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


                                 AMENDMENT NO. 1
                                       TO
                                   FORM 10-QSB

(MARK ONE)

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

                  For the quarterly period ended JUNE 30, 2001

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

               For the transition period from _______ to _______.

                          Commission File No. 000-29689

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


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

4333 South Tamiami Trail, Suite F, Sarasota, Florida                34231
----------------------------------------------------                -----
     (Address of Principal Executive Offices)                     (Zip Code)

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

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


22 South Links Avenue, Suite 204, Sarasota, Florida                 34236
---------------------------------------------------                 -----
              (Issuer's Former Address))                          (Zip Code)



     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  [X]No

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

                                       1
<PAGE>

                                     PART I


                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

                                       2
<PAGE>

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

                          RESTATED FINANCIAL STATEMENTS

                       JUNE 30, 2001 AND DECEMBER 31, 2000

                                       3
<PAGE>
<TABLE>
                                     ALLIANCE TOWERS INC.
                                (Formerly USWEBAUCTIONS, INC.)
                                 (A Development Stage Company)
                                        Balance Sheets

                                            ASSETS
                                            ------
<CAPTION>
                                                                  June 30,      December 31,
                                                                    2001           2000
                                                               --------------  --------------
                                                                 (Restated)
                                                                 (Unaudited)
<S>                                                            <C>             <C>
CURRENT ASSETS

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

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

OTHER ASSETS

  Note receivable - related party (Note 5)                             27,600         563,152
  Interest receivable - related party (Note 5)                              -          53,174
                                                               --------------  --------------

    Total Other Assets                                                 27,600         616,326
                                                               --------------  --------------

    TOTAL ASSETS                                               $       27,600  $      616,326
                                                               ==============  ==============


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


CURRENT LIABILITIES

  Accounts payable                                             $       68,361  $       75,988
  Bank overdraft                                                            8          12,905
  Note payable - related party (Note 5)                                50,000               -
                                                               --------------  --------------

    Total Current Liabilities                                         118,369          88,893
                                                               --------------  --------------

STOCKHOLDERS' EQUITY (DEFICIT)

  Preferred stock authorized: 10,000,000 preferred shares
   at $0.001 par value; -0- shares issued and outstanding                   -               -
  Common stock authorized: 5,000,000,000 common shares
   at $0.001 par value; 117,012,000 and 119,161,200 shares
   issued and outstanding,                                            117,012         119,161
  Additional paid-in capital                                        1,012,738       1,055,364
  Stock subscription receivable                                      (426,250)       (500,000)
  Deficit accumulated during the development stage                   (794,269)       (147,092)
                                                               --------------  --------------

    Total Stockholders' Equity (Deficit)                              (90,769)        527,433
                                                               --------------  --------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)                                                $       27,600  $      616,326
                                                               ==============  ==============

          The accompanying notes are an integral part of these financial statements.
</TABLE>
                                               4
<PAGE>
<TABLE>
                                             ALLIANCE TOWERS INC.
                                        (Formerly USWEBAUCTIONS, INC.)
                                         (A Development Stage Company)
                                           Statements of Operations
                                                  (Unaudited)
<CAPTION>
                                                                                                   From
                                               For the                      For the             Inception on
                                           Six Months Ended           Three Months Ended         July 10,
                                              June 30,                      June 30,           1997 Through
                                      --------------------------  ---------------------------    June 30,
                                          2001          2000           2001          2000           2001
                                      ------------  ------------  -------------  -----------   -------------
                                      (Restated)                   (Restated)                    (Restated)
<S>                                   <C>           <C>           <C>            <C>           <C>
REVENUES                              $          -  $          -  $           -  $          -  $           -

EXPENSES

  Bad debt                                 480,550             -              -             -        480,550
  General and administrative               166,627        72,828         25,429        97,828        366,893
                                      ------------  ------------  -------------  ------------  -------------

    Total Expenses                         647,177        72,828         25,429        97,828        847,443
                                      ------------  ------------  -------------  ------------  -------------

LOSS FROM OPERATIONS                      (647,177)      (72,828)       (25,429)      (97,828)      (847,443)
                                      ------------  ------------  -------------  ------------  -------------

