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, 2003

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

               For the transition period from _______ to _______.

                          Commission File No. 000-29689

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

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


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


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

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

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

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

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

<PAGE>

                                     PART I

                              FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

                                       2
<PAGE>


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

                              FINANCIAL STATEMENTS

                      MARCH 31, 2003 AND DECEMBER 31, 2002

                                       3

<PAGE>

                              ALLIANCE TOWERS, INC.
                         (Formerly USWEBAUCTIONS, INC.)
                          (A Development Stage Company)
                                 Balance Sheets


                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                                                  March 31,      December 31,
                                                                     2003            2002
                                                                 (Unaudited)
                                                                ------------    -------------

CURRENT ASSETS
<S>                                                             <C>             <C>
  Cash                                                          $          -    $           -

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

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

CURRENT LIABILITIES

  Accounts payable                                              $     19,003    $       3,550
  Accounts payable - related party                                    68,741                -
  Accrued expenses                                                     2,975                -
  Deferred compensation                                               22,000                -
  Note payable - related party                                        95,150                -
  Interest payable - related party                                    14,520                -
                                                                ------------    -------------

Total Current Liabilities                                            222,389            3,550
                                                                ------------    -------------
STOCKHOLDERS' EQUITY (DEFICIT)

  Preferred stock authorized: 10,000,000 preferred shares
    at $0.001 par value; -0- shares issued and outstanding                 -                -
  Common stock authorized: 5,000,000,000 common shares
    at $0.001 par value; 1,135,672,000 and 1,036,000,000
    shares issued and outstanding, respectively                    1,135,672        1,036,000
  Additional paid-in capital (deficit)                           (1,302,722)      (1,029,190)
  Deficit accumulated during the development stage                  (55,339)         (10,360)
                                                                ------------    -------------

    Total Stockholders' Equity (Deficit)                           (222,389)          (3,550)
                                                                ------------    -------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
    (DEFICIT)                                                   $          -      $         -
                                                                ============    =============
</TABLE>

   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 Operations
                                   (Unaudited)


                                                                     From
                                               For the           Inception on
                                            Three Months         December 3,
                                                Ended            2002 Through
                                              March 31,           March 31,
                                                2003                 2003
                                           --------------       --------------

REVENUES                                   $            -       $           -
                                           --------------       --------------

OPERATING EXPENSES

  Professional fees                                   200               3,750
  Consulting expenses                              10,000              16,810
  Payroll expenses                                 24,975              24,975
  General and administrative                        7,846               7,846
                                           --------------       --------------

    Total Operating Expenses                       43,021              53,381
                                           --------------       --------------

LOSS FROM OPERATIONS                             (43,021)            (53,381)
                                           --------------       --------------

OTHER EXPENSES

  Interest expense                                (1,958)             (1,958)
                                           --------------       --------------

    Total Other Expenses                          (1,958)             (1,958)
                                           --------------       --------------

NET LOSS                                        $(44,979)           $(55,339)
                                           --------------       --------------

BASIC LOSS PER SHARE                              $(0.00)
                                           ==============
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING                                 1,086,943,467
                                           ==============

Note: The comparative income statement for the three months ended March 31, 2002
is not presented because the inception date is December 3, 2002.





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

                                       5

<PAGE>

<TABLE>
<CAPTION>
                              ALLIANCE TOWERS, INC.
                         (Formerly USWEBAUCTIONS, INC.)
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
            From Inception on December 3, 2002 Through March 31, 2003

                                                                                                 Deficit
                                                                               Additional      Accumulated
                                                                                Paid-in         During the
                                                    Common Stock                Capital        Development
                                             Shares              Amount        (Deficit)           Stage
                                           -------------      ------------    ------------     ------------
<S>                                        <C>                <C>             <C>              <C>
Balance at inception on
December 3, 2002                                       -      $          -    $          -     $          -

December 2002, common stock
issued for consulting fees                 1,036,000,000         1,036,000     (1,029,190)                -

Net loss for the year ended
December 31, 2002                                      -                 -               -         (10,360)
                                           -------------      ------------    ------------     ------------

Balance, December 31, 2002                 1,036,000,000         1,036,000     (1,029,190)         (10,360)

