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

                                   FORM 10-QSB

(MARK ONE)

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

                For the quarterly period ended SEPTEMBER 30, 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 November
3, 2004

<PAGE>

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

                                     PART I

                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                     ASSETS

CURRENT ASSETS                                   September 30,    December 31,
                                                    2004             2004
                                                 -------------    ------------
                                                 (Unaudited)
                                                 -------------    ------------

    Cash                                          $   23,499       $       33
    Deposits                                          39,000           39,000
    Construction in progress                          70,700               --
    Accounts receivable                                   --            1,919
    Other Assets                                     114,093               --
    Note receivable                                   25,400           10,400
                                                  ----------       ----------

Total Current Assets                                 272,692           51,352
                                                  ----------       ----------

PROPERTY AND EQUIPMENT, NET                        2,097,277          586,657
                                                  ----------       ----------

         TOTAL ASSETS                             $2,369,969       $  638,009
                                                  ==========       ==========

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


                                       2
<PAGE>

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

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                                September 30,   December 31,
                                                                   2004            2004
                                                                -------------   ------------
                                                                (Unaudited)
<S>                                                             <C>             <C>
CURRENT LIABILITIES
     Accounts payable                                           $ 1,023,572     $    75,655
     Accounts payable - related parties                           1,004,542         698,729
     Advance lease                                                   71,850              --
     Consulting payable                                              50,000              --
     Unearned rent                                                   81,000              --
     Deferred compensation                                          217,738         107,000
     Notes payable - related parties                                256,240          95,150
     Interest payable - related parties                              27,011          20,229
     Notes payable                                                  109,644          94,644
     Interest payable                                                16,638           3,701
                                                                -----------     -----------

       Total Current Liabilities                                  2,858,235       1,095,108
                                                                -----------     -----------

LONG-TERM DEBT

     Convertible debenture                                          375,000              --
                                                                -----------     -----------

       Total Long-Term Debt                                         375,000              --
                                                                -----------     -----------

       TOTAL LIABILITIES                                          3,233,235       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                                   (573,958)             --
     Deficit accumulated during development stage                  (924,258)       (290,049)

Total Stockholders' Equity (Deficit)                               (863,266)       (457,099)
                                                                -----------     -----------

      TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                                          $ 2,369,969     $   638,009
                                                                ===========     ===========
</TABLE>


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


                                       3
<PAGE>

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

                                                   For the Nine Months Ended      From Inception on
                                                         September 30,            December 3, 2002
                                           -------------------------------------       through
                                                  2004                2003        September 30, 2004
                                           ----------------    -----------------  ------------------
REVENUES                                   $        84,055     $            --     $        85,974
                                           ----------------    -----------------  ------------------
OPERATING EXPENSES

<S>                                                 <C>                                     <C>
     Ground lease and related costs                 29,960                  --              29,960
     Professional fees                             103,273              50,474             187,143
     Consulting expenses                           291,042              42,500             357,852
     Payroll expenses                              140,883              77,250             247,883
     General and administrative                     46,615              14,475              68,730
     Depreciation expense                           24,274                  --              25,078
                                           ----------------    -----------------  ------------------

         Total Operating Expenses                  636,047             184,699             916,646
                                           ----------------    -----------------  ------------------

LOSS FROM OPERATIONS                              (551,992)           (184,699)           (830,672)
                                           ----------------    -----------------  ------------------

OTHER EXPENSES

Interest expense                                   (82,217)             (7,971)            (93,585)
                                           ----------------    -----------------  ------------------

         Total Other Expenses                      (82,217)             (7,971)            (93,585)

NET LOSS                                   $      (634,209)    $      (192,670)    $      (924,258)
                                           ================    =================  ==================

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

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                           1,144,012,629       1,119,607,648
                                           ================    =================
</TABLE>


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


                                       4
<PAGE>

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


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

REVENUES                                 $        51,765       $            --
                                         ---------------       ---------------

OPERATING EXPENSES

     Ground lease and related costs               11,426                33,139
     Professional fees                            27,759                15,000
     Consulting expenses                         140,625                    --
     Payroll expenses                             52,215                 25000
     General and administrative                   13,867                 1,291
     Depreciation expense                         12,162                    --
                                         ---------------       ---------------

