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, 2002

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

               For the transition period from _______ to _______.

                          COMMISSION FILE NO. 000-29689

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

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

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

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

                               USWEBAUCTIONS, INC.
                             (Issuer's Former Name)

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

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                           Name of each exchange
             Title of each class                            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 [ ]  No [X]

      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 no revenues during its most recent fiscal year.

      The  aggregate  market  value  of  the  Company's  voting  stock  held  by
non-affiliates as of September 15, 2003 was  approximately  $47,567,200 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 September 15, 2003.  This number does not include  outstanding  options to
purchase  shares  of  Common  Stock of the  issuer.

      Documents  Incorporated  by  Reference:  See Item  14.

      This Form 10-KSB  consists of 36 pages.  The Exhibit  Index begins on page
14.

<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.

FINANCIAL PERFORMANCE

      We have  historically lost money. For the year ended December 31, 2002, we
sustained losses of $89,450.  Since our inception on July 10, 1997, we sustained
losses  of  $945,910.  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.

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, 2002.

                                       3
<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 2000,  2001,  2002 and
2003 are as follows:

                                                    CALENDAR YEAR 2000(1)
                                                    ---------------------
                                                    HIGH BID      LOW BID
                                                    --------     --------
              First Quarter                           None          None
              Second Quarter                          None          None
              Third Quarter                           None          None
              Fourth Quarter                         $1.50         $0.01

                                                    CALENDAR YEAR 2001(1)
                                                    ---------------------
                                                    HIGH BID      LOW BID
                                                    --------     --------
              First Quarter                          $1.50         $0.06
              Second Quarter                         $1.50         $0.06
              Third Quarter                          $1.50         $0.06
              Fourth Quarter                         $0.10         $0.08

                                                    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 (July 1 -
              September 15)                          $0.05         $0.01

----------

(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 September 15, 2003, our Company had  approximately  76  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.

                                       4
<PAGE>

SALES OF UNREGISTERED SECURITIES

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

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

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

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

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

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

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

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

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

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

                                       5
<PAGE>

qualification footnote.  There can be no assurance that we will be successful in
implementing our business plan.

      BALANCE SHEET. At December 31, 2002, we had total assets of  approximately
$0 and had current liabilities of approximately $177,410.

      INCOME  STATEMENT.  We have not had any revenue since inception.  Our main
operating  expenses  consist  of the  costs  of  complying  with  the  reporting
requirements of the Securities Act of 1933, including legal and accounting fees.
For the year ended  December  31,  2002,  we  recorded  $81,838  in general  and
administrative  expenses. For the year ended December 31, 2002, our net loss was
$89,450.

RECENT ACCOUNTING PRONOUNCEMENTS

      SFAS No. 141, Business Combinations;

      SFAS No. 142, Goodwill and Other Intangible Assets;

      SFAS No. 143, Accounting for Asset Retirement Obligations;

      SFAS No. 144,  Accounting  for the  Impairment  or Disposal of  Long-Lived
      Assets.

PLAN OF OPERATION

      CASH  REQUIREMENTS.  Our cash  requirements  consist primarily of employee
salaries, rent, professional fees and related expenses. As of December 31, 2002,
we had no cash-on-hand.  Since inception, our cash requirements have been met by
a  combination  of loans  from  management  and the  sale of  common  stock.  In
September  2000,  our  Company  raised  approximately  $450,000  (less  offering
expenses of  approximately  $60,000)  from the sale of  1,800,000  shares of our
Company stock.  All of these  proceeds were loaned to Lido,  which was owned and
controlled by Earl T. Ingarfield, our former President and Director. The loan to
Lido was unsecured, due on demand, and was to accrue interest at the rate of 10%
per annum.  On March 31,  2001,  Lido repaid a portion of this loan by tendering
250,000  shares  of common  stock to our  Company.  Lido  became  insolvent  and
incapable  of  repaying  the loan to our  Company.  We  wrote-off,  as bad debt,
interest receivable of $29,841 and $450,709 of the loan receivable.