Contributed capital by shareholder for
payment of accounts payable
(unaudited)                                            -                 -           3,550                -

February 13, 2003, recapitalization
(unaudited)                                   99,672,000            99,672       (277,082)                -

Net loss for the three months ended
March 31, 2003 (unaudited)                             -                 -               -         (44,979)
                                           -------------      ------------    ------------     ------------

Balance, March 31, 2003 (unaudited)        1,135,672,000      $  1,135,672    $(1,302,722)     $   (55,339)
                                           =============      ============    ============     ============

                The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                       6

<PAGE>

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

                                                                                     From
                                                                                 Inception on
                                                             For the Three        December 3,
                                                             Months Ended        2002 Through
                                                               March 31,           March 31,
                                                                 2003                2003
                                                           ----------------     ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                        <C>                  <C>
Net loss                                                   $     (44,979)       $    (55,339)
Adjustments to reconcile net loss to net cash used
  by operating activities:
  Issuance of stock for consulting fees                                 -               6,810
Changes in operating assets and liability accounts:
  Increase in accounts payable and accounts payable
   - related party                                                 18,101              21,651
  Increase in accrued expenses                                      2,975               2,975
  Increase in deferred compensation                                22,000              22,000
  Increase in interest payable - related party                      1,903               1,903
                                                           ----------------     ---------------
    Net Cash (Used) by Operating Activities                             -                   -
                                                           ----------------     ---------------
CASH FLOWS FROM INVESTING ACTIVITIES                                    -                   -
                                                           ----------------     ---------------
CASH FLOWS FROM FINANCING ACTIVITIES                                    -                   -
                                                           ----------------     ---------------
NET (DECREASE) IN CASH                                                  -                   -
                                                           ----------------     ---------------
CASH AT BEGINNING OF PERIOD                                             -                   -
                                                           ----------------     ---------------
CASH AT END OF PERIOD                                      $            -       $           -
                                                           ================     ===============
SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAYMENTS FOR:

  Income taxes                                             $            -       $           -
  Interest                                                 $            -       $           -

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

  Recapitalization                                         $    (177,410)       $   (177,410)
  Common stock issued for consulting fees                  $            -       $       6,810
  Contributed capital by shareholder for payment
   of accounts payable                                     $        3,550       $       3,550


Note: The  comparative  statement of cash flows for the three months ended March 31, 2002 is not
presented because the inception date is December 3, 2002.


         The accompanying notes are an integral part of these financial statements.
</TABLE>
                                               7

<PAGE>

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

NOTE 1 -   BASIS OF FINANCIAL STATEMENT PRESENTATION

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

NOTE 2 -   GOING CONCERN

The Company's  financial  statements  are prepared using  accounting  principles
generally accepted in the United States of America applicable to a going concern
which  contemplates  the realization of assets and liquidation of liabilities in
the normal course of business.  The Company has not yet  established  an ongoing
source  of  revenues  sufficient  to cover its  operating  costs and allow it to
continue as a going  concern.  The ability of the Company to continue as a going
concern is dependent on the Company obtaining adequate capital to fund operating
losses until it becomes profitable.  If the Company is unable to obtain adequate
capital, it could be forced to cease operations.

In order to continue as a going concern,  develop a reliable source of revenues,
and achieve a profitable  level of operations the Company will need, among other
things, additional capital resources.  Management's plans to continue as a going
concern  include  raising  additional  capital  through  sales of common  stock.
However,  management  cannot  provide any  assurances  that the Company  will be
successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent  upon its
ability  to  successfully  accomplish  the  plans  described  in  the  preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

                                       8

<PAGE>

NOTE 3 -   MATERIAL EVENTS

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

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

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

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

NOTE 4 -   RELATED PARTY TRANSACTIONS

ACCOUNTS PAYABLE

As of March  31,  2003,  the  Company  owed a  former  officer  and  significant
stockholder  of the  Company  $50,000 for  accounting  and  management  services
provided during the year ended December 31, 2002.

As of March 31, 2003, the Company owed the president and CEO of the Company $900
for expenses  paid on behalf of the Company  during the year ended  December 31,
2002. The amount is not accruing interest and is payable on demand.