         Total Operating Expenses                258,054                74,930
                                         ---------------       ---------------

LOSS FROM OPERATIONS                            (206,289)              (74,930)
                                         ---------------       ---------------

OTHER EXPENSES

Interest expense                                  (9,839)               (3,258)
                                         ---------------       ---------------

         Total Other Expenses                     (9,839)               (3,258)
                                         ---------------       ---------------

NET LOSS                                 $      (216,128)      $       (78,188)
                                                               ---------------

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

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                       $ 1,144,012,629       $ 1,135,672,000
                                         ===============       ===============

        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)
                 Notes to the Consolidated Financial Statements
                    September 30, 2004 and December 31, 2003

                                                                                                              Deficit
                                                                       Additional                           Accumulated
                                         Common Stock                   Paid-In                              During the
                             -----------------------------------        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)                --            (10,360)
                              --------------     --------------     --------------     --------------     --------------

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           (725,000)                --

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

Amortization of deferred
consulting expense
(unaudited)                               --                 --                 --           (151,042)                --

Net loss for the nine
months ended September 30,
2004 (unaudited)                          --                 --                 --                 --           (634,209)
                              --------------     --------------     --------------     --------------     --------------

Balance, Sep 30, 2004
(unaudited)                    1,161,160,000     $    1,161,160     $     (526,210)    $     (573,958)    $     (924,258)
                              ==============     ==============     ==============     ==============     ==============
</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)
                 Notes to the Consolidated Financial Statements
                    September 30, 2004 and December 31, 2003


                                                               For The                  From
                                                           Nine Months Ended         Inception on
                                                             September 30,         December 3, 2002
                                                 -------------------------------       Through
                                                        2004           2003       September 30, 2004
                                                 -------------     -------------  -------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                              <C>               <C>               <C>
   Net loss                                      $  (634,209)      $  (192,670)      $  (924,258)
   Adjustments to reconcile net loss to net
   cash provided by (used) operations:
   Equity instruments                                 77,000                --            77,000
   Amortization of deferred
   consulting fees                                   151,042                --           157,852
   Depreciation                                       24,274                --            25,078
   Changes in operating assets and
   liabilities:
    (Increase) in other assets                      (114,093)          (10,000)         (114,093)
    (Increase) decrease in accounts
    receivable                                         1,919                --           (39,000)
    (Increase) in notes receivable                        --           (10,400)          (10,400)
    Increase in unearned rent                         81,000                --            81,000
    Increase in deferred compensation                110,738            77,250           217,738
    Increase in consulting payable                    50,000                --            50,000
    Increase (decrease) in accounts payable               --                --                --
    and accounts payable-related parties             947,916            93,567         1,038,945
    Increase (decrease) in interest payable
    and interest payable-related parties              19,719             7,916            31,032
    Lease advances                                    71,850                --            71,850
    Increase (decrease) in construction and
    consulting payable                                    --                --                --

    Net Cash Provided (used) by
    Operating Activities                             787,156           (34,337)          718,044
                                                 -----------       -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES

Increase in constructed assets in progress          (266,627)          (25,500)         (266,627)
Investment in property and equipment              (1,338,967)               --        (1,926,428)

Net Cash Used by Investing Activities             (1,605,594)          (25,500)       (2,193,055)
                                                 -----------       -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES

Change in accounts payable-related party             290,813                --           852,775
Proceeds from notes payable                          176,091            59,900           270,735
Convertible debenture                                375,000                --           375,000

Net Cash Provided by Financing Activities        $   841,904       $    59,900       $ 1,498,510
                                                 ===========       ===========       ===========
</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)
                 Notes to the Consolidated Financial Statements
                    September 30, 2004 and December 31, 2003


                                               For The Nine Months Ended      From Inception on
                                                      September 30,            December 3, 2002
                                             -----------------------------    Through September 30,
                                                   2004           2003                2004
                                             ------------     ------------    --------------------

<S>                                            <C>            <C>                 <C>
NET INCREASE IN CASH                           $  23,466      $      63           $  23,499

CASH AT BEGINNING OF PERIOD                           33             --                  --

CASH AT END OF PERIOD                          $  23,499      $      63           $  23,499

SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID DURING THE PERIOD FOR:

  Interest                                     $      --      $      --           $      --

  Income taxes                                 $      --      $      --           $      --

SCHEDULE OF NON-CASH FINANCING ACTIVITIES

  Recapitalization                             $      --      $      --           $(177,410)
  Common stock issued for consulting fees      $ 725,000      $      --           $ 144,277

  Contributed capital by shareholder for
  payment of accounts payable                  $      --      $   3,550           $   3,550
</TABLE>

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


                                       8
<PAGE>

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

As of September 30, 2004, the Company has completed  construction  of 11 towers.
The Company has  recorded  them as fixed assets and will  depreciate  the towers
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 September 30, 2004, the stock had not been issued.

