months
ended June 30,  2003,  an  increase of  $229,391.  This  increase  in  operating
expenses 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 six months  ended June 30,
2003.

      INTEREST  EXPENSE.  For the  three  months  ended  June 30,  2004,  we had
interest  expense of $67,917,  as compared to $2,755 for the three  months ended
June 30, 2003, an increase of $65,162 or 2,365.2%.

      NET INCOME (LOSS).  For the three months ended June 30, 2004, we had a net
loss of  $353,606,  as compared to $69,503 for the three  months  ended June 30,
2003, an increase of $284,103 or 408.8%. 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.

LIQUIDITY AND CAPITAL RESOURCES

      As of June 30, 2004,  we had $29,320  cash-on-hand,  compared to $33 as of
December 31, 2003. As of June 30, 2004, our total current liabilities exceed our
current assets by $1,271,325.

WORKING CAPITAL

      We had a net working  capital  deficit of  $1,271,326 at June 30, 2004, as
compared to a net working  capital  deficit of  $302,292  at June 30,  2003,  an
increase  in deficit of  $969,034 or 320.6%.  The  increase  in working  capital
deficit was a result of the completion of four communication towers, accumulated
payroll and other expenses through June 30, 2004.

CASH FLOW FROM OPERATING ACTIVITIES

      Net cash  provided by operating  activities  for the six months ended June
30, 2004 was  $57,319,  as compared to $59,807 for the six months ended June 30,
2003.  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 six months ended June 30,
2004 was $475,644,  as compared to $0 for the same period in 2003.  The increase
is  attributable  to the  construction  of four tower sites and  construction in
progress on additional sites, which are currently in accounts payable.

CASH FLOW FROM FINANCING ACTIVITIES

      Net cash  provided by financing  activities  for the six months ended June
30, 2004 was $562,250,  as compared to $59,900 for the six months ended June 30,
2003. The increase is attributable to the issuance of a note payable, receipt of
funds from a convertible  debenture,  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.


                                       22
<PAGE>

      As of May 25, 2004, we issued a Secured  Convertible  Debenture to Cornell
Capital Partners in the principal amount of $500,000.  The convertible debenture
accrues  interest at the rate of 5% per year. At Alliance  Towers'  option,  the
entire principal amount and all accrued interest can be either:  (i) paid to the
holder  of the  convertible  debenture  on  the  third-year  anniversary  of the
convertible  debenture or (ii) converted  into shares of Alliance  Towers common
stock. The convertible  debenture is convertible into shares of our common stock
as a price per share that is equal to the lesser of: (i) an amount equal to 120%
of the closing bid price of our common  stock as of the date of the  convertible
debenture  or (ii) an amount  equal to 80% of the  average of the  lowest  daily
volume  weighted  average  price of our common  stock for the five  trading days
immediately  preceding the conversion  date. The convertible  debenture  accrues
interest at a rate of 5% per year and is convertible at the holder's option. The
convertible debenture has a term of 3 years and is secured by all of our assets.
At Alliance  Towers' option,  the  convertible  debenture may be paid in cash or
converted  into  shares of our  common  stock  unless  converted  earlier by the
holder.  Except  after  an  event  of  default,  as set  forth  in  the  Secured
Convertible Debenture,  the holder is not entitled to convert such debenture for
a number of shares of our common stock in excess of that number of shares which,
upon  giving  effect to such  conversion,  would cause the  aggregate  number of
shares of common stock  beneficially  held by such holder and its  affiliated to
exceed  4.99% of our  outstanding  shares  of  common  stock.  After our 15C 211
application  filed with the NASD is declared  effective,  we will issue a second
Secured  Convertible  Debenture  to Cornell  Capital  Partners in the  principal
amount of  $125,000  upon the same  terms and  conditions  as the first  Secured
Convertible  Debenture  described above. After we file a registration  statement
with the Securities  and Exchange  Commission  registering  the shares of common
stock  underlying  the  convertible  debenture,  we will  issue a third  Secured
Convertible  Debenture to Cornell  Capital  Partners in the principal  amount of
$125,000 upon the same terms and  conditions  as the first  Secured  Convertible
Debenture above.