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

      CHANGES  IN  NUMBER  OF  EMPLOYEES.  Our  Company  currently  has  two (2)
employees,  Robert Sandburg,  our Chief Executive Officer and Michael Delin, our
Chief Financial Officer.  We are currently reviewing our personnel needs for the
remainder of 2003 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 2001 and 2002 financial  statements
which states that our Company does not have  significant  cash or other material
assets  to cover our  operating  costs  and to allow us to  continue  as a going
concern.  Our ability to obtain additional funding will determine our ability to
continue  as a going  concern.  Our  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

ITEM 7.  FINANCIAL STATEMENTS

      Our financial statements appear beginning at page F-1.

                                       6
<PAGE>

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


                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2002

                                      F-1

<PAGE>

                                 C O N T E N T S

Independent Auditors' Report                                                F-3

Balance Sheet                                                               F-4

Statements of Operations                                                    F-5

Statements of Stockholders' Equity (Deficit)                                F-6

Statements of Cash Flows                                                    F-8

Notes to the Financial Statements                                          F-10


                                      F-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To the Board of Directors
Alliance Towers, Inc.
(Formerly USWEBAUCTIONS, INC.)
(A Development Stage Company)
Sarasota, Florida

We have  audited  the  accompanying  balance  sheet  of  Alliance  Towers,  Inc.
(formerly USWEBAUCTIONS,  INC.) (a development stage company) as of December 31,
2002 and the related statements of operations,  stockholders'  equity (deficit),
and cash flows for the years ended December 31, 2002 and 2001 and from inception
on July 10, 1997 through December 31, 2002.  These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these 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 financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Alliance Towers, Inc. (formerly
USWEBAUCTIONS,  INC.) (a development  stage company) as of December 31, 2002 and
the results of its  operations  and its cash flows for the years ended  December
31, 2002 and 2001 and from inception on July 10, 1997 through  December 31, 2002
in conformity with accounting principles generally accepted in the United States
of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
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  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



HJ & Associates, LLC
Salt Lake City, Utah
April 21, 2003

                                      F-3
<PAGE>

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

                                                                    December 31,
                                                                        2002
                                                                    ------------
                                     ASSETS
                                     ------

CURRENT ASSETS

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

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

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

CURRENT LIABILITIES

  Accounts payable                                                  $   18,743
  Accounts payable - related party (Note 5)                             50,900
  Note payable - related party (Note 5)                                 95,150
  Interest payable - related party (Note 5)                             12,617
                                                                    ------------

   Total Current Liabilities                                           177,410
                                                                    ------------
STOCKHOLDERS' EQUITY (DEFICIT)

  Preferred stock authorized: 10,000,000
   preferred shares at $0.001 par value;
   -0- shares issued and outstanding                                         -
  Common stock authorized: 5,000,000,000
   common shares at $0.001 par value;
   99,672,000 shares issued and outstanding                             99,672
  Additional paid-in capital                                           668,828
  Deficit accumulated during the development stage                   (945,910)
                                                                    ------------

   Total Stockholders' Equity (Deficit)                              (177,410)
                                                                    ------------

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


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

                                      F-4
<PAGE>

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

                                                                       From
                                                                   Inception on
                                               For the             July 10, 1997
                                             Years ended              Through
                                            December 31,            December 31,
                                         2002           2001             2002
                                      -----------   ------------    ------------
REVENUES
                                      $         -   $          -      $        -
                                      -----------   ------------    ------------
EXPENSES
  Bad debt - stock subscriptions
    receivables                                 -         23,333          23,333
  Bad debt - related party                      -        457,217         457,217
  General and administrative               81,838        223,813         505,916
                                      -----------   ------------    ------------
   Total Expenses                          81,838        704,363         986,466
                                      -----------   ------------    ------------

  Loss from operations                   (81,838)      (704,363)       (986,466)
                                      -----------   ------------    ------------
OTHER (EXPENSE) INCOME
  Interest expense                        (7,612)        (5,005)        (12,617)
  Interest income                               -              -          53,173
                                      -----------   ------------    ------------
   Total Other (Expense) Income           (7,612)        (5,005)          40,556
                                      -----------   ------------    ------------

NET LOSS                              $  (89,450)   $  (709,368)      $(945,910)
                                      ===========   ============    ============

BASIC LOSS PER SHARE                  $    (0.00)   $     (0.01)
                                      ===========   ============
WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                   98,385,863    111,348,060
                                      ===========   ============


