U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-KSB

(MARK ONE)

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

                   For the fiscal year ended December 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 Incorporation           (I.R.S. Employer
            or Organization)                            Identification No.)

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

                                 (941) 927-2778
                                 --------------
                (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)

           Securities registered pursuant to Section 12(b) of the Act:

        Title of each class     Name of each exchange on which registered
                None                              None

           Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                                  ------------
                                (Title of class)

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

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B not contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in the definitive proxy or
information statement incorporated by reference in Part III of this Form 10-KSB
or amendment to Form 10-KSB. [ ]

         The issuer generated $1,919 of revenues during its most recent fiscal
year. The aggregate market value of the Company's voting stock held by
non-affiliates as of April 2, 2004 was approximately $9,513,200.00 based on the
average closing bid and asked prices of such stock on that date as quoted on the
"pink sheets." There were 1,135,672,000 shares of Common Stock outstanding as of
April 12, 2004. This number does not include outstanding options to purchase
shares of Common Stock of the issuer.


<PAGE>

                                     PART I

Forward-Looking Statements And Associated Risks

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

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

ITEM 1.  DESCRIPTION OF BUSINESS


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.



                                       2
<PAGE>

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

         We anticipate continuing to develop 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.

         As of December 31, 2003, we have completed construction of the
following sites:

         Ousley Tower Facility

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

         Norman Tower Facility

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

         Pineboro Tower Facility

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



                                       3
<PAGE>

         As of December 31, 2003, we are developing the below-listed sites:

         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 2nd quarter of calendar year 2004.

         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 3rd 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 2nd quarter of calendar year 2004.

         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 executed. The facility is in construction.



                                       4
<PAGE>

         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 2nd quarter of calendar year
2004.

         The tower facilities currently in development are guyed tower
facilities with tower structures ranging between two hundred sixty feet (260
ft.) and three hundred sixty feet (360 ft.) in height. Both the compound areas
and towers are designed to accommodate 4 to 5 wireless carries. The only
exceptions to this criteria is the Georgetown Facility, that is designed for 4
carries and the Georgetown County Emergency Service's equipment and the Line
Facility that will have a 195 ft. monopole structure designed to accommodate
three wireless carries.

         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, Cingular 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.

Financial Performance

         We have historically lost money. For the year ended December 31, 2003,
we sustained losses of $279,689. Since our inception on December 3, 2002, we
sustained losses of $290,049. Our independent auditors have noted that we have
not established revenues sufficient to cover our operating costs and allow us to
continue as a going concern. Accordingly, we may experience significant
liquidity and cash flow problems if we are not able to raise additional capital
as needed and on acceptable terms. For more information concerning our financial
performance, please see "Management's Discussion and Analysis or Plan of
Operation."

ITEM 2.  DESCRIPTION OF PROPERTY

         Currently our corporate headquarters are located at 4333 South Tamiami
Trail, Suite F, Sarasota, Florida 34321. Our corporate headquarters occupies
about 300 square feet pursuant to a month-to-month lease, which can be
terminated upon 60 days prior notice.

         A description of our tower facilities and properties is described in
"Item 1. Description of Business."

ITEM 3.  LEGAL PROCEEDINGS

         None.

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

         There were no matters submitted to a vote of our security holders
during the year ended December 31, 2003.



                                       5
<PAGE>

                                     PART II


ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our Company's common stock began trading on the "pink sheets" on
November 16, 1999, under the symbol "AUUI" and was changed to "ALLC" on March
15, 2003. The Company's high and low bid prices by quarter during 2001, 2002 and
2003 are as follows:

                                                      Calendar Year 2002(2)
                                                      ---------------------
                                                    High Bid         Low Bid
                                                    --------         -------
    First Quarter                                    $0.10            $0.09
    Second Quarter                                   $0.15            $0.10
    Third Quarter                                    $0.15            $0.05
    Fourth Quarter                                   $0.15            $0.01


                                                       Calendar Year 2003(3)
                                                       ---------------------
                                                     High Bid         Low Bid
                                                     --------         -------
     First Quarter                                    $0.04            $0.02
     Second Quarter                                   $0.04            $0.04
     Third Quarter                                    $0.05            $0.01
     Fourth Quarter                                   $0.06            $0.02


-----------
(1)      These quotations reflect inter-dealer prices, without retail mark-up,
         mark-down or commission, and may not necessarily represent actual
         transactions.

Holders Of Common Stock

         On April 1, 2004, our Company had approximately 91 shareholders of
record.

Dividends

         We have not paid dividends in the past on any class of stock and we do
not anticipate paying dividends in the foreseeable future.

Sales Of Unregistered Securities

         On February 13, 2003, we issued 1,036,000,000 shares of our common
stock in connection with our share exchange with Alliance Towers, Inc. In
return, we received all of the issued and outstanding shares of Alliance Towers,
Inc. These shares of common stock were valued at $0.001 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.

ITEM 6.  MANAGEMENT'S PLAN OF OPERATION AND DISCUSSION AND ANALYSIS


Overview

         We have been in the development stage since inception and have
undertaken limited business operations to date. As of December 31, 2003, we had
$33 cash on hand. 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.



                                       6
<PAGE>

         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 and South Carolina. 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
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.

         Balance Sheet. At December 31, 2003, we had total assets of
approximately $638,009 and had current liabilities of approximately $1,095,108.

         Income Statement. For the year ended December 31, 2003, we had revenue
of $1,919, as compared to revenue of $0 for the year ended December 31, 2002.
This increase is attributable to three cellular wireless towers, which were
completed in mid-December 2003. Our main operating expenses consist of payroll
expenses, consulting expenses and the costs of complying with the reporting
requirements of the Securities Act of 1933, including legal and accounting fees.
For the year ended December 31, 2003, we recorded $270,240 in Total Operating
Expenses, consisting of $107,000 in payroll expenses, $60,000 in consulting
expenses, $22,116 in general and administrative expenses, $80,302 in
professional fees and $804 in depreciation expense. We also incurred $11,368 for
a net loss for the year-end December 31, 2003 of 279,689. For the year ended
December 31, 2002 our net loss was $10,360.