      On May 25, 2004, 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 $750,000 in any thirty-day period,  provided that each advance may not
exceed  $250,000.  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 2004
and beyond.  As of the date hereof,  we do not  anticipate  hiring any employees
until we develop additional sites.

GOING CONCERN OPINION

      Our independent auditors have added an explanatory paragraph in connection
with the June 30, 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.

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 HAD VERY  LIMITED  OPERATING  HISTORY AND REVENUE FROM WHICH TO EVALUATE
OUR BUSINESS

      We have had a very limited  operating  history and revenue from operations
since our inception on December 3, 2002.  For the years ended  December 31, 2003
and 2002,  we had  revenues of $1,919 and $0,  respectively.  For the six months
ended June 30, 2004 and 2003,  we had revenues of $32,290 and $0,  respectively.
In addition, we have limited assets and financial resources.  Due to our lack of
operations and revenue,  we expect to incur operating losses for the foreseeable
future. Due to our lack of operations,  there is limited  information upon which
investors can evaluate our business.  Our  independent  auditors have noted that
Alliance Towers 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. Our inability to
continue as a going concern could result in you losing your entire investment in
Alliance Towers.


                                       23
<PAGE>

WE WILL NEED TO RAISE ADDITIONAL CAPITAL TO CONTINUE OUR OPERATIONS

      We  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 Alliance Towers.

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 Alliance  Towers'  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 $1,271,325  at June 30, 2004,  which
means that our current  liabilities  as of that date exceeded our current assets
on June 30, 2004 by  $1,271,325.  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 June 30,  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.

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

      Prior to this  offering,  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
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;


                                       24
<PAGE>

      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;

      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.


                                       25
<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.

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.


                                       26
<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) On May 28, 2004, we issued  500,000 shares of our common stock to a
             consultant in exchange for services  valued at $10,000 or $0.02 per
             share.

             On May 1, 2004, we issued 25,000,000 shares of our common stock  to
             a  consultant  in  exchange for  services valued  at  $500,000   or
             $0.02 per share

         (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.


                                       27
<PAGE>

<TABLE>
<CAPTION>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (A)      EXHIBITS.


EXHIBIT
NO.          DESCRIPTION                                           LOCATION
-----        -----------                                           --------

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

2.02  Stock  Purchase  Agreement  dated as of April 10,  2000,     Incorporated   by  reference  to  Exhibit  2.02  to  our
      among our company,  USWEBAUCTIONS,  Inc.,  Jon Kochevar,     company's  Current  Report  on Form 8-K  filed  with the
      and John Allen                                               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     company's quarterly report on Form 10-QSB filed with the
      Plan of Merger                                               Securities and Exchange Commission on August 21, 2000

2.04  Rescission Agreement and Mutual Release dated as of July     Incorporated   by  reference  to  Exhibit  2.01  to  our
      13, 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     Incorporated   by  reference  to  Exhibit  3.01  to  our
      the Florida Secretary of State                               company's  Registration  Statement  on Form 10-SB  filed
                                                                   with the Securities and Exchange  Commission on February
                                                                   24, 2000

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


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

                                       28
<PAGE>

<TABLE>
<CAPTION>

<S>   <C>                                                          <C>
10.4  Placement  Agent  Agreement,  dated December 19, 2003 by     Incorporated   by  reference  to  Exhibit  10.4  to  our
      and between Alliance Towers and Cornell Capital Partner,     Company's registration statement on Form SB-2 filed with
      LLC                                                          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     Provided herewith
      Adopted  Pursuant to Section  906 of the  Sarbanes-Oxley
      Act of 2002

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

</TABLE>

         (B)      REPORTS ON FORM 8-K.

      No reports on Form 8-K were filed during the  quarterly  period ended June
30, 2004.


                                       29
<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:    August 16, 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


                                       30
<PAGE>