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


                                   FORM 10-QSB

(MARK ONE)

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

                  For the quarterly period ended JUNE 30, 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 of Incorporation    (I.R.S. Employer Identification
                or Organization)                                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

                                       2
<PAGE>

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

                              FINANCIAL STATEMENTS

                       JUNE 30, 2002 AND DECEMBER 31, 2001


                                       3
<PAGE>
<TABLE>
<CAPTION>

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

                           ASSETS
                           ------
                                                              June 30,    December 31,
                                                                2002        2001
                                                              ----------  ------------
                                                             (Unaudited)
<S>                                                          <C>         <C>
CURRENT ASSETS
 Restricted cash                                             $    2,459  $        -
                                                             ----------  ----------
  TOTAL ASSETS                                               $    2,459  $        -
                                                             ==========  ==========

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

CURRENT LIABILITIES
 Accounts payable                                            $   88,184  $   52,805
 Note payable - related party                                    95,150      95,150
 Interest payable - related party                                 8,779       5,005
                                                             ----------  ----------
  Total Current Liabilities                                     192,113     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; 96,672,000 and 96,552,000 shares
 issued and outstanding, respectively                            99,672      96,552
 Additional paid-in capital                                     668,828     606,948
 Stock subscription receivable                                 (55,000)           -
 Deficit accumulated during the development stage             (903,154)   (856,460)
                                                             ----------  ----------
  Total Stockholders' Equity (Deficit)                        (189,654)   (152,960)
                                                             ----------  ----------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)       $    2,459  $        -
                                                             ==========  ==========

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


                                       4
<PAGE>

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

<TABLE>
<CAPTION>

                                                                                 From
                                                                               Inception
                                 For the                 For the                on July
                           Three Months Ended       Six Months Ended           10, 1997
                                June 30,                June 30,                Through
                         -----------------------   -----------------------      June 30,
                            2002        2001        2002        2001             2002
                         ----------   ----------   ----------   ----------    ----------

<S>                     <C>          <C>          <C>          <C>          <C>
REVENUES                $            $            $            $            $

EXPENSES
 Bad debt-stock
  subscription
  receivable                     -            -            -       23,333       23,333
 Bad debt-related party          -            -            -      457,217      457,217
 General and
  administrative             19,490       25,429       42,919      166,627      466,991
                         ----------   ----------   ----------   ----------    ----------

  Total Expenses             19,490       25,429       42,919      647,177      947,547
                         ----------   ----------   ----------   ----------    ----------

LOSS FROM OPERATIONS       (19,490)     (25,429)     (42,919)    (647,177)    (947,547)
                         ----------   ----------   ----------   ----------    ---------

OTHER (EXPENSE) INCOME
 Interest expense           (1,899)            -      (3,775)            -      (8,780)
 Interest income                  -            -            -            -       53,173
                         ----------   ----------   ----------   ----------    ---------
  Total Other
   (Expense) Income         (1,899)            -            -            -       44,393
                         ----------   ----------   ----------   ----------    ---------
NET LOSS                $  (21,389)  $  (25,429)  $  (46,694)  $ (647,177)  $ (903,154)
                         ==========  ===========   ==========  ===========    =========

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

WEIGHTED AVERAGE
 NUMBER OF SHARES        97,586,664  117,012,000   97,078,409  118,868,017
                         ==========  ===========   ==========  ===========

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

                                       5
<PAGE>

                              ALLIANCE TOWERS, INC.
                         (Formerly USWEBAUCTIONS, INC.)
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)
              From Inception on July 10, 1997 Through June 30, 2002
<TABLE>
<CAPTION>



                                                                                    Deficit
                                                                                  Accumulated
                                   Common Stock        Additional    Stock        During the
                              ----------------------    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)
                              -----------   --------   ----------  ---------   ----------

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

                                       6
<PAGE>


                                   ALLIANCE TOWERS, INC.
                               (Formerly USWEBAUCTIONS, INC.)
                               (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit) (Continued)
                   From Inception on July 10, 1997 Through June 30, 2002


<TABLE>
<CAPTION>
                                                                                                                   Deficit
                                                                                                                 Accumulated
                                                     Common Stock                 Additional       Stock         During the
                                               --------------------                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)

Common stock issued for cash
 and subscriptions
 receivable at $0.02 per
 share on June 11, 2002
(unaudited)                                         5,520,000         5,520         109,480        (55,000)               -

Cancellation of stock at
 $0.02 per share on June 26,
 2002 (unaudited)                                  (2,400,000)       (2,400)        (47,600)             -                -

Net loss for the six months
 ended June 30, 2002
  (unaudited)                                               -             -               -              -          (46,694)
                                                --------------   -----------    ------------    -----------    -------------
Balance, June 30, 2002
 (unaudited)                                       99,672,000    $   99,672     $   668,828     $  (55,000)       $(903,154)
                                                ==============   ===========    ============    ===========    =============