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

                                      F-5
<PAGE>

<TABLE>
                              ALLIANCE TOWERS, INC.
                         (FORMERLY USWEBAUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
            FROM INCEPTION ON JULY 10, 1997 THROUGH DECEMBER 31, 2002
<CAPTION>
                                                                                             Deficit
                                                                                           Accumulated
                                                                Additional      Stock      During the
                                            Common Stock          Paid-In    Subscription  Development
                                        Shares        Amount      Capital     Receivable      Stage
                                       ----------  -----------  -----------  -----------   ----------
<S>                                   <C>          <C>          <C>          <C>           <C>
Balance at inception on July 10,
  1997                                          -  $         -  $         -  $         -   $        -

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

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

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

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

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

Net loss for the year ended
  December 31, 1999                             -            -            -            -            -
                                       ----------  -----------  -----------  -----------   ----------
Balance, December 31, 1999             60,000,000       60,000     (58,000)            -      (2,000)

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

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

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

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

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

Net loss for the year ended
  December 31, 2000                             -            -            -            -    (145,092)
                                      -----------  -----------  -----------  -----------   ----------
Balance, December 31, 2000
                                      119,161,200  $   119,161  $ 1,055,364  $ (500,000)   $(147,092)
                                      -----------  -----------  -----------  -----------   ----------
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      F-6
<PAGE>

<TABLE>
                              ALLIANCE TOWERS, INC.
                         (FORMERLY USWEBAUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
            STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
            FROM INCEPTION ON JULY 10, 1997 THROUGH DECEMBER 31, 2002
<CAPTION>
                                                                                            Deficit
                                                                                          Accumulated
                                                                Additional      Stock     During the
                                            Common Stock          Paid-In    Subscription Development
                                        Shares       Amount       Capital    Receivable     Shares
                                      -----------  -----------  -----------   ----------- -----------
<S>                                   <C>          <C>          <C>           <C>         <C>
Balance, December 31, 2000            119,161,200  $   119,161  $ 1,055,364   $ (500,000) $ (147,092)

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

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

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

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

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

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

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

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

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

Collection on stock subscription
  receivable on July 9, 2002                    -            -            -       55,000            -

Net loss for the year ended
  December 31, 2002                             -            -            -            -     (89,450)
                                      -----------  -----------  -----------   ----------- -----------
Balance, December 31, 2002
                                       99,672,000  $    99,672  $   668,828   $        -  % (945,910)
                                      ===========  ===========  ===========   =========== ===========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      F-7
<PAGE>

                              ALLIANCE TOWERS, INC.
                         (FORMERLY USWEBAUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                             From
                                                                                         Inception on
                                                                                           July 10,
                                                                      For the                1997
                                                                    Years ended            Through
                                                                   December 31,          December 31,
                                                                2002          2001           2002
                                                             -----------   ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                          <C>           <C>           <C>
  Net loss                                                   $  (89,450)   $  (709,368)  $  (945,910)
  Adjustments to reconcile net loss to net cash used by
   operating activities:
   Bad debt - related party                                            -        457,217       457,217
   Bad debt - stock subscription receivable                            -         23,333        23,333
   Issuance of stock for services                                      -         91,475        93,474
  Changes in operating assets and liability accounts:
   (Increase) decrease in interest receivable                          -              -      (53,173)
   Increase (decrease) in accounts payable                      (34,062)       (23,183)        18,743
   Increase in accounts payable - related party                   50,900              -        50,900
   Increase in interest payable - related party                    7,612          5,005        12,617
                                                             -----------   ------------  ------------
     Net Cash Used by Operating Activities                      (65,000)      (155,521)     (342,799)
                                                             -----------   ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Cash loaned on notes receivable - related party                      -              -     (707,152)
  Repayment of notes receivable - related party                        -         73,276       217,276
                                                             -----------   ------------  ------------
   Net Cash Provided (Used) by Investing Activities                    -         73,276     (489,876)
                                                             -----------   ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Change in bank overdraft                                             -       (12,905)             -
  Proceeds from cash on note payable - related party                   -         95,150        95,150
  Stock offering costs                                                 -              -      (60,000)
  Repurchase and cancellation of common stock                   (50,000)              -      (50,000)
  Issuance of stock for cash                                     115,000              -       847,525
                                                             -----------   ------------  ------------
   Net Cash Provided by Financing Activities                      65,000         82,245       832,675
                                                             -----------   ------------  ------------