OTHER INCOME

  Interest income                                -           580              -           580         53,174
                                      ------------  ------------  -------------  ------------  -------------

    Total Other Income                           -           580              -           580         53,174
                                      ------------  ------------  -------------  ------------  -------------

NET LOSS                              $   (647,177) $    (72,248) $     (25,429) $    (97,248) $    (794,269)
                                      ============  ============  =============  ============  =============

BASIC LOSS PER SHARE                  $      (0.01) $      (0.00) $       (0.00) $      (0.00)
                                      ============  ============  =============  ============

WEIGHTED AVERAGE NUMBER OF
 SHARES                                118,868,016    68,070,864    117,012,000    64,035,168
                                      ============  ============  =============  ============

                  The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                       5
<PAGE>
<TABLE>
                                            ALLIANCE TOWERS, INC.
                                        (Formerly USWEBAUCTIONS, INC.)
                                        (A Development Stage Company)
                                      Statements of Stockholders' Equity
                            From Inception on July 10, 1997 Through June 30, 2001
<CAPTION>
                                                                                                 Deficit
                                                                                               Accumulated
                                             Common Stock         Additional       Stock       During the
                                    ---------------------------    Paid-in      Subscription   Development
                                        Shares        Amount       Capital       Receivable       Stage
                                    -------------  ------------  ------------   ------------  -------------
                                     (Restated)     (Restated)    (Restated)     (Restated)    (Restated)
<S>                                 <C>            <C>           <C>            <C>           <C>
Balance at inception on July 10, 1997           -  $          -  $          -   $          -  $           -

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                 The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                      6
<PAGE>
<TABLE>
                                             ALLIANCE TOWERS INC.
                                        (Formerly USWEBAUCTIONS, INC.)
                                        (A Development Stage Company)
                                Statements of Stockholders' Equity (Continued)
                            From Inception on July 10, 1997 Through June 30, 2001
<CAPTION>
                                                                                                 Deficit
                                                                                               Accumulated
                                              Common Stock         Additional       Stock      During the
                                    ---------------------------     Paid-in     Subscription   Development
                                         Shares       Amount        Capital      Receivable       Stage
                                    -------------  ------------  -------------  ------------  -------------
                                      (Restated)    (Restated)    (Restated)     (Restated)     (Restated)
<S>                                 <C>            <C>           <C>            <C>           <C>
Balance, December 31, 2000            119,161,200  $    119,161  $   1,055,364  $   (500,000) $    (147,092)

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

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

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

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

Net loss for the six months ended
 June 30, 2001 (unaudited)                      -             -              -             -       (647,177)
                                    -------------  ------------  -------------  ------------  -------------

Balance, June 30, 2001 (unaudited)    117,012,000  $    117,012  $   1,012,738  $   (426,250) $    (794,269)
                                    =============  ============  =============  ============  =============

                 The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                      7
<PAGE>
<TABLE>
                                         ALLIANCE TOWERS INC.
                                    (Formerly USWEBAUCTIONS, INC.)
                                     (A Development Stage Company)
                                       Statements of Cash Flows
                                              (Unaudited)
<CAPTION>
                                                                                           From
                                                                   For the             Inception on
                                                             Six Months Ended            July 10,
                                                                  June 30,             1997 Through
                                                      ------------------------------     June 30,
                                                           2001            2000            2001
                                                      --------------  --------------  --------------
                                                        (Restated)                      (Restated)

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                   <C>             <C>             <C>
  Net loss                                            $     (647,177) $      (25,000) $     (794,269)
  Adjustments to reconcile net loss to net cash used
   by operating activities:
    Issuance of stock for services                            91,475               -          93,475
    Bad debt                                                 480,550               -         480,550
  Changes in operating assets and liability accounts:
    (Increase) decrease in interest receivable                     -               -         (53,174)
    Decrease in bank overdraft                               (12,897)              -               8
    Increase (decrease) in accounts payable                   (7,627)              -          68,361
                                                      --------------  --------------  --------------

      Net Cash Used by Operating Activities                  (95,676)        (25,000)       (205,049)
                                                      --------------  --------------  --------------