Recent Accounting Pronouncements

         o        SFAS No. 149, Amendment of Statement 133 on Derivative
                  Instruments and Hedging Activities;

         o        SFAS No. 150, Accounting for Certain Financial Instruments
                  with Characteristics of Both Liabilities and Equity;

         o        FASB Interpretation No. 45, Guarantor's Accounting and
                  Disclosure Requirements for Guarantees, Including Indirect
                  Guarantees of Indebtedness of Others - an Interpretation of
                  FASB Statements No. 5, 57 and 107;

         o        FASB Interpretation No. 46, Consolidation of Variable Interest
                  Entities.

         o        EITF Issues No. 00-21, 01-8, 02-3, 02-9, 02-17, 02-18, 03-1,
                  03-5, 03-7, 03-10 and 02-16.


Results Of Operations For The Year Ended December 31, 2003, As Compared To The
Year Ended December 31, 2002

         Revenues. For the year ended December 31, 2003, we had revenues of
$1,919, as compared to revenues of $0 for the year ended December 31, 2002. This
increase is attributable to lease proceeds we received on recently completed
tower facilities.

         Operating expenses. For the year ended December 31, 2003, we had total
operating expenses of $270,240, as compared to total operating expenses of
$10,360 for the year ended December 31, 2002, an increase of $259,880 or
2,608.5%. This increase is primarily attributable to increased payroll expenses,
professional fees and consulting expenses that were incurred as a result of our
development of tower facilities for the wireless communications industry.

         Net Income (Loss). For the year ended December 31, 2003, we had a net
loss of $279,689, as compared to a net loss of $10,360 for the year ended
December 31, 2002, an increase of $269,329 or 2,699.7%. This increase is
primarily attributable to the increased operating expenses that we incurred as a
result of our development of tower facilities for the wireless communications
industry.



                                       7
<PAGE>

Liquidity And Capital Resources

         As of December 31, 2003, we had $33 cash-on-hand. Our total current
liabilities exceed our current assets.

Working Capital

         We had a net working capital deficit of $1,043,756 for the year-end
December 31, 2003, as compared to a net working capital deficit of $3,550 for
the year ended December 31, 2002, an increase of $1,040,206. The increase in
working capital deficit was a result of three communication towers being
completed and accumulation of payroll and other expenses in the year ended
December 31, 2003.

Cash Flow from Operating Activities

         Net cash used by operating activities for the year ended December 31,
2003 was $69,112, as compared to net cash used by operating activities of $0 for
December 31, 2002. The increase is due to the increase in business activity
after entering the communication tower industry subsequent to the share exchange
transaction in February 2003 with Alliance Towers, Inc.

Cash Flow from Investing Activities

         Net cash used by investing activities for the year ended December 31,
2003 was $587,461.

Cash Flow from Financing Activities

         Net cash provided by financing activities for the year ended December
31, 2003 was $656,606, as compared to $0 for December 31, 2002. Through the
issuance of note payable and the accumulation of accounts payables we were
capable of completing three communication towers.

         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.

         On December 12, 2003, we entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners, LP. Pursuant to the Standby Equity
Distribution Agreement, we may, at our discretion, periodically issue and sell
to Cornell Capital Partners shares of common stock for a total purchase price of
$10.0 million. The amount of each advance is subject to an aggregate maximum
advance amount of $450,000 in any thirty-day period, provided that each advance
may not exceed $150,000. Cornell Capital Partners will purchase shares of our
common stock for a 1% discount to the lowest closing bid price of our common
stock for the 5 days immediately following the notice date. In addition, Cornell
Capital Partners will retain 4% of each advance under the Standby Equity
Distribution Agreement and receive a one-time commitment fee of $490,000,
payable by the issuance of a convertible debenture. Cornell Capital Partners
intends to sell any shares purchased under the Standby Equity Distribution
Agreement at the then prevailing market price.

         Changes in Number of Employees. 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 the
remainder of 2004 and beyond. As of the date hereof, we do not anticipate hiring
any employees.

Going Concern Opinion

         Our independent auditors have added an explanatory paragraph to their
audit opinions issued in connection with the 2003 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.



                                       8
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

         Our financial statements appear beginning at page F-1.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS OR ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.

ITEM 8A.  CONTROLS AND PROCEDURES

         Annual Evaluation Of The Company's Disclosure Controls And Internal
Controls. Within the 90 days prior to the date of this Annual Report on Form
10-KSB, the Company evaluated the effectiveness of the design and operation of
its "disclosure controls and procedures" (Disclosure Controls), and its
"internal controls and procedures for financial reporting" (Internal Controls).
This evaluation (the Controls Evaluation) was done under the supervision and
with the participation of management, including our Chief Executive Officer
(CEO) and Chief Financial Officer (CFO). Rules adopted by the SEC require that
in this section of the Annual Report we present the conclusions of the CEO and
CFO about the effectiveness of our Disclosure Controls and Internal Controls
based on and as of the date of the Controls Evaluation.

         CEO and CFO Certification. Appearing immediately following the
Signatures section of this Annual Report there are two separate forms of
"Certifications" of the CEO and CFO. The second form of Certification is
required in accord with Section 302 of the Sarbanes-Oxley Act of 2002 (the
Section 302 Certification). This section of the Annual Report which you are
currently reading is the information concerning the Controls Evaluation referred
to in the Section 302 Certifications and this information should be read in
conjunction with the Section 302 Certifications for a more complete
understanding of the topics presented.