NET (DECREASE) IN CASH                                                 -              -             -

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

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

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

                              ALLIANCE TOWERS, INC.
                         (FORMERLY USWEBAUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (CONTINUED)

                                                                      From
                                                                  Inception on
                                                                    July 10,
                                               For the                1997
                                             Years ended            Through
                                            December 31,          December 31,
                                         2002          2001           2002
                                         --------    --------     ----------
CASH PAYMENTS FOR:
  Income taxes                           $      -    $      -     $        -
  Interest                               $      -    $      -     $        -

SCHEDULE OF NON-CASH FINANCING
  ACTIVITIES:
  Common stock issued for services       $      -    $ 91,475     $   93,475

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

                                      F-9
<PAGE>

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

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  subsequent  acquisition  of
Alliance Tower, Inc., a private Company (See Note 6).

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,
2002 and 2001:

                                                  2002           2001
                                              -----------     ----------
          Deferred tax assets
            NOL Carryover                     $   107,980     $   73,045

          Deferred tax liabilities:
            Related party                        (57,000)       (37,100)

          Valuation allowance                    (50,980)       (35,945)
                                              -----------     ----------
          Net deferred tax asset              $        -      $       -
                                              -----------     ----------

                                      F-10
<PAGE>

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, 2002 and 2001 due to the
following:

                                          2002          2001
                                      -----------   ------------

         Book (loss)                  $  (34,886)   $  (276,650)
         Related party accruals            19,851         37,110
         Stock for services                     -         35,675
         Bad debt (related party)               -        187,415
         Valuation allowance               15,035         16,450
                                      -----------   ------------
                                      $         -   $          -
                                      ===========   ============

At December  31,  2002,  the Company had net  operating  loss  carryforwards  of
approximately $225,000 that may be offset against future taxable income from the
year 2002  through  2022.  No tax benefit has been  reported in the December 31,
2002 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 the future.

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 generally  accepted
accounting principles 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-11
<PAGE>

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:

                                                             For the
                                                           Years Ended
                                                          December 31,
                                                    -------------------------
                                                       2002          2001
                                                    -----------   -----------
        Net loss (numerator)                        $  (89,450)   $  (709,368)

        Weighted average shares outstanding
          (denominator)                              98,385,863    111,348,060
                                                    -----------   ------------

        Basic loss per share                        $    (0.00)   $     (0.01)
                                                    ===========   ============

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 currently has no source of revenues.  Revenue  recognition  policies
will be determined when principal operations begin.

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. 121,  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.  The Company will adopt SFAS No. 144 and apply
the provisions thereof.

                                      F-12
<PAGE>

NOTE 1 -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

j.  RECENT ACCOUNTING PRONOUNCEMENTS

During the years ended  December 31, 2002,  and 2001,  the Financial  Accounting
Standards  Board  adopted  the  following  Statements  of  Financial  Accounting
Standards:

      o   SFAS No. 141, Business Combinations;
      o   SFAS No. 142, Goodwill and Other Intangible Assets;
      o   SFAS No. 143, Accounting for Asset Retirement Obligations;
      o   SFAS No. 144, Accounting for the Impairment or Disposal of
          Long-Lived Assets;
      o   SFAS No. 145, Recision of FASB Statements 4, 44, and 64, amendment of
          Statement 13, and Technical Corrections;
      o   SFAS No. 146, Accounting for Exit or Disposal Activities;
      o   SFAS No. 147, Acquisitions of certain Financial Institutions; and
      o   SFAS No. 148, Accounting for Stock Based Compensation.

These newly  issued  accounting  pronouncements  had no effect on the  Company's
current financial statements and did not impact the Company.