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

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from note payable - related party                  50,000               -          50,000
  Cash loaned on notes receivable - related party                  -               -        (707,152)
  Cash received on notes receivable - related party           45,676          25,000         189,676
  Stock offering costs                                             -               -         (60,000)
  Issuance of stock for cash                                       -               -         732,525
                                                      --------------  --------------  --------------

      Net Cash Provided by Financing Activities               95,676          25,000         205,049
                                                      --------------  --------------  --------------

NET INCREASE (DECREASE) IN CASH                                    -               -               -

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

CASH AT END OF PERIOD                                 $            -  $            -  $            -
                                                      ==============  ==============  ==============

CASH PAYMENTS FOR:

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

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

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

              The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                   8
<PAGE>

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


NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

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

NOTE 2 - GOING CONCERN

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

NOTE 3 - STOCK TRANSACTIONS

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

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

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

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

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

                                       9
<PAGE>

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


NOTE 3 - STOCK TRANSACTIONS (Continued)

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

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

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

NOTE 4 - CORRECTION OF ERROR

         Subsequent  to the  original  issuance of the June 30,  2001  financial
         statements,  the Company determined that certain  transactions had been
         accounted  for  improperly.  Correction of this error had the following
         effect on the  previously  reported  net loss for the six months  ended
         June 30, 2001 and has an equal  understatement  of the retained deficit
         as of June 30, 2001.

                              Reported       Restated         Difference
                              --------       --------         ----------

Assets                      $         -        27,600       (27,600)(4)
Liabilities                      65,189       118,369        53,180(1)(2)
Common stock &
 additional paid in capital   1,129,750     1,129,750             - (3)(5)
Stock subscription
 receivable                    (500,000)     (426,250)       73,750(5)
Net loss                       (547,847)     (647,177)      (99,330)(1)(2)(3)(4)
Loss per share              $     (0.00)        (0.01)        (0.01)(6)

         (1)  Relates to the additional accrual of notes payable - related party
              for $50,000. Pursuant to payments made on behalf of the Company.

         (2)  Relates to the additional accrual of accounts payable for $3,180.

         (3)  Relates to the  additional  issuance of shares of common stock for
              services for $73,750.

         (4)  Relates to a  reclassification  of services to note  receivable  -
              related party for $27,600.

         (5)  Relates  to the  cancellation  of shares  of common  stock for the
              stock subscription receivable for $73,750.

         (6)  Loss per share increased by $0.01 per share.

         In addition to the entries listed above,  there was a  reclassification
         from services to bad debt in the amount of $457,217.  It was originally
         presented  that the  notes  receivable-related  party,  were  repaid by
         services  performed  on  behalf of the  Company  (Note 5.) Bad debt was
         originally  reported  to be  $23,333,  but as  restated,  bad  debt  is
         $480,550.

                                       10
<PAGE>

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


NOTE 5 - RELATED PARTY TRANSACTIONS

         Note Receivable - Related Party
         -------------------------------

         On December 31, 2000, the Company had lent $563,152 to related  parties
         and had accrued  $29,841 in interest  receivable.  The related  parties
         became insolvent or were incapable of repaying these amounts in full to
         the Company.  By June 30, 2001, the Company had received $45,676 by way
         of payments made to the  Company's  creditors by a related  party.  The
         Company wrote-off,  as bad debt, the interest receivable of $29,841 and
         $450,709 of the notes  receivable.  The  remaining  balance of the note
         receivable is $27,600, which was subsequently collected.

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

         As of June 30,  2001 a related  party had loaned the  Company  $50,000.
         This note payable-related party bears an annual interest rate of 8%, is
         due on demand, and is unsecured.

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

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

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

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

NOTE 6 - SUBSEQUENT EVENTS

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

         On September 7, 2001, the Company cancelled 20,460,000 shares of common
         stock at $0.02 per share and reduced the stock subscription  receivable
         to $0.

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

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

                                       11
<PAGE>

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


NOTE 6 - SUBSEQUENT EVENTS (Continued)

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

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

                                       12
<PAGE>

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

INTRODUCTORY STATEMENTS

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

OVERVIEW

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

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

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

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

     BALANCE  SHEET.  At June 30,  2001,  we had total  assets of  approximately
$27,600 and had current liabilities of approximately $118,369.