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

                                       7
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                    From
                                                                                  Inception
                                                         For the                   on July
                                                    Six Months Ended              10, 1997
                                                        June 30,                   Through
                                                   --------------------------      June 30,
                                                        2002           2001          2002
                                                   -----------    -----------    -----------
<S>                                                <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                          $  (46,694)    $ (647,177)    $ (903,154)
 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             (14,621)        (7,627)         38,184
  Increase in interest payable - related party           3,774              -          8,779
                                                   -----------    -----------    -----------
   Net Cash (Used) by Operating Activities            (57,541)       (82,779)      (335,340)
                                                   -----------    -----------    -----------
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               -         45,676        217,276
                                                   -----------    -----------    -----------
  Net Cash Provided (Used) by Investing
   Activities                                                -         95,676      (489,876)
                                                   -----------    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Change in bank overdraft                                    -       (12,897)              -
 Proceeds from cash on note payable - related
  party                                                      -              -         95,150
 Stock offering costs                                        -              -       (60,000)
 Issuance of stock for cash                             60,000              -        792,525
                                                   -----------    -----------    -----------
  Net Cash Provided by Financing Activities             60,000       (12,897)        827,675
                                                   -----------    -----------    -----------
NET INCREASE IN CASH                                     2,459              -          2,459

CASH AT BEGINNING OF PERIOD                                  -              -              -
                                                   -----------    -----------    -----------
CASH AT END OF PERIOD                              $     2,459    $         -    $     2,459
                                                   ===========    ===========    ===========
</TABLE>

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


                                       8
<PAGE>

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

<TABLE>
<CAPTION>

                                                                              From
                                                                            Inception
                                                         For the             on July
                                                    Six Months Ended        10, 1997
                                                        June 30,             Through
                                                    --------------------    June 30,
                                                      2002        2001        2003
                                                    --------    --------   -----------
<S>                                                <C>         <C>         <C>
CASH PAYMENTS FOR:
 Income taxes                                      $      -    $      -    $        -
 Interest                                          $      -    $      -    $        -

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
 Common stock issued for a stock subscription
  receivable                                       $ 55,000    $      -    $   55,000
 Common stock issued for services                  $      -    $ 91,475    $   93,475
 Cancellation of common stock                      $ 50,000    $      -    $  112,500

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

                                       9
<PAGE>

                              ALLIANCE TOWERS, INC.
                         (Formerly USWEBAUCTIONS, INC.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                       June 30, 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  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 six months ended June 30, 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.

On June 11, 2002, the Company issued  5,520,000  shares of common stock at $0.02
per share for cash of $60,000 and a stock subscription of $55,000 for a total of
$115,000.

                                       10
<PAGE>

NOTE 3 -    STOCK TRANSACTIONS (CONTINUED)

On June 26, 2002,  the Company  canceled  the  issuance of  2,400,000  shares of
common stock at $0.02 per share or $50,000. The $50,000 was refunded on July 25,
2002 and is included in accounts payable at June 30, 2002.

NOTE 4-     SUBSEQUENT EVENTS

On July 9,  2002,  the  Company  collected  $55,000  on the  stock  subscription
receivable.

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.

                                       11
<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


                                       12
<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 June 30,  2002,  we had total  assets of  approximately
$2,459 and had current liabilities of approximately $192,113.

     INCOME  STATEMENT.  We have not had any revenue since  inception.  Our main
operating  expenses  consist  of the  costs  of  complying  with  the  reporting
requirements of the Securities Act of 1933, including legal and accounting fees.
For the six months  ended June 30,  2002,  we  recorded  $19,490 in general  and
administrative  expenses.  For the six months ended June 30, 2002,  our net loss
was $21,389.

PLAN OF OPERATION

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

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

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

     CHANGES  IN  NUMBER  OF  EMPLOYEES.  Our  Company  currently  has  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.


                                       13
<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.

        On June 11, 2002, we issued  5,520,000  shares of common stock valued at
$0.02 per share for cash of $60,000  and a stock  subscription  of $55,000 for a
total of $115,000.

        On June 26,  2002,  we canceled  the  issuance of  $2,400,000  shares of
common stock  valued at $0.02 per share or $50,000.  The $50,000 was refunded on
July 25, 2002 and is included in our accounts payable at June 30, 2002.

        (d)  None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        Not applicable.

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

        Not applicable.

                                       14
<PAGE>


ITEM 5. OTHER INFORMATION

        Not applicable.

                                       15
<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   Incorporated by reference to Exhibit
          of January 27, 2000 among our       2.01 to our company's Registration
          company, Lido Capital Corporation,  Statement on Form 10-SB filed with
          Eric P. Littman and Dennis Sturm    the Securities and Exchange
                                              Commission on February 24, 2000

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

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

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

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

  3.02    Articles of Amendment to Articles   Incorporated by reference to Exhibit
          of Incorporation                    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 June
30, 2002.

                                       16
<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

                                       17
<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


                                       18
<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

                                       19
<PAGE>

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


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

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

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


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

                                       20
<PAGE>

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


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

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

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


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

                                       21