NOTE 2 -       GOING CONCERN

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

NOTE 3 -       STOCK TRANSACTIONS

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

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

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

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

                                      F-13
<PAGE>

NOTE 3 -       STOCK TRANSACTIONS (CONTINUED)

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

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

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

NOTE 4 -       MATERIAL EVENT

On July 12, 2001,  the Company and A1  Cellular,  Inc.  signed a stock  purchase
agreement  whereby  the Company  was to issue  129,600,000  shares of its common
stock in exchange for all of the outstanding  common stock of A1 Cellular,  Inc.
On February 12, 2002, this merger agreement was terminated.

NOTE 5 -       RELATED PARTY TRANSACTIONS

NOTES RECEIVABLE - RELATED PARTY

During the years ended December 31, 1999 and 2000,  the Company loaned  $707,152
to the President of the Company and to companies  controlled  by the  President.
The loan's were unsecured,  interest  bearing at 8% and due upon demand.  During
the years ended  December 31, 2000 and 2001, the President  repaid  $144,000 and
$73,276,  respectively of the amounts due to the Company. On March 16, 2001, the
President  returned  3,000,000 shares of common stock originally valued at $0.02
per share for total consideration of $62,500.  This amount was deducted from the
amount due to the Company. In 2001, the Company determined that the President of
the  Company  no longer  had the  ability  to repay the loan.  Accordingly,  the
Company recognized  $457,217 of bad debt expense which represented  principal of
$427,377 and accrued interest of $29,840.

NOTES PAYABLE - RELATED PARTY

As of December 31, 2002 and 2001,  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, 2002 and 2001,
this note had accrued interest of $12,617 and $5,005, respectively.

                                      F-14
<PAGE>

NOTE 5 -       RELATED PARTY TRANSACTIONS (CONTINUED)

COMMON STOCK

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

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

On March 16, 2001, the Company cancelled 3,000,000 shares of common stock valued
at $0.02 per share and reduced accounts  receivables from a company owned by the
Company's president.

ACCOUNTS PAYABLE

During the year ended  December 31, 2002,  the Company  accrued  $50,000 for the
accounting and management  services provided by a former officer and significant
stockholder of the Company.

During the year ended  December 31, 2002,  the  president and CEO of the Company
paid $900 of  expenses  on behalf of the  Company.  The  amount is not  accruing
interest and is payable on demand.

NOTE 6-        SUBSEQUENT EVENTS

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

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

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

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

                                      F-15
<PAGE>

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

      None.

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
         David Norris          53     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.

      DAVID NORRIS.  Mr. Norris  became a Director of Alliance  Towers,  Inc. in
September  2003.  Mr.  Norris is the  Executive  Vice  President  of Bottom Line
Advisors Inc., a position he has held since August of 1997. Bottom Line Advisors
is a private consulting firm that offers a variety of consulting, management and
financing services.  Bottom Line specializes in Corporate Governance,  Mergers &
Acquisitions and Sarbanes-Oxley  compliance. Mr. Norris received his B.A. degree
from SUNY at Oneonta and is a graduate of the Stonier Graduate School of Banking
at Rutgers University.

                                        7
<PAGE>

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.

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,  2002,  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 2002 and who
received in excess of $100,000:

<TABLE>
<CAPTION>
                                 ANNUAL COMPENSATION                  LONG-TERM COMPENSATION
                                 -------------------    -------------------------------------------------
                                                                      RESTRICTED  SECURITIES
                                                        OTHER ANNUAL     STOCK    UNDERLYING  ALL OTHER
    NAME AND PRINCIPAL                                  COMPENSATION    AWARD(S)   OPTIONS   COMPENSATION
    POSITION(S)               YEAR   SALARY($) BONUS($)      ($)          ($)       (#S)         ($)
    -----------------------  ------  --------- -------- ------------  ----------  ---------- ------------
<S>                           <C>       <C>      <C>         <C>          <C>        <C>          <C>
    Earl T. Ingarfield (1)    2002      --       --          --           --         --           --
    Former Chief Executive    2001      --       --          --           --         --           --
    Officer, President and
    Chairman of the Board     2000      --       --          --           --         --           --
    of Directors

----------

(1)   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.
</TABLE>
                                                  8
<PAGE>