As of March 31, 2003,  the Company owed the president and CEO of the Company and
a significant stockholder of the Company $7,841 and $10,000 for expenses paid on
behalf of the Company  and  consulting  services  provided  during the  quarter,
respectively. The amounts are not accruing interest and are payable on demand.

NOTES PAYABLE AND INTEREST PAYABLE - RELATED PARTY

As of March 31,  2003,  the Company  had a related  party note  payable  with an
outstanding  balance of $95,150.  This note payable  accrues  interest at 8% per
annum, is unsecured, and is due on demand. As of March 31, 2003 and December 31,
2002, this note had accrued interest of $14,520 and $12,617, respectively.

NOTE 5 -   SUBSEQUENT EVENT

Subsequent  to March 31, 2003,  the Company  entered in to several notes payable
totaling $49,500 at 9% interest with terms of one year.

Subsequent  to the quarter  ended March 31, 2003,  the Company  entered into six
letter of intent for the  Company to lease  ground and tower space to lessee for
installation of equipment and antennas at its line tower facility for an initial
lease term of 5 years with five 5-year  extensions.  Rent will be $1,750 monthly
with 3% escalation yearly. One years rent will be required in advance. Rent will
commence upon the completion of construction of the tower facility.

Subsequent  to the quarter ended March 31, 2003,  the Company  entered into five
lease  agreements for the Company to elase ground for an initial lease term of 5
years with five 5-year  extensions.  Rent of $500-$600 will be paid monthly with
10%  escalation  beginning on the  anniversary  of every 5-year term.  Rent will
commence upon the start of construction of the tower facilities.

                                        9

<PAGE>

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

INTRODUCTORY STATEMENTS

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

OVERVIEW

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

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

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

      We have been in the development  stage since inception and have undertaken
limited  business  operations  to  date.  We have 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.  Currently all of the
tower facilities we are developing are located in Georgia. We anticipate leasing
both ground and tower space at our facilities to wireless service  providers for
the installation of their equipment and antennas.

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

                                       10

<PAGE>

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

      We  anticipate  developing  sites  required by wireless  telecommunication
service  providers as they expand their  coverage  areas.  In addition,  we will
review  opportunities  to purchase  existing  facilities  that may offer  growth
potential.

      Currently, we are developing the below listed sites.

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

      The  Ousley  Tower  Facility  will be located  in Brooks  County,  GA. The
facility  will be located on a leased  parcel of property.  The ground lease has
been  executed and the initial  lease term is five (5) years with five (5), five
year automatic  renewals  (total 30 years) unless  terminated by Alliance Towers
prior to the renewal dates.  Rent is Five Hundred  Dollars ($500) per month with
10%  escalation  beginning  on the  anniversary  of  every  five  year  term and
commences  upon the  start of  construction.  Cingular  Wireless  is the  anchor
tenant. As per the executed Letter of Intent, the Carrier Lease Agreement's rent
will be at One Thousand  Seven Hundred and Fifty Dollars  ($1750) per month with
3% escalation yearly. One years rent to be paid in advance.  The initial term is
for five (5) years with five (5),  five (5) year  automatic  renewals  (total 30
years) unless  terminated by Cingular  Wireless prior to the renewal dates.  The
Carrier Lease Agreement has been executed by Cingular. Rent shall start upon the
completion of construction  of the facility which is currently  scheduled in the
4th quarter of calendar year 2003.

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

      The Norman  Tower  Facility  will be located in Colquitt  County,  GA. The
facility  will be located on a leased  parcel of property.  The ground lease has
been  executed and the initial  lease term is five (5) years with five (5), five
year automatic  renewals  (total 30 years) unless  terminated by Alliance Towers
prior to the renewal dates.  Rent is Five Hundred  Dollars ($500) per month with
10%  escalation  beginning  on the  anniversary  of  every  five  year  term and
commences  upon the  start of  construction.  Cingular  Wireless  is the  anchor
tenant. As per the executed Letter of Intent, the Carrier Lease Agreement's rent
will be at One Thousand  Seven Hundred and Fifty Dollars  ($1750) per month with
3% escalation yearly. One years rent to be paid in advance.  The initial term is
for five (5) years with five (5),  five (5) year  automatic  renewals  (total 30
years) unless  terminated by Cingular  Wireless prior to the renewal dates.  The
Carrier Lease Agreement has been executed by Cingular. Rent shall start upon the
completion of construction  of the facility which is currently  scheduled in the
4th quarter of calendar year 2003.