         Disclosure Controls And Internal Controls. Disclosure Controls are
procedures that are designed with the objective of ensuring that information
required to be disclosed in our reports filed under the Securities Exchange Act
of 1934 (Exchange Act), such as this Annual Report, is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's (SEC) rules and forms. Disclosure Controls are also
designed with the objective of ensuring that such information is accumulated and
communicated to our management, including the CEO and CFO, as appropriate to
allow timely decisions regarding required disclosure. Internal Controls are
procedures which are designed with the objective of providing reasonable
assurance that (1) our transactions are properly authorized; (2) our assets are
safeguarded against unauthorized or improper use; and (3) our transactions are
properly recorded and reported, all to permit the preparation of our financial
statements in conformity with generally accepted accounting principles.

         Limitations On The Effectiveness Of Controls. The Company's management,
including the CEO and CFO, does not expect that our Disclosure Controls or our
Internal Controls will prevent all error and all fraud. A control system, no
matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, control may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.

         Scope Of The Controls Evaluation. The CEO and CFO evaluation of our
Disclosure Controls and our Internal Controls included a review of the controls'
objectives and design, the controls' implementation by the Company and the
effect of the controls on the information generated for use in this Annual
Report. In the course of the Controls Evaluation, we sought to identify data
errors, controls problems or acts of fraud and to confirm that appropriate
corrective action, including process improvements, were being undertaken. This
type of evaluation will be done on a Annual basis so that the conclusions
concerning controls effectiveness can be reported in our Annual Reports on Form
10-KSB and Annual Report on Form 10-KSB. Our Internal Controls are also
evaluated on an ongoing basis by our independent auditors in connection with
their audit and review activities. The overall goals of these various evaluation
activities are to monitor our Disclosure Controls and our Internal Controls and
to make modifications as necessary; our intent in this regard is that the
Disclosure Controls and the Internal Controls will be maintained as dynamic
systems that change (including with improvements and corrections) as conditions
warrant.



                                       9
<PAGE>

         Among other matters, we sought in our evaluation to determine whether
there were any "significant deficiencies" or "material weaknesses" in the
Company's Internal Controls, or whether the Company had identified any acts of
fraud involving personnel who have a significant role in the Company's Internal
Controls. This information was important both for the Controls Evaluation
generally and because items 5 and 6 in the Section 302 Certifications of the CEO
and CFO require that the CEO and CFO disclose that information to our Board of
Directors and to our independent auditors and to report on related matters in
this section of the Annual Report. In the professional auditing literature,
"significant deficiencies" are referred to as "reportable conditions"; these are
control issues that could have a significant adverse effect on the ability to
record, process, summarize and report financial data in the financial
statements. A "material weakness" is defined in the auditing literature as a
particularly serious reportable condition where the internal control does not
reduce to a relatively low level the risk that misstatements caused by error or
fraud may occur in amounts that would be material in relation to the financial
statements and not be detected within a timely period by employees in the normal
course of performing their assigned functions. We also sought to deal with other
controls matters in the Controls Evaluation, and in each case if a problem was
identified, we considered what revision, improvement and/or correction to make
in accord with our on-going procedures.

         In accord with SEC requirements, the CEO and CFO notes that, since the
date of the Controls Evaluation to the date of this Annual Report, there have
been no significant changes in Internal Controls or in other factors that could
significantly affect Internal Controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.

         Conclusions. Based upon the Controls Evaluation, our CEO and CFO has
concluded that, subject to the limitations noted above, our Disclosure Controls
are effective to ensure that material information relating to the Company is
made known to management, including the CEO and CFO, particularly during the
period when our periodic reports are being prepared, and that our Internal
Controls are effective to provide reasonable assurance that our financial
statements are fairly presented in conformity with generally accepted accounting
principles.



                                       10
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003



                                      F-1
<PAGE>

                                 C O N T E N T S

Independent Auditors' Report                                      F-3

Consolidated Balance Sheet                                        F-4

Consolidated Statements of Operations                             F-5

Consolidated Statements of Stockholders' Equity (Deficit)         F-6

Consolidated Statements of Cash Flows                             F-7

Notes to the Financial Statements                                 F-9







                                      F-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors
Alliance Towers, Inc. and Subsidiary
(A Development Stage Company)
Sarasota, Florida

We have audited the accompanying consolidated balance sheet of Alliance Towers,
Inc. and Subsidiary (a development stage company) as of December 31, 2003 and
the related consolidated statements of operations, stockholders' equity
(deficit), and cash flows for the years ended December 31, 2003 and 2002 and
from inception on December 3, 2002 through December 31, 2003. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Alliance Towers, Inc. and Subsidiary (a development stage company) as of
December 31, 2003 and the results of their operations and their cash flows for
the years ended December 31, 2003 and 2002 and from inception on December 3,
2002 through December 31, 2003 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company's recurring losses from
operations raises substantial doubt about its ability to continue as a going
concern. Management's plans concerning these matters are also described in Note
2. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

HJ & Associates, LLC
Salt Lake City, Utah
March 23, 2004



                                      F-3
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                           Consolidated Balance Sheet

                                     ASSETS

<TABLE>
<CAPTION>
                                                                          December 31,
                                                                              2003
                                                                          -----------
CURRENT ASSETS
<S>                                                                       <C>
  Cash                                                                    $        33
  Deposits                                                                     39,000
  Accounts receivable                                                           1,919
  Note receivable                                                              10,400
                                                                          -----------
    Total Current Assets                                                       51,352
                                                                          -----------
PROPERTY AND EQUIPMENT, NET (Note 8)                                          586,657
                                                                          -----------
TOTAL ASSETS                                                              $   638,009
                                                                          ===========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

  Accounts payable                                                        $    75,655
  Accounts payable - related parties (Note 5)                                 698,729
  Deferred compensation                                                       107,000
  Notes payable - related parties (Note 5)                                     95,150
  Interest payable - related parties (Note 5)                                  20,229
  Notes payable (Note 6)                                                       94,644
  Interest payable                                                              3,701
                                                                          -----------
    Total Current Liabilities                                               1,095,108
                                                                          -----------
STOCKHOLDERS' EQUITY (DEFICIT)