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.


                                       9
<PAGE>

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

NOTE 3 - MATERIAL EVENTS (CONTINUED)

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: (a) paid three years after the convertible  debenture was issued, or (b)
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  September  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. On May 25, 2004, the Company entered into a Standby Equity
Distribution  Agreement  with  Cornell  Capital  Partners,  LP.  Pursuant to the
Standby  Equity  Distribution  Agreement,  the Company  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.
Furthermore,  in connection with the Standby Equity Distribution Agreement,  the
Company  entered into a Placement  Agent  Agreement  with  Newbridge  Securities
Corporation,  an unaffiliated  registration  broker-dealer  pursuant to which we
paid $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 September 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 September 30,
2004, the Company recorded $11,424 in accrued interest related to these notes.

NOTE 4 - RELATED PARTY TRANSACTIONS

ACCOUNTS PAYABLE

As of September  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 September 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.

As of September 30, 2004,  the Company owed the President and CEO of the Company
$3,414 and a significant  stockholder of the Company $77,200,  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 September 30, 2004, the Company owed a related  company,  in which its CEO
is a significant  shareholder  of the Company,  $953,642 for costs  expended and
services  performed  related to the 3 towers  constructed  and the towers  under
construction.

NOTES PAYABLE AND INTEREST PAYABLE - RELATED PARTY

As of September  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 September 30,2004 and December
31, 2003, this note had accrued interest of $25,938 and $20,229, respectively.


                                       10
<PAGE>

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

INTRODUCTORY STATEMENTS

      FORWARD-LOOKING STATEMENTS

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

      This filing  contains  forward-looking  statements,  including  statements
regarding,   among  other  things,   (a)  our  Company's   projected  sales  and
profitability,  (b) our Company's  business plan and growth  strategies  (c) our
Company's  future  financing plans and (d) our Company's  anticipated  needs for
working capital.  These statements may be found under  "Management's  Discussion
and Analysis of Financial  Condition and Results of Operations"  and "Business."
Actual  events  or  results  may  differ  materially  from  those  discussed  in
forward-looking  statements as a result of various factors,  including,  without
limitation,  the risks outlined  under "Risk  Factors" and matters  described in
this filing generally.  In light of these risks and uncertainties,  there can be
no assurance that the forward-looking  statements  contained in this filing will
in fact occur.

OVERVIEW

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

      Following the rescission,  we were 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 September 30, 2004, we had $23,499
cash-on-hand  and  total  current  assets  in an amount  equal to  $272,692.  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.


                                       11
<PAGE>

      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.

      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 SEPTEMBER 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.


                                       12
<PAGE>

GREENS CUT TOWER FACILITY

      The Greens Cut Tower Facility is located in Burke County, GA. The facility
is 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 is 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 started upon the completion of construction of the facility. The
facility is constructed.

GEORGETOWN TOWER FACILITY

      The  Georgetown  Tower Facility is located in Georgetown  County,  SC. The
Facility is 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 is Eleven Hundred Dollars ($1100)
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 started upon the completion of  construction of the
facility. The facility is constructed.

WILSON TOWER FACILITY

      The Wilson Tower Facility is located in Wilcox County, GA. The facility is
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 is 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  started  upon  the
completion of construction of the facility. The facility is constructed.

EMPIRE TOWER FACILITY

      The Empire Tower Facility is located in Dodge County,  GA. The facility is
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 is
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  started  upon the
completion of construction of the facility. The facility is constructed.

GRESSTON TOWER FACILITY

      The Gresston Tower  Facility is located in Dodge County,  GA. The facility
is 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  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 is 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  started  upon the
completion of construction of the facility. The facility is constructed.