<TABLE>
                        AGGREGATED OPTIONS/SAR EXERCISES
                             IN LAST FISCAL YEAR AND
                       FISCAL YEAR END OPTIONS/SAR VALUES
<CAPTION>
                                                                   NUMBER OF
                                                                  SECURITIES            VALUE OF
                                                                  UNDERLYING          UNEXERCISED
                                SHARES                            UNEXERCISED         IN-THE-MONEY
                             ACQUIRED ON         VALUE         OPTIONS/SAR'S AT     OPTIONS/SAR'S AT
          NAME                 EXERCISE       REALIZED ($)    FISCAL YEAR END(1)    FISCAL YEAR END
-------------------------   --------------   --------------  --------------------  ------------------
<S>                                <C>              <C>       <C>                            <C>
Earl T. Ingarfield                 --               --        Exercisable:     --            --
Former Chief Executive                                        Unexercisable:   --            --
Officer,
President and Chairman
of the
Board of Directors

----------
(1)     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.
</TABLE>

<TABLE>
                                          OPTION/SAR GRANTS TABLE
<CAPTION>
                                                 % TOTAL
                                 NO. OF       OPTIONS/SAR'S
                               SECURITIES       GRANTED TO
                               UNDERLYING      EMPLOYEES IN    EXERCISE OR BASE
                             OPTIONS/SAR'S     FISCAL YEAR           PRICE
         NAME                 GRANTED (#)          (%)           ($ PER SHARE)     EXPIRATION DATE
--------------------------  ---------------  ---------------  -------------------  ---------------
<S>                                 <C>            <C>                  <C>               <C>
Earl T. Ingarfield                  --             N/A                  N/A               N/A
Former Chief Executive
Officer,
President and Chairman of
the
Board of Directors

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

(1)   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.
</TABLE>

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  September  15,  2003,  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:

                                                  9
<PAGE>

<TABLE>
<CAPTION>
                                                         SHARES        ACQUIRABLE
                       NAME AND ADDRESS                BENEFICIARY       WITHIN      PERCENTAGE
TITLE OF CLASS:      OF BENEFICIAL OWNER:                 OWNED:         60 DAYS:    OF CLASS(2):
---------------     ------------------------------   ---------------  ------------- -------------
<S>                 <C>                                <C>                  <C>        <C>
Common              Robert Sandburg                    270,000,000          --         23.77%
                    4333 S. Tamiami Trail, Suite F
                    Sarasota, FL 34231

Common              Michael Delin                       30,000,000          --          2.64%
                    4333 S. Tamiami Trail, Suite F
                    Sarasota, FL 34231

Common              Kenneth Brand                      260,000,000          --         22.89%
                    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
                    All Officers and Directors as
Common              a Group (2)                        300,000,000          --         26.42%

----------

(1)   Based on 1,135,672,000  shares of Common Stock outstanding as of September 15, 2003.
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      During the years  ended  December  31, 1999 and 2000,  our Company  loaned
$707,152 to Earl T. Ingarfield,  our Company's former President and to companies
controlled by the former President.  The loans were unsecured,  interest bearing
at 8% and due upon  demand.  During the years  December  31, 2000 and 2001,  the
former President repaid $144,000 and $73,276, respectively of the amounts due to
our Company.  On March 16, 2001, the former President  returned 3,000,000 shares
of common stock originally valued at $0.02 per share for total  consideration of
$62,500.  This amount was deducted from the amount due to our Company.  In 2001,
our Company  determined  that the former  President no longer had the ability to
repay the loan. Accordingly, our Company recognized $457,217 of bad debt expense
which represented principal of $427,377 and accrued interest of $29,840.

      As of December 31, 2002 and 2001,  our Company had a note  payable-related
party with a balance of $95,150.  This note payable had an annual  interest rate
of 8%, was unsecured,  and was due on demand.  As of December 31, 2002 and 2001,
our  Company  had   received   proceeds  in  the  amounts  of  $95,150  and  $0,
respectively.  As of December 31, 2002 and 2001, this note had accrued  interest
of $12,617 and $5,005, respectively.

      On January 11, 2001, we issued  3,540,000 shares of common stock valued at
$0.02 per share for services. These shares were issued to the controller and two
employees of our Company.

      On February 6, 2001,  we issued  850,800  shares of common stock valued at
$0.02 per share for services.  These shares were issued to our Company's  former
President.

      On March 16, 2001, we cancelled 3,000,000 shares of common stock valued at
$0.