  Preferred stock authorized: 10,000,000 shares
    at $0.001 par value; no shares issued and outstanding                          --
  Common stock authorized: 5,000,000,000 common shares
    at $0.001 par value; 1,135,672,000 shares issued and outstanding        1,135,672
  Additional paid-in capital (deficit)                                     (1,302,722)
  Deficit accumulated during the development stage                           (290,049)
                                                                          -----------
    Total Stockholders' Equity (Deficit)                                     (457,099)
                                                                          -----------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                  $   638,009
                                                                          ===========
</TABLE>



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



                                      F-4
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                                         From
                                                                                      Inception on
                                                             For the                   December 3,
                                                           Years ended                2002 through
                                                           December 31,                December 31,
                                                ----------------------------------    ---------------
                                                     2003               2002               2003
                                                ---------------    ---------------    ---------------
<S>                                             <C>                <C>                <C>
REVENUES                                        $         1,919    $            --    $         1,919
                                                ---------------    ---------------    ---------------
OPERATING EXPENSES

  Professional fees                                      80,320              3,550             83,870
  Consulting expenses                                    60,000              6,810             66,810
  Payroll expenses                                      107,000                 --            107,000
  General and administrative                             22,116                 --             22,116
  Depreciation expense                                      804                 --                804
                                                ---------------    ---------------    ---------------
    Total Operating Expenses                            270,240             10,360            280,600
                                                ---------------    ---------------    ---------------
Loss from operations                                   (268,321)           (10,360)          (278,681)
                                                ---------------    ---------------    ---------------
OTHER EXPENSES

  Interest expense                                      (11,368)                --            (11,368)
                                                ---------------    ---------------    ---------------
    Total Other Expenses                                (11,368)                --            (11,368)
                                                ---------------    ---------------    ---------------
NET LOSS                                        $      (279,689)   $       (10,360)   $      (290,049)
                                                ===============    ===============    ===============

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

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING     1,123,656,745      1,036,000,000
                                                ===============    ===============
</TABLE>


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



                                      F-5
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>
                                                                                                       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                                             --              --           3,550               --

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

Net loss for the year ended December 31, 2003                  --              --              --         (279,689)
                                                    -------------   -------------   -------------    -------------
Balance, December 31, 2003                          1,135,672,000   $   1,135,672   $  (1,302,722)   $    (290,049)
                                                    =============   =============   =============    =============
</TABLE>

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




                                      F-6
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                                    From
                                                                                                Inception on
                                                                              For the            December 3,
                                                                            Years ended         2002 Through
                                                                            December 31,         December 31,
                                                                          2003         2002         2003
                                                                        ---------    ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                     <C>          <C>          <C>
  Net loss                                                              $(279,689)   $ (10,360)   $(290,049)
  Adjustments to reconcile net loss to net cash used by operating
    activities:
    Issuance of common stock for consulting fees                               --        6,810        6,810
    Depreciation                                                              804           --          804
  Changes in operating assets and liability accounts:
    (Increase) in deposits                                                (39,000)          --      (39,000)
    (Increase) in accounts receivable                                      (1,919)          --       (1,919)
    (Increase) in notes receivable                                        (10,400)          --      (10,400)
    Increase in deferred compensation                                     107,000           --      107,000
    Increase (decrease) in accounts payable and accounts
      payable-related parties                                             142,779        3,550      146,329
    Increase in interest payable and interest payable-related parties      11,313           --       11,313
                                                                        ---------    ---------    ---------
      Net Cash Used by Operating Activities                               (69,112)          --      (69,112)
                                                                        ---------    ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES

  Investment in property and equipment                                   (587,461)          --     (587,461)
                                                                        ---------    ---------    ---------
    Net Cash Used by Investing Activities                                (587,461)          --     (587,461)
                                                                        ---------    ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES

  Increase in accounts payable-related party                              561,962           --      561,962
  Proceeds from notes payable                                              94,644           --       94,644
                                                                        ---------    ---------    ---------
    Net Cash Provided by Financing Activities                             656,606           --      656,606
                                                                        ---------    ---------    ---------
NET INCREASE IN CASH                                                           33           --           33

CASH AT BEGINNING OF PERIOD                                                    --           --           --
                                                                        ---------    ---------    ---------
CASH AT END OF PERIOD                                                   $      33    $      --    $      33
                                                                        =========    =========    =========
</TABLE>


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



                                      F-7
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                Consolidated Statements of Cash Flows (Continued)

<TABLE>
<CAPTION>
                                                                                                  From
                                                                                               Inception on
                                                                             For the            December 3,
                                                                           Years ended         2002 Through
                                                                            December 31,        December 31,
                                                                         2003          2002        2003
                                                                       ----------   ----------   ---------
SUPPLEMENTAL CASH FLOW INFORMATION
CASH PAYMENTS FOR:
<S>                                                                    <C>          <C>          <C>
  Income taxes                                                         $      --    $       --   $      --
  Interest                                                             $      --    $       --   $      --

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:

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


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



                                      F-8
<PAGE>

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

                           December 31, 2003 and 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.  Organization

August Project I Corporation (the `Company') was organized July 10, 1997 under
the laws of the State of Florida for the purpose of engaging in any lawful
activity. On April 20, 2000, the Company's name was changed to USWEBAUCTIONS,
INC., in connection with a failed acquisition of USWEBAUCTIONS, INC., a private
company. The Company has had no significant operations since inception and is
considered a development stage company in accordance with Statement of Financial
Accounting Standards No. 7. On February 4, 2003, the Company's name was changed
to Alliance Towers, Inc., in connection with the acquisition of Alliance Tower,
Inc., a private Company (`Alliance').

Alliance was incorporated in the state of Nevada on December 3, 2002 for the
purpose of developing, owning, and managing tower facilities for the wireless
telecommunications industry.

On February 13, 2003, the Company consummated a share exchange transaction with
Alliance, whereby the Company issued 1,036,000,000 shares of its common stock in
exchange for all the outstanding common stock of Alliance. Alliance was treated
as the acquiring entity for accounting purposes and the Company was treated as
the surviving entity for legal purposes. The Company is 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.

b.  Provision for Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely that not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the following components as of December 31,
2003 and 2002:

                               2003         2002
                            ---------    ---------
Deferred tax assets

  NOL carryover             $ 193,100    $ 107,980
  Related party                 7,900

Deferred tax liabilities:

  Related party                    --      (57,000)
  Depreciation                 (7,800)          --

Valuation allowance          (193,200)     (50,980)
                            ---------    ---------
Net deferred tax asset      $      --    $      --
                            =========    =========


                                      F-9
<PAGE>

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

                           December 31, 2003 and 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

b. Provision for Taxes (Continued)

The income tax provision differs from the amount of income tax determined by
applying the U.S. federal income tax rate of 39% to pretax income from
continuing operations for the years ended December 31, 2003 and 2002 due to the
following:

                                  2003               2002
                               ---------          ---------
Book (loss)                    $(109,075)         $ (34,886)
Related party accruals             2,970             19,851
Depreciation                      (7,865)                --
Deferred Compensation             41,730                 --
Other                                148                 --
Valuation allowance               72,092             15,035
                               ---------          ---------
                               $      --          $      --
                               =========          =========

At December 31, 2003, the Company had net operating loss carryforwards of
approximately $495,000 that may be offset against future taxable income from the
year 2003 through 2023. No tax benefit has been reported in the December 31,
2003 consolidated financial statements since the potential tax benefit is offset
by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carryforwards for Federal income tax reporting purposes are
subject to annual limitations. Should a change in ownership occur, net operating
loss carryforwards may be limited as to use in future years.

c.  Accounting Method

The financial statements are prepared using the accrual method of accounting.
The Company has elected a calendar year end.

d.  Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

e.  Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.



                                      F-10
<PAGE>

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

                           December 31, 2003 and 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

f.  Basic Loss per Share

The following is an illustration of the reconciliation of the numerators and
denominators of the basic loss per share calculation:

<TABLE>
<CAPTION>
                                                                         For the
                                                                        Years Ended
                                                                        December 31,
                                                          ----------------------------------------
                                                               2003                     2002
                                                          ---------------          ---------------
<S>                                                       <C>                      <C>
Net loss (numerator)                                      $      (279,689)         $       (10,360)

Weighted average shares outstanding (denominator)           1,135,672,000            1,036,000,000
                                                          ---------------          ---------------
Basic loss per share                                      $         (0.00)         $         (0.00)
                                                          ===============          ===============
</TABLE>

Basic loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.

g.  Revenue Recognition

The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured.

h.  Advertising

The Company follows the policy of charging the costs of advertising to expense
as incurred.

i.  Long-Lived Assets

In accordance with SFAS No. 144, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of, long-lived assets, including
goodwill associated with other long-lived assets, are evaluated for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable.

j.  Fixed Assets

Fixed assets are recorded at cost. Major additions and improvements are
capitalized. Minor replacements, maintenance and repairs that do not increase
the useful life of the assets are expensed as incurred. Depreciation of property
and equipment is determined using the straight-line method over the expected
useful lives of 30 years.



                                      F-11
<PAGE>

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

                           December 31, 2003 and 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

k.  Recent Accounting Pronouncements

During the year ended December 31, 2003, the Company adopted the following
accounting pronouncements, which had no impact on the consolidated financial
statements or results of operations:

SFAS No. 149 -- In April 2003, the FASB issued SFAS No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities" which is
effective for contracts entered into or modified after June 30, 2003 and for
hedging relationships designated after June 30, 2003. This statement amends and
clarifies financial accounting for derivative instruments embedded in other
contracts (collectively referred to as derivatives) and hedging activities under
SFAS 133. The adoption of SFAS No. 149 did not have a material effect on the
consolidated financial statements of the Company.

SFAS No. 150 -- In May 2003, the FASB issued SFAS No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity" which is effective for financial instruments entered into or modified
after May 31, 2003, and is otherwise effective at the beginning of the first
interim period beginning after June 15, 2003. This Statement establishes
standards for how an issuer classifies and measures in its statement of
consolidated financial position certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances) because that financial instrument embodies an
obligation of the issuer. The adoption of SFAS No. 150 did not have a material
effect on the consolidated financial statements of the Company.

FASB Interpretation No. 45 -- "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others - an Interpretation of FASB Statements No. 5, 57 and 107". The initial
recognition and initial measurement provisions of this Interpretation are to be
applied prospectively to guarantees issued or modified after December 31, 2002.
The disclosure requirements in the Interpretation were effective for
consolidated financial statements of interim or annual periods ending after
December 15, 2002. The adoption of FASB Interpretation No. 45 did not have a
material effect on the consolidated financial statements of the Company.

FASB Interpretation No. 46 -- In January 2003, the FASB issued FASB
Interpretation No. 46 "Consolidation of Variable Interest Entities." FIN 46
provides guidance on the identification of entities for which control is
achieved through means other than through voting rights, variable interest
entities, and how to determine when and which business enterprises should
consolidate variable interest entities. This interpretation applies immediately
to variable interest entities created after January 31, 2003. It applies in the
first fiscal year or interim period beginning after June 15, 2003, to variable
interest entities in which an enterprise holds a variable interest that it
acquired before February 1, 2003. The adoption of FIN 46 did not have a material
impact on the Company's consolidated financial statements.



                                      F-12
<PAGE>

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

                           December 31, 2003 and 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

k. Recent Accounting Pronouncements (Continued)

During the year ended December 31, 2003, the Company adopted the following
Emerging Issues Task Force Consensuses: EITF Issue No. 00-21 "Revenue
Arrangements with Multiple Deliverables", EITF Issue No. 01 -8 " Determining
Whether an Arrangement Contains a Lease", EITF Issue No. 02-3 "Issues Related to
Accounting for Contracts Involved in Energy Trading and Risk Management
Activities", EITF Issue No. 02-9 "Accounting by a Reseller for Certain
Consideration Received from a Vendor", EITF Issue No. 02-17, "Recognition of
Customer Relationship Intangible Assets Acquired in a Business Combination",
EITF Issue No. 02-18 "Accounting for Subsequent Investments in an Investee after
Suspension of Equity Method Loss Recognition", EITF Issue No. 03-1, "The Meaning
of Other Than Temporary and its Application to Certain Instruments", EITF Issue
No. 03-5, "Applicability of AICPA Statement of Position 9702, `Software Revenue
Recognition' to Non-Software Deliverables in an Arrangement Containing More Than
Incidental Software", EITF Issue No. 03-7, "Accounting for the Settlement of the
Equity Settled Portion of a Convertible Debt Instrument That Permits or Requires
the Conversion Spread to be Settled in Stock", EITF Issue No. 03-10,
"Application of EITF Issue No. 02-16 by Resellers to Sales Incentives Offered to
Consumers by Manufacturers.

k.  Principles of Consolidation

The consolidated financial statements as of December 31, 2003 include those of
Alliance Towers, Inc. (the `Company') and its wholly-owned subsidiary, Alliance
Tower, Inc. (Alliance). All significant intercompany accounts and transactions
have been eliminated.

NOTE 2 - GOING CONCERN

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

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

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



                                      F-13
<PAGE>

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

                           December 31, 2003 and 2002

NOTE 3 - STOCK TRANSACTIONS

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 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.

On December 12, 2003, the Company entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners, LP. Pursuant to the Standby Equity
Distribution Agreement, the Company may, at its discretion, periodically issue
and sell to Cornell Capital Partners shares of common stock for a total purchase
price of $10 million. The amount of each advance is subject to an aggregate
maximum advance amount of $450,000 in any thirty-day period, provided that each
advance may not exceed $150,000. Cornell Capital Partners will purchase shares
of our common stock for a 1% discount to the lowest closing bid price of our
common stock for the 5 days immediately following the notice date. In addition,
Cornell Capital Partners will retain 4% of each advance under the Standby Equity
Distribution Agreement and receive a one-time commitment fee of $490,000,
payable by the issuance of a convertible debenture. Cornell Capital Partners
intends to sell any shares purchased under the Standby Equity Distribution
Agreement at the then-prevailing market price.

NOTE 4 - TOWER FACILITY AGREEMENTS

During the year ended December 31, 2003, the Company entered into eight letters
of intent for the Company to lease ground and tower space to lessees for
installation of equipment and antennas at its tower facilities 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 facilities.

As of December 31, 2003, the Company held site acquisition deposits totaling
$39,000 relating to the tower facilities.

During the year ended December 31, 2003, the Company entered into two lease
agreements for the Company to lease ground for an initial lease term of 5 years
with five 5 year extensions. Rent of $500 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.

During the year ended December 31, 2003, the Company entered into one lease
agreement for the Company to lease ground for an initial lease term of 5 years
with five 5 year extensions. Rent of $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.

NOTE 5 - RELATED PARTY TRANSACTIONS

Accounts Payable

As of December 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.



                                      F-14
<PAGE>

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

                           December 31, 2003 and 2002

NOTE 5 - RELATED PARTY TRANSACTIONS (Continued)

Accounts Payable (Continued)

As of December 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 December 31, 2003, the Company owed the President and CEO of the Company,
the CFO of the Company, and a significant stockholder of the Company $24,377,
$391 and $61,100, respectively, for expenses paid on behalf of the Company and
consulting services provided. The amounts are not accruing interest and are
payable on demand.

As of December 31, 2003, the Company owed a related company, in which its CEO is
a significant shareholder of the Company, $561,962 for services related to the
three new towers constructed during the year ended December 31, 2003.

Notes Payable and Interest Payable - Related Party

As of December 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 December 31, 2003 and 2002,
this note had accrued interest of $20,229 and $12,617, respectively.

NOTE 6-  NOTES PAYABLE

During the year ended December 31, 2003, the Company entered into several
unsecured notes payable with an unrelated party totaling $94,644 at 9% interest
with terms of one year. As of December 31, 2003, the Company recorded $3,701 in
accrued interest related to these notes.

NOTE 7- NOTE RECEIVABLE

During June 2003, the Company entered into an agreement to loan $100,000 to a
broadband service provider at 8.25% interest annually with 24 equal monthly
payments of $4,534 plus 5% of gross revenues of the broadband services in
conjunction with and starting at the same time as the beginning of the payments
and continuing for 5 years. Payments will begin six months after launching of
service. As of December 31, 2003, the total amount loaned to the broadband
service provider was $10,400.



                                      F-15
<PAGE>

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

                           December 31, 2003 and 2002

NOTE 8 - PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2003 and 2002 consists of the
following:

                                         December 31,
                                 ---------------------------
                                   2003              2002
                                 ---------          --------
Wireless towers                  $ 587,461          $     --
Accumulated depreciation              (804)               --
                                 ---------          --------
                                 $ 586,657          $     --
                                 =========          ========


During the years ended December 31, 2003 and 2002, the Company recorded
depreciation expense of $804 and $-0-, respectively.



                                      F-16
<PAGE>

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 1B(A) OF THE EXCHANGE ACT

         Information concerning our current executive officers and directors is
set forth in the following table:

        Name:              Age:  Position:
        Robert Sandburg    53    President, Chief Executive Officer and Director
        Michael Delin      40    Chief Financial Officer and Director


         Robert Sandburg. Mr. Robert Sandburg has served as President and Chief
Executive Officer of Alliance Towers, Inc. since February 2003. Mr. Sandburg has
over thirty-two years general management, engineering and construction
experience with large multinational corporations, as well as companies in their
early stages of development. Mr. Sandburg was the co-founder and a principal in
two telecommunications businesses and was a Director of Site Development during
the initial development and launch of services by Primeco Communications, now
Verizon Wireless. Mr. Sandburg has experience in the implementation and
development of management systems for start-up businesses. Prior to joining
Alliance Towers, Inc, Mr. Sandburg co-founded and was Chief Operating Officer
and Senior Vice President of RL Wireless, Inc. and Telecom Management
Corporation. Both RL Wireless and Telecom Management provided development,
engineering and construction services to the wireless communication industry.
From November 1999 to January 2000 Mr. Sandburg was President of the Sandburg
Group, a development and construction consulting firm. Prior to that, from May
1997 to November 1999, Mr. Sandburg was Senior Vice President and a principal of
OPM-USA/American Tower Corporation. Mr. Sandburg was responsible for the
operations of this tower development infrastructure company and the milestones
set under the purchase agreement for the seventy million dollar sale of OPM-USA
to American Tower. From June 1995 to April 1997, Mr. Sandburg held the position
of Director of Site Development for Primeco Communications (currently Verizon
Wireless) during its start-up and launch of PCS services in the southeast
region. From May 1982 to October 1994, Mr. Sandburg held numerous management
positions for Zurn/NEPCO, a wholly owned subsidiary of Zurn Industries. While at
Zurn/NEPCO, Mr. Sandburg served as Project Manager, Manager of Estimating/Cost
Control and Scheduling, Manager of Sales and Director of Business Development
both national and international. From 1980 through 1982, Mr. Sandburg was
Project Manager for GWI International overseeing the construction of the
Metrorail mass transit project in Miami, FL. Prior to GWI International, Mr.
Sandburg was Project Engineer from 1978 to 1980 for BOECON, the construction
subsidiary of the Boeing Companies. From 1970 to 1978, Mr. Sandburg held
engineering and management positions with Brown and Root Construction, J.A.
Jones Construction and Keith and Schnars Engineering Corporation. Mr. Sandburg
is licensed real estate agent in the state of Florida and sat on the Board of
Directors for the Florida Business Roundtable.

         Michael S. Delin. Mr. Delin has served as Chief Financial Officer of
Alliance Towers, Inc. since February 2003. Mr. Delin began his accounting career
as an Assistant Accountant for Gulf and Bay Club Condominium Association, Inc.
("Gulf Club") in 1989. In March 2002, Mr. Delin was appointed as the lead
Accountant of Gulf Club. Mr. Delin is also the sole proprietor and operator of
an accounting and tax preparation service. Mr. Delin was appointed as a
director, Chief Financial Officer and as Treasurer of Central Wireless, Inc. on
June 28, 2002, in connection with the acquisition of assets from KRC. Effective
March 5, 2003, Mr. Delin resigned as an officer and director of Central
Wireless, Inc. Mr. Delin is a graduate of the University of South Florida with a
Bachelor of Arts degree in Accounting.


Directors

         Our Board of Directors consists of three (3) seats. Directors serve for
a term of one (1) year and stand for election at an annual meeting of
stockholders. Pursuant to our Bylaws, a majority of directors may appoint a
successor to fill any vacancy on the Board of Directors.

Committees

         Our Company does not currently have any committees of the Board of
Directors.

Code Of Ethics

         Alliance Towers has adopted a formal code of ethics that applies to our
principal executive officer and principal accounting officer, all other
officers, directors and employees. This code of ethics is filed with the
Securities and Exchange Commission as an exhibit to this filing.




                                       11
<PAGE>


Compensation of Directors

         Members of our Company's Board of Directors do not receive cash or
share-based compensation.

Compliance with Section 16(A) of the Securities Act of 1934

         Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers, and persons who own more than 10% of a
registered class of our equity securities to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other of our equity securities. Officers,
directors and greater than 10% shareholders are required by Securities and
Exchange regulations to furnish us copies of all Section 16(a) forms they file.

         To our knowledge, based solely on a review of the copies of such
reports furnished to us and written representations that no other reports were
required during the fiscal year ended December 31, 2003, all Section 16(a)
filing requirements applicable to our officers, directors and greater than 10%
beneficial owners were complied with.

ITEM 10.  EXECUTIVE COMPENSATION

         The following table provides information about the compensation paid by
our Company to its Chief Executive Officer and all other current executive
officers who were serving as executive officers at the end of 2003 and who
received in excess of $100,000:

<TABLE>
<CAPTION>
                                           Annual Compensation                   Long-Term Compensation
                                        -----------------------  -----------------------------------------------------
                                                                 Other Annual   Restricted   Securities
                                                                 Compensation    Stock     Underlying     All Other
     Name and Principal                     Salary      Bonus        ($)        Award(s)      Options     Compensation
     Position(s)                  Year        ($)        ($)                       ($)         (#s)           ($)
     ------------------           ----      ------      -----        ---        --------      -------     ------------
<S>                               <C>      <C>
     Robert Sandburg (1)          2003     65,000        --             --            --          --              --
     Chief Executive Officer and  2002         --        --             --            --          --              --
     President                    2001         --        --             --            --          --              --

     Earl T. Ingarfield (2)       2003         --        --             --            --          --              --
     Former Chief Executive       2002         --        --             --            --          --              --
     Officer,

     President and Chairman of    2001         --        --             --            --          --              --
     the Board of Directors
</TABLE>

-------------------

(1)      Mr. Sandburg became Chief Executive Officer and President on February
         13, 2003.

(2)      Mr. Ingarfield became Chief Executive Officer, President and Chairman
         of the Board of Directors in January 1999. Effective February 5, 2003,
         Mr. Ingarfield resigned as Chief Executive Officer, President and
         Chairman of the Board of Directors.



                                       12
<PAGE>

                        Aggregated Options/SAR Exercises
                             In Last Fiscal Year And
                       Fiscal Year End Options/SAR Values

<TABLE>
<CAPTION>
                                                                            Number of Securities     Value of Unexercised
                                        Shares                             Underlying Unexercised        In-the-Money
                                     Acquired on             Value            Options/SAR's at         Options/SAR's at
             Name                      Exercise           Realized ($)         Fiscal Year End          Fiscal Year End
             ----                      --------           ------------         ---------------          ---------------
<S>                                     <C>
Robert Sandburg(1)                         --                  --          Exercisable:         --               --
Chief Executive Officer and                                                Unexercisable:       --               --
President

Earl T. Ingarfield(2)                      --                  --          Exercisable:         --               --
Former Chief Executive Officer,                                            Unexercisable:       --               --
President and Chairman of the
Board of Directors
</TABLE>

------------------------------
(1)      Mr. Sandburg became Chief Executive Officer and President on February
         13, 2003.

(2)      Mr. Ingarfield became Chief Executive Officer, President and Chairman
         of the Board of Directors in January 1999. Effective February 5, 2003,
         Mr. Ingarfield resigned as Chief Executive Officer, President and
         Chairman of the Board of Directors.

                             Option/SAR Grants Table

<TABLE>
<CAPTION>
                                                            % Total
                                  No. of Securities      Options/SAR's
                                      Underlying           Granted to
                                    Options/SAR's         Employees in      Exercise or Base Price
             Name                    Granted (#)        Fiscal Year (%)         ($ per Share)           Expiration Date
             ----                    -----------        ---------------         -------------           ---------------
<S>                               <C>
Robert Sandburg(1)                         --                 N/A                      N/A                         N/A
Chief Executive Officer and
President

Earl T. Ingarfield(2)                      --                 N/A                      N/A                         N/A
Former Chief Executive Officer,
President and Chairman of the
Board of Directors
</TABLE>


---------------
(1)      Mr. Sandburg became Chief Executive Officer and President on February
         13, 2003.

(2)      Mr. Ingarfield became Chief Executive Officer, President and Chairman
         of the Board of Directors in January 1999. Effective February 5, 2003,
         Mr. Ingarfield resigned as Chief Executive Officer, President and
         Chairman of the Board of Directors.

Stock Option Plan

         At the present time, the Company does not have a stock option plan in
place.

Employment Agreements

         At the present time, the Company has not entered into employment
agreements with Mr. Sandburg or Mr. Delin.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Voting Securities And Principal Holders Thereof

         The following table sets forth as of April 11, 2004, the names,
addresses and stock ownership in our Company for the current directors and named
executive officers of our Company and every person known to our Company to own
five percent (5%) or more of the issued and outstanding shares of the Common
Stock:

                                       13
<PAGE>


<TABLE>
<CAPTION>
                                                                                    Acquirable
                             Name and Address                  Shares                 Within              Percentage
Title of Class:            of Beneficial Owner:          Beneficiary Owned:          60 Days:            of Class(2):
---------------            --------------------          ------------------          --------            ------------
<S>                                                              <C>                                               <C>
Common              Robert Sandburg                              247,900,000                     --                21.83%
                    4333 S. Tamiami Trail, Suite F
                    Sarasota, FL 34231

Common              Michael Delin                                 25,000,000                     --                 2.20%
                    4333 S. Tamiami Trail, Suite F
                    Sarasota, FL 34231

Common              Kenneth Brand                                250,000,000                     --                22.01%
                    4333 S. Tamiami Trail, Suite E
                    Sarasota, FL 34231

Common              Central Wireless Inc.                        100,000,000                     --                 8.81%
                    4333 S. Tamiami Trail, Suite E
                    Sarasota, FL 34231

Common              All Officers and Directors as a                272,900,000                     --                24.03%
                    Group (2)
</TABLE>


--------------------
(1)      Based on 1,135,672,000 shares of Common Stock outstanding as of April
         1, 2004.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         As of December 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 December 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 December 31, 2003, the Company owed the President and CEO of the
Company, the CFO of the Company, and a significant stockholder of the Company
$24,377, $391 and $61,100, respectively, for expenses paid on behalf of the
Company and consulting services provided. The amounts are not accruing interest
and are payable on demand.

         As of December 31, 2003, the Company owed a related company, in which
its CEO is a significant shareholder of the Company, $561,962 for services
related to the three new towers constructed during the year ended December 31,
2003.

         As of December 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 December 31, 2003 and 2002,
this note had accrued interest of $20,229 and $12,617, respectively.



                                       14
<PAGE>


ITEM 13.  EXHIBITS, LISTS AND REPORTS ON FORM 8-K

         (a) Exhibits.

<TABLE>
<S>               <C>
2.01              Stock Purchase Agreement dated                          Incorporated by reference to
                  as of January 27, 2000 among our                        Exhibit 2.01 to our Company's
                  company, Lido Capital                                   Registration Statement on Form

                  Corporation, Eric P. Littman and                        10-SB filed with the Securities
                  Dennis Sturm                                            and Exchange Commission on
                                                                          February 24, 2000

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

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

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

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

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


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

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

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

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

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


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

31.1              Certification of Chief Executive Officer pursuant       Provided herewith
                  to Section 302 of the Sarbanes-Oxley Act of 2002

31.2              Certification of Chief Financial Officer pursuant to    Provided herewith
                  Section 302 of the Sarbanes-Oxley Act of 2002

32.1              Certification of Chief Executive Officer pursuant to    Provided herewith
                  Section 906 of the Sarbanes-Oxley Act of 2002

32.2              Certiification of Chief Financial Officer pursuant to   Provided herewith
                  Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>


         (b) Reports on Form 8-K.

                  None.

                                       15
<PAGE>



ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

                             For the Years Ended
                                 December 31,
                             2003            2002
                             ----            ----
Audit Fees                 $18,014         $13,457
Audit-Related Fees         $    --         $    --
Tax Fees                   $    --         $    --
All Other Fees             $ 2,232         $    --



                                       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: April 14, 2004                    ALLIANCE TOWERS, INC.

                                        By: /S/ Robert Sandburg
                                            -------------------------------
                                            Robert Sandburg
                                            Chief Executive Officer,
                                            President and Chairman

Date: April 14, 2004                    By: /S/ Michael Delin
                                            -------------------------------
                                            Michael Delin
                                            Chief Financial Officer





                                       17