                                       13
<PAGE>

NEW RED HILL CHURCH TOWER FACILITY

      The New Red Hill  Church  Facility is located in Telfair  County,  GA. The
facility  is 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 is 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 started upon
the completion of construction of the facility. The facility is constructed.

MILAN TOWER FACILITY

      The Milan Tower  Facility is located in Dodge County,  GA. The facility is
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 started upon
the completion of construction of the facility. The facility is constructed.

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 started upon the completion of  construction of the
facility. The facility is constructed.

AS OF SEPTEMBER 30, 2004, WE ARE CURRENTLY IN DEVELOPMENT ON THE FOLLOWING SITES

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.

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 2005.


                                       14
<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. 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 2005.

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 2005.

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. 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. 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 2005.


                                       15
<PAGE>

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 2005.

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 2005.

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


                                       16
<PAGE>

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 year's 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 2005.

      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 these
criteria  are the  Georgetown  Facility,  that is designed for 4 carries and the
Georgetown County Emergency Service's equipment and the Mill Creek Facility that
will have a 160 ft. monopole  structure  designed to accommodate  three wireless
carriers.

OMEGA, SMITH AND LINE TOWER FACILITY

      The above  referenced tower facilities were cancelled by Cingular due to a
re-engineering of the network requirements in that given area.

SITES IN SITE ACQUISITION AND LEASING PROCESS

      Alliance  Towers is currently in the site  acquisition and leasing process
on twelve  (12)  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,  Georgia  and one  lease in
negotiations in Webster County, Georgia. Preliminary scouting and zoning reports
have been prepared on all site area locations.

      In addition,  Alliance Towers also  anticipates  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.


                                       17
<PAGE>

RESULTS OF OPERATIONS  FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2004 AS COMPARED
TO THE NINE MONTHS ENDED SEPTEMBER 30, 2003

      REVENUES. For the nine months ended September 30, 2004, we had revenues of
$84,055,  as compared to revenues of $0 for the nine months ended  September 30,
2003.  This increase is  attributable  to lease proceeds we received on recently
completed  tower  facilities.  We  currently  have eleven  communication  towers
operating with one carrier on each tower.

      OPERATING  EXPENSES.  For the nine months ended September 30, 2004, we had
operating  expenses of $636,047,  compared to $184,699 for the nine months ended
September  30,  2003,  an  increase  of  $451,348  or 244.4%.  This  increase in
operating  expenses is primarily  attributable to increased,  professional fees,
consulting  expenses and payroll  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 nine months ended  September
30, 2003.

      INTEREST  EXPENSE.  For the nine months ended  September  30, 2004, we had
interest  expense  of  $82,217,  compared  to $7,971 for the nine  months  ended
September  30,  2003,  an  increase  of  $74,246 of 931.5%.  This  increase  was
primarily attributable to interest on our secured convertible debentures.

      NET INCOME (LOSS).  For the nine months ended September 30, 2004, we had a
net loss of $634,209,  compared to $192,670 for the nine months ended  September
30,  2003,  an  increase  of $441,539  or 229.2%.  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 SEPTEMBER 30, 2004, AS COMPARED
TO THE THREE MONTHS ENDED SEPTEMBER 30, 2003

      REVENUES.  For the three months ended  September 30, 2004, we had revenues
of $51,765,  as compared to revenues of $0 for the three months ended  September
30,  2003.  This  increase  is  attributable  to lease  proceeds  we received on
recently  completed  tower  facilities.  We currently have eleven  communication
towers operating with one carrier on each tower.

      OPERATING EXPENSES.  For the three months ended September 30, 2004, we had
operating  expenses of $258,054  compared to $74,930 for the three  months ended
September  30,  2003,  an  increase  of  $183,124  or 244.4%.  This  increase in
operating  expenses is primarily  attributable to increased  professional  fees,
consulting  expenses and payroll  expenses that were incurred as a result of our
development of tower  facilities for the wireless  communications  industry,  as
well as the increase in cost of operating the communication towers together with
depreciation  expense which was not incurred in the three months ended September
30, 2003.

      INTEREST  EXPENSE.  For the three months ended  September 30, 2004, we had
interest  expense of $9,839,  as compared to $3,258 for the three  months  ended
September 30, 2003,  an increase of $6,581 or 202%.  This increase was primarily
attributable to interest on our secured convertible debentures.