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

      The Pineboro  Tower Facility will be located in Colquitt  County,  GA. The
facility  will be located on a leased  parcel of property.  The ground lease has
been  executed and the initial  lease term is five (5) years with five (5), five
year automatic  renewals  (total 30 years) unless  terminated by Alliance Towers
prior to the renewal dates.  Rent is Five Hundred  Dollars ($500) per month with
10%  escalation  beginning  on the  anniversary  of  every  five  year  term and
commences  upon the  start of  construction.  Cingular  Wireless  is the  anchor
tenant. As per the executed Letter of Intent, the Carrier Lease Agreement's rent
will be at One Thousand  Seven Hundred and Fifty Dollars  ($1750) per month with
3% escalation yearly. One years rent to be paid in advance.  The initial term is
for five (5) years with five (5),  five (5) year  automatic  renewals  (total 30
years) unless  terminated by Cingular  Wireless prior to the renewal dates.  The
Carrier Lease Agreement has been executed by Cingular. Rent shall start upon the
completion of construction  of the facility which is currently  scheduled in the
1st quarter of calendar year 2004.

      SMITH TOWER FACILITY
      --------------------

      The Smith  Tower  Facility  will be located in  Colquitt  County,  GA. The
facility will be located on a leased parcel of property. The ground lease, whose
terms and  conditions  have been  accepted by the  landowner,  is  currently  in
process.  The proposed lease's initial term is for five (5) years with five (5),
five year  automatic  renewals  (total 30 years)  unless  terminated by Alliance
Towers prior to the renewal  dates.  The proposed rent is Three Hundred  Dollars
($300) per month with 10% escalation  beginning on the anniversary of every five
year term and commences upon the start of construction. Cingular Wireless is the
anchor  tenant.  As per  the  executed  Letter  of  Intent,  the  Carrier  Lease
Agreement's rent will be at One Thousand Seven Hundred and Fifty Dollars ($1750)
per month with 3% escalation yearly.  One years rent to be paid in advance.  The
initial  term is for five (5)  years  with  five  (5),  five (5) year  automatic
renewals  (total 30 years) unless  terminated by Cingular  Wireless prior to the
renewal  dates.  Rent shall start upon the  completion  of  construction  of the
facility which is currently scheduled in the 1st quarter of calendar year 2004.

                                       11

<PAGE>

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

      The Omega Tower Facility will be located in Tift County,  GA. The facility
will be located on a leased  parcel of  property.  The  proposed  ground  lease,
currently  under  negotiation,  has an initial  term of five (5) years with five
(5), five year automatic renewals (total 30 years) unless terminated by Alliance
Towers prior to the renewal dates. Rent is Five Hundred Dollars ($500) per month
with 10%  escalation  beginning on the  anniversary  of every five year term and
commences  upon the  start of  construction.  Cingular  Wireless  is the  anchor
tenant. As per the executed Letter of Intent, the Carrier Lease Agreement's rate
will be at One Thousand  Seven Hundred and Fifty Dollars  ($1750) per month with
3% escalation yearly. One years rent to be paid in advance.  The initial term is
for five (5) years with five (5),  five (5) year  automatic  renewals  (total 30
years) unless  terminated by Cingular  Wireless prior to the renewal dates. Rent
shall  start  upon the  completion  of  construction  of the  facility  which is
currently scheduled in the 1st quarter of calendar year 2004.