     INCOME  STATEMENT.  We have not had any revenue since  inception.  Our main
operating  expenses  consist  of the  costs  of  complying  with  the  reporting
requirements of the Securities Act of 1933, including legal and accounting fees.
For the  six-month  ended June 30,  2001,  we  recorded  $166,627 in general and
administrative  expenses and $480,550 in bad debt  expenses.  For the  six-month
ended June 30, 2001, our net loss was $647,177.

                                       13
<PAGE>

PLAN OF OPERATION

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

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

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

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

GOING CONCERN OPINION

     Our independent auditors have added an explanatory paragraph to their audit
opinions issued in connection with the 2000, 2001 and 2002 financial  statements
which states that our Company does not have  significant  cash or other material
assets  to cover our  operating  costs  and to allow us to  continue  as a going
concern.  Our ability to obtain additional funding will determine our ability to
continue  as a going  concern.  Our  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

CERTAIN BUSINESS RISK FACTORS

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

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

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

     WE WILL NEED TO RAISE ADDITIONAL CAPITAL TO CONTINUE OUR OPERATIONS

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

                                       14
<PAGE>

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


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

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


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

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

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

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

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

     o   In issuers  with net  tangible  assets  less than $2.0  million (if the
         issuer has been in  continuous  operation  for at least three years) or
         $5.0 million (if in continuous operation for less than three years), or
         with  average  revenues  of less than $6.0  million  for the last three
         years.

     Broker/dealers  dealing in penny stocks are  required to provide  potential
investors  with a  document  disclosing  the  risks of penny  stocks.  Moreover,
broker/dealers  are required to determine whether an investment in a penny stock
is a suitable  investment for a prospective  investor.  These  requirements  may
reduce  the  potential  market for our common  stock by  reducing  the number of
potential investors. This may make it more difficult for investors in our common
stock to sell  shares to third  parties or to  otherwise  dispose of them.  This
could cause our stock price to decline.

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

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

     OUR BUSINESS REVENUE GENERATION MODEL IS UNPROVEN AND COULD FAIL

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

                                       15
<PAGE>

     OUR OPERATIONS LACK DIVERSIFICATION

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

     CONSOLIDATIONS  IN THE WIRELESS  COMMUNICATIONS  INDUSTRY  COULD  ADVERSELY
AFFECT OUR BUSINESS

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

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

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

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

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

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

     o   general conditions in the wireless communications industry; and

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

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

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

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

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

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

     We may have to resort to  litigation to enforce our  intellectual  property
rights,  protect our trade  secrets,  determine  the  validity  and scope of the

                                       16
<PAGE>

proprietary  rights of others,  or defend ourselves from claims of infringement,
invalidity or unenforceability. Litigation may be expensive and divert resources
even if we win. This could adversely  affect our business,  financial  condition
and operating results such that it could cause us to reduce or cease operations.

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

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

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

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

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

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


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

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

                                       17
<PAGE>

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

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

                                       18
<PAGE>

                                     PART II

                                OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

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

         (b) None.

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

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

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

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

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

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

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

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

         (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.

                                       19
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS.


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

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

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

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

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

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

3.02       Articles of Amendment to Articles of   Incorporated by reference to
           Incorporation                          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

     (b) REPORTS ON FORM 8-K.

     No reports on Form 8-K were filed during the quarterly period ended June
     30, 2001.

                                       20
<PAGE>


                                   SIGNATURES

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

Date:    September 10, 2003                     ALLIANCE TOWERS, INC.

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

                                       21
<PAGE>

                                  CERTIFICATION

                             PURSUANT TO SECTION 302


     I, Robert Sandburg, certify that:

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

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

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

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

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

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

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

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

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

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

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



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

                                       22
<PAGE>

                                  CERTIFICATION

                             PURSUANT TO SECTION 302


     I, Michael Delin, certify that:

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

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

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

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

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

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

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

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

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

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

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



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

                                       23
<PAGE>

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


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

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

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



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

                                       24
<PAGE>

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


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

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

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



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

                                       25