      NET INCOME (LOSS). For the three months ended September 30, 2004, we had a
net loss of  $216,128,  as  compared  to  $78,188  for the  three  months  ended
September  30,  2003,  an  increase  of  $137,940  or 176.4%.  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 September 30, 2004, we had $23,499 cash-on-hand,  compared to $33 as
of December 31, 2003.  As of September 30, 2004,  our total current  liabilities
exceed our current assets by $2,585,543. On November 11, 2004 we entered into an
Agreement to have billings from our  construction  contract for sites which were
constructed in 2003 to be billed  directly to Alliance  Towers Inc. This will in
turn reduce the amount  reflected  in Note 4. The  Agreement  does not reduce or
increase the total amount owed.

WORKING CAPITAL

      We had a net working  capital deficit of $2,585,543 at September 30, 2004,
as compared to a net working  capital deficit of $405,980 at September 30, 2003,
an increase in deficit of $2,179,563 OR 536.8%.  The increase in working capital
deficit was a result of the recognition of the account payables  associated with
the construction of additional  communication towers in the first nine months of
2004  for a  total  of  eleven  communication  towers  and the  engineering  and
development  costs for the additional 8 towers  currently  ready to construct in
2005. it also includes  accumulated payroll and other expenses through September
30, 2004.


                                       18
<PAGE>

CASH FLOW FROM OPERATING ACTIVITIES

      Net cash  provided  by  operating  activities  for the nine  months  ended
September  30,  2004 was  $787,156,  as  compared to $34,337 for the nine months
ended September 30, 2003. The increase is attributable to our increased business
activity and expenses associated with construction of the towers.

CASH FLOW FROM INVESTING ACTIVITIES

      Net cash used by investing  activities for the nine months ended September
30, 2004 was  $1,605,594,  as  compared  to $25,500  for the nine  months  ended
September  30,  2003.  The  increase  is  attributable  to the  construction  of
communication  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 nine  months  ended
September 30, 2004 was $841,904 as compared to $59,900 for the nine months ended
September  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 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.

      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 upon maturity can be either:
(i)  paid to the  holder  of the  convertible  debenture  on the  upon  maturity
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.
Our 15C 211  application  filed  with  the  NASD was is  declared  effective  on
November 4, 2004, and  subsequently  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.  Alliance  Towers  currently  has two (2)
employees,  Robert Sandburg, our Chief Executive Officer, and Michael Delin, our
Chief Financial Officer.  As of the date hereof, we do not anticipate hiring any
employees until we develop additional sites.


                                       19
<PAGE>

GOING CONCERN OPINION

      Our independent auditors have added an explanatory paragraph in connection
with the September 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 nine months
ended  September  30,  2004  and  2003,  we had  revenues  of  $84,055  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.

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

      Our independent auditors have added an explanatory paragraph in connection
with the September 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. 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  $2,585,543  at September  30, 2004,
which means that our current  liabilities  as of that date  exceeded our current
assets on September 30, 2004 by  $2,585,543.  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 September 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.


                                       20
<PAGE>

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;

      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.


                                       21
<PAGE>

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

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

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

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

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

      o     general conditions in the wireless communications industry; and

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

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

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

ITEM 3. CONTROLS AND PROCEDURES

(A)   EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

(B)   CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

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


                                       22
<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      (a)   None.

      (b)   None.

      (c)   None.

      (d)   None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

      Not applicable.

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

      Not applicable.

ITEM 5. OTHER INFORMATION

      Not applicable.


                                       23
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

             (a)   EXHIBITS.

<TABLE>
<CAPTION>

<S>            <C>                                                  <C>

Exhibit
No.            Description                                          Location
---            -----------                                          --------

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

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

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

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

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

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

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


                                       24
<PAGE>

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

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

    31.1       Officer's Certificate Pursuant to Section 302        Provided herewith

    31.2       Officer's Certificate Pursuant to Section 302        Provided herewith

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

    32.2       Certification Pursuant to 18 U.S.C. Section 1350     Provided herewith
               as 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
September 30, 2004.


                                       25
<PAGE>

                                   SIGNATURES

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

Date:  November 15, 2004           ALLIANCE TOWERS, INC.

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

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


                                       26