      LINE TOWER FACILITY
      -------------------

      The Line Tower Facility will be located in Coweta County, GA. The facility
will be located on a leased  parcel of  property.  The  proposed  ground  lease,
currently  under  negotiations,  has an initial term of five (5) years with five
(5), five year automatic renewals (total 30 years) unless terminated by Alliance
Towers prior to the renewal dates. Rent is Five Hundred Dollars ($500) per month
with 10%  escalation  beginning on the  anniversary  of every five year term and
commences  upon the  start of  construction.  Cingular  Wireless  is the  anchor
tenant.  The Letter of Intent for the site has been  submitted  to Cingular  for
signature.  The Carrier  Lease  Agreement's  rate will be at One Thousand  Seven
Hundred and Fifty Dollars ($1750) per month with 3% escalation yearly. One years
rent to be paid in  advance.  The  initial  term is for five (5) years with five
(5), five (5) year  automatic  renewals  (total 30 years)  unless  terminated by
Cingular  Wireless  prior  to the  renewal  dates.  Rent  shall  start  upon the
completion of construction  of the facility which is currently  scheduled in the
2nd quarter of calendar year 2004.

      SASSER TOWER FACILITY
      ---------------------

      The Sasser  Tower  Facility  will be located  in Terrell  County,  GA. The
facility  will be located on a leased  parcel of property.  The ground lease has
been  executed  and the initial  lease term is for five (5) years with five (5),
five year  automatic  renewals  (total 30 years)  unless  terminated by Alliance
Towers prior to the renewal dates.  Rent is Six Hundred Dollars ($600) per month
with 10%  escalation  beginning on the  anniversary  of every five year term and
commences upon the start of construction. Verizon Wireless is the anchor tenant.
The Carrier Lease Agreement's rate will be at One Thousand Eight Hundred Dollars
($1800) per month with 3%  escalation  yearly.  The initial term is for five (5)
years with five (5), five (5) year  automatic  renewals  (total 30 years) unless
terminated by Verizon  Wireless  prior to the renewal  dates.  The Carrier Lease
Agreement  is  currently in process at Verizon  awaiting  signature.  Rent shall
start upon the issuance of a building  permit for  construction  of the facility
which is currently scheduled in the 4th quarter of calendar year 2003.

      GREENS CUT TOWER FACILITY
      -------------------------

      The Greens Cut Tower  Facility  will be located in Burke  County,  GA. The
facility  will be located on a leased  parcel of property.  The ground lease has
been  executed  and the initial  lease term is for five (5) years with five (5),
five year  automatic  renewals  (total 30 years)  unless  terminated by Alliance
Towers prior to the renewal dates.  Rent is Six Hundred Dollars ($600) per month
with 10%  escalation  beginning on the  anniversary  of every five year term and
commences upon the start of construction. Verizon Wireless is the anchor tenant.
The Carrier Lease Agreement's rate will be at One Thousand Eight Hundred Dollars
($1800) per month with 3%  escalation  yearly.  The initial term is for five (5)
years with five (5), five (5) year  automatic  renewals  (total 30 years) unless
terminated by Verizon  Wireless  prior to the renewal  dates.  The Carrier Lease
Agreement  is  currently in process at Verizon  awaiting  signature.  Rent shall
start upon the issuance of a building  permit for  construction  of the facility
which is currently scheduled in the 4th quarter of calendar year 2003.

      GEORGETOWN TOWER FACILITY
      -------------------------

      The Georgetown  Tower Facility will be located in Georgetown  County,  SC.
The Facility will be located on a leased parcel of property  owned by Georgetown
County. The ground lease has been approved and the initial lease term is for ten
(10) years with nine (9), five (5) year terms (total 55 years) unless terminated
by  Alliance  Towers  prior to the renewal  dates.  Rent is $10 per year with no
escalation.  Georgetown  County's Department of Emergency Services is the anchor
tenant.  The  Department's  Lease  Agreement  rate will be Seven  Hundred  Fifty
Dollars  ($750) per month with 2% escalation  per year.  The initial term is for
ten (10) years with four (4), five (5) year  automatic  renewals (30 year total)
unless terminated by the County prior to the renewal period.  The County's Lease
Agreement is approved.  Rent shall start upon the completion of  construction of
the facility  which is currently  scheduled in the 4th quarter of calendar  year
2003.

                                       12

<PAGE>

      SITES IN SITE ACQUISITION AND LEASING PROCESS
      ---------------------------------------------

      Alliance  Towers is currently in the site  acquisition and leasing process
on twelve  additional  sites in Georgia.  The sites are based upon the projected
requirements  for  locations  by Verizon  and other  wireless  carriers  for the
proposed 2004 network expansions. Alliance Towers currently has one lease option
completed in Randolph  County and one lease in  negotiations  in Webster County.
Preliminary  scouting  and zoning  reports  have been  prepared on all site area
locations.

      We also  anticipate  offering tower  management and marketing  services to
customers  who may own tower  facilities,  but who may prefer to contract  these
services to others.

      BALANCE SHEET. At March 31, 2003, we had total assets of  approximately $0
and had current liabilities of approximately $222,389.

      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,  2003,  we  recorded  $43,021  in total
operating  expenses,  consisting  of  $24,975 in  payroll  expenses,  $10,000 in
consulting expenses,  $7,846 in general and administrative  expenses and $200 in
professional  fees.  For the three months ended March 31, 2003, our net loss was
$44,979.

PLAN OF OPERATION

      CASH  REQUIREMENTS.  Our cash  requirements  consist primarily of employee
salaries, rent, professional fees and related expenses. As of March 31, 2003, 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.

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

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

GOING CONCERN OPINION

      Our independent auditors have added an explanatory paragraph in connection
with the March 31, 2003 financial  statements which states that our Company does
not have  significant cash or other material assets to cover our operating costs
and to allow us to continue as a going concern. Our ability to obtain additional
funding will determine our ability to continue as a going concern. Our financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

CERTAIN BUSINESS RISK FACTORS

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

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

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

                                       13

<PAGE>

independent  auditors have noted that our Company does not have significant cash
or a source of revenue to cover our operating  costs and to allow us to continue
as a going  concern.  External  capital will be required for us to continue as a
going concern.  We have no commitments or other sources of capital  available to
us. Our inability to continue as a going concern could result in you losing your
entire investment in our Company.

      WE WILL NEED TO RAISE ADDITIONAL CAPITAL TO CONTINUE OUR OPERATIONS

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

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

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

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

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

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

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

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

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

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

                                       14

<PAGE>

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

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

      OUR BUSINESS REVENUE GENERATION MODEL IS UNPROVEN AND COULD FAIL

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

      OUR OPERATIONS LACK DIVERSIFICATION

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

      CONSOLIDATIONS  IN THE WIRELESS  COMMUNICATIONS  INDUSTRY COULD  ADVERSELY
      AFFECT OUR BUSINESS

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

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

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

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

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

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

      o  general conditions in the wireless communications industry; and

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

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

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

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

                                       15

<PAGE>

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

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

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

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

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

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

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

                                       16

<PAGE>

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

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

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

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

                                       17

<PAGE>

                                    PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

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

      (b)  None.

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

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

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

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

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

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

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

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

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

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

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

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

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

      (d)  None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

      Not applicable.

                                       18

<PAGE>

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

      Not applicable.


ITEM 5.  OTHER INFORMATION

      Not applicable.

                                       19

<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a) EXHIBITS.

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

      (b) REPORTS ON FORM 8-K.

      No reports on Form 8-K were filed during the quarterly  period ended March
31, 2003.

                                       20

<PAGE>

                                   SIGNATURES

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

Date:  October 14, 2003                  ALLIANCE TOWERS, INC.

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

                                       21

<PAGE>

                                  CERTIFICATION

                             PURSUANT TO SECTION 302


      I, Robert Sandburg, certify that:

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

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

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

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

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

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

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

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

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

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

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


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

                                       22

<PAGE>

                                  CERTIFICATION

                             PURSUANT TO SECTION 302


      I, Michael Delin, certify that:

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

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

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

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

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

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

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

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

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

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

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


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

                                       23

<PAGE>

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


      In connection  with the  Quarterly  Report of Alliance  Towers,  Inc. (the
"Company") on Form 10-QSB for the period ended March 31, 2003, as filed with the
Securities and Exchange  Commission on the date hereof (the  "Report"),  each of
the  undersigned,  in the capacities and on the dates  indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

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

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


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

                                       24

<PAGE>

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


      In connection  with the  Quarterly  Report of Alliance  Towers,  Inc. (the
"Company") on Form 10-QSB for the period ended March 31, 2003, as filed with the
Securities and Exchange  Commission on the date hereof (the  "Report"),  each of
the  undersigned,  in the capacities and on the dates  indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

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

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


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

                                       25