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


                                   FORM 10-QSB

     (MARK ONE)

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

                  For the quarterly period ended MARCH 31, 2002

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


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


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

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

            22 SOUTH LINKS AVENUE, SUITE 204, SARASOTA, FLORIDA 34231
            ---------------------------------------------------------
                            (Issuer's Former Address)

      Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months, and (2) has
been subject to such filing requirements for the past 90 days. Yes [ ]  No  [X]

      There were 1,135,672,000 shares of Common Stock outstanding as of
September 15, 2003.

<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

<PAGE>














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

                              FINANCIAL STATEMENTS

                      MARCH 31, 2002 AND DECEMBER 31, 2001

                                       2

<PAGE>

                              ALLIANCE TOWERS, INC.
                         (Formerly USWEBAUCTIONS, INC.)
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)

                                     ASSETS
                                     ------

                                                      March 31,   December 31,
                                                        2002          2001
                                                     -----------  ------------
                                                     (Unaudited)
CURRENT ASSETS

  Cash                                                $      -      $      -
                                                     -----------  ------------
   TOTAL ASSETS                                       $      -      $      -
                                                     ===========  ============

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

  Accounts payable                                    $   76,234    $   52,805
  Note payable - related party                            95,150        95,150
  Interest payable - related party                         6,881         5,005
                                                     -----------  ------------

   Total Current Liabilities                             178,265       152,960
                                                     -----------  ------------

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;
   96,552,000 shares issued and outstanding               96,552        96,552
  Additional paid-in capital                             606,948       606,948
  Deficit accumulated during the development stage      (881,765)     (856,460)
                                                     -----------  ------------

   Total Stockholders' Equity (Deficit)                 (178,265)     (152,960)
                                                     -----------  ------------

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

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

                                        3

                              ALLIANCE TOWERS, INC.
                         (Formerly USWEBAUCTIONS, INC.)
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)

                                                                    From
                                                                Inception on
                                             For the              July 10,
                                       Three Months Ended       1997 Through
                                            March 31              March 31
                                         2002          2001           2002
                                    ------------  ------------- -------------
REVENUES                            $         -   $          -  $          -

EXPENSES

  Bad debt-stock subscription
    receivable                                -         23,333        23,333
  Bad debt-related party                      -        457,217       457,217
  General and administrative             23,429        141,198       447,507
                                    ------------  ------------- -------------

   Total Expenses                        23,429        621,748       928,057
                                    ------------  ------------- -------------

LOSS FROM OPERATIONS                   (23,429)      (621,748)     (928,057)
                                    ------------  ------------- -------------
OTHER (EXPENSE) INCOME

  Interest expense                      (1,876)              -       (6,881)
  Interest income                             -              -        53,173
                                    ------------  ------------- -------------

   Total Other (Expense) Income         (1,876)              -        46,292
                                    ------------  ------------- -------------

NET LOSS                            $  (25,305)   $  (621,748)  $  (881,765)
                                    ============  ============= =============

BASIC LOSS PER SHARE                $    (0.00)   $     (0.01)
                                    ============  =============
WEIGHTED AVERAGE NUMBER OF
  SHARES                             96,552,000    120,744,648
                                    ============  =============

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

                                        4

<PAGE>

                              ALLIANCE TOWERS, INC.
                         (Formerly USWEBAUCTIONS, INC.)
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
             From Inception on July 10, 1997 Through March 31, 2002

<TABLE>
<CAPTION>
                                                                                                   Deficit
                                                                                                 Accumulated
                                                                      Additional     Stock        During the
                                                 Common Stock          Paid-in    Subscription    Development
                                               Shares     Amount       Capital     Receivable        Stage
                                            -----------   ---------   ----------  ------------   ------------
<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)
                                            -----------   ---------  ----------  ----------      ----------
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                        5

<PAGE>

                              ALLIANCE TOWERS, INC.
                         (Formerly USWEBAUCTIONS, INC.)
                          (A Development Stage Company)
            Statements of Stockholders' Equity (Deficit) (Continued)
             From Inception on July 10, 1997 Through March 31, 2002

<TABLE>
<CAPTION>
                                                                                            Deficit
                                                                                          Accumulated
                                                                  Additional    Stock      During the
                                                 Common Stock      Paid-In   Subscription Development
                                               Shares     Amount   Capital    Receivable     Stage
                                             ----------- -------- ----------  ----------  -----------
<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                          3,540,000    3,540     70,210           -            -

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

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

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

Cancellation of stock at $0.02 per
  share on September 7, 2001                (20,460,000) (20,460)  (405,790)     426,250            -

Net loss for the year ended
  December 31, 2001                                    -        -          -           -    (709,368)
                                             ----------- -------- ----------  ----------  -----------

Balance, December 31, 2001                    96,552,000   96,552    606,948           -    (856,460)

Net loss for the three months ended
  March 31, 2002 (unaudited)                           -        -          -           -     (25,305)
                                             ----------- -------- ----------  ----------  -----------

Balance, March 31, 2002 (unaudited)           96,552,000 $ 96,552  $ 606,948    $      -  $ (881,765)
                                             =========== ======== ==========  ==========  ===========
</TABLE>

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

                                        6

<PAGE>

                              ALLIANCE TOWERS, INC.
                         (Formerly USWEBAUCTIONS, INC.)
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                   From
                                                                               Inception on
                                                               For the           July 10,
                                                          Three Months Ended   1997 Through
                                                               March 31,          March 31,
                                                            2002      2001         2002
                                                         ---------  ---------  -------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                      <C>       <C>         <C>
  Net loss                                               $(25,305) $(621,748)  $   (881,765)
  Adjustments to reconcile net loss to net cash used
   by operating activities:
  Bad debt - related party                                       -    457,217        457,217
  Bad debt - stock subscription receivable                       -     23,333         23,333
  Issuance of stock for services                                 -     91,475         93,475
  Changes in operating assets and liability accounts:
  (Increase) decrease in interest receivable                     -          -       (53,174)
  Increase (decrease) in accounts payable                   23,429   (27,781)         76,234
  Increase in interest payable - related party               1,876          -          6,881
                                                         ---------  ---------  -------------

   Net Cash (Used) by Operating Activities                       -   (77,504)      (277,799)
                                                         ---------  ---------  -------------
CASH FLOWS FROM INVESTING ACTIVITIES

  Proceeds from note payable-related party                       -     50,000              -
  Cash loaned on notes receivable - related party                -          -      (707,152)
  Repayment of notes receivable - related party                  -     27,451        217,276
                                                         ---------  ---------  -------------

   Net Cash Provided (Used) by Investing Activities              -     77,451      (489,876)
                                                         ---------  ---------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Change in bank overdraft                                       -         53              -
  Proceeds from cash on note payable - related party             -          -         95,150
  Stock offering costs                                           -          -       (60,000)
  Issuance of stock for cash                                     -          -        732,525
                                                         ---------  ---------  -------------

   Net Cash Provided by Financing Activities                     -         53        767,675
                                                         ---------  ---------  -------------
NET (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
  Common stock issued for debt                           $       - $        -  $      98,677
  Cancellation of common stock                           $       - $        -  $      62,500
</TABLE>

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

                                        7

<PAGE>

                              ALLIANCE TOWERS, INC.
                         (Formerly USWEBAUCTIONS, INC.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                      March 31, 2002 and December 31, 2001


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,  2001  Annual  Report  on  Form  10-KSB.
        Operating  results  for the three  months  ended  March 31, 2002 are not
        necessarily  indicative of the results that may be expected for the year
        ending December 31, 2002.

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 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 8, 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 February 8, 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 31,  2001,  the Company  cancelled  3,000,000  shares of common
        stock valued at $0.02 per share and reduced  accounts  receivables  from
        related parties.

        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.

                                       8

<PAGE>

NOTE 4 - MATERIAL 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.

NOTE 5- SUBSEQUENT EVENTS

COMMON STOCK ISSUANCES AND CANCELLATIONS
----------------------------------------

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

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

SIGNIFICANT EVENTS
------------------

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

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

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

        On February 13,  2003,  the Company  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.

                                       9

<PAGE>

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

INTRODUCTORY STATEMENTS

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

OVERVIEW

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

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

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

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

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

                                       10

<PAGE>

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

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

      BALANCE SHEET. At March 31, 2002, we had total assets of  approximately $0
and had current liabilities of approximately $178,265.

      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 three months ended March 31,  2002,  we recorded  $23,429 in general and
administrative expenses. For the three months ended March 31, 2002, our net loss
was $25,305.

PLAN OF OPERATION

      CASH  REQUIREMENTS.  Our cash  requirements  consist primarily of employee
salaries, rent, professional fees and related expenses. As of March 31, 2002, 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.

      CHANGES  IN  NUMBER  OF  EMPLOYEES.  Our  Company  currently  has  two (2)
employees,  Robert Sandburg, our Chief Executive Officer, and Michael Delin, our
Chief Financial Officer. We are currently reviewing our personnel needs for 2003
and beyond.  As of the date hereof,  we do not  anticipate  hiring any employees
until we 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.

                                       11

<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.

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

      (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.

                                       12

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

      (a) EXHIBITS.

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

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

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

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

   3.01     Articles of Incorporation filed on July     Incorporated by reference to Exhibit 3.01 to
            10, 1997 with the Florida Secretary of      our company's Registration Statement on Form
            State                                       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 Exhibit 3.02 to
            Incorporation                               our company's Registration Statement on Form
                                                        10-SB filed with the Securities and Exchange
                                                        Commission on February 24, 2000

   3.03     Bylaws                                      Incorporated by reference to Exhibit 3.03 to
                                                        our company's Registration Statement on Form
                                                        10-SB filed with the Securities and Exchange
                                                        Commission on February 24, 2000
</TABLE>

      (b) REPORTS ON FORM 8-K.

      No reports on Form 8-K were filed during the quarterly  period ended March
31, 2002.

                                       13

<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 23, 2003              ALLIANCE TOWERS, INC.

                                        By:  /S/ ROBERT SANDBURG
                                             -----------------------------
                                                Robert Sandburg
                                                Chief Executive Officer

                                       14

<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 23, 2003              By:  /S/ ROBERT SANDBURG
                                             -------------------
                                                Robert Sandburg
                                                Chief Executive Officer

                                       15

<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 23, 2003              By:  /S/ MICHAEL DELIN
                                             -----------------
                                                Michael Delin
                                                Chief Financial Officer

                                       16

<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 March 31, 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 23, 2003              By:  /S/ ROBERT SANDBURG
                                             -------------------
                                                Robert Sandburg
                                                Chief Executive Officer

                                       17

<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 March 31, 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 23, 2003              By:  /S/ MICHAEL DELIN
                                             -----------------
                                                Michael Delin
                                                Chief Financial Officer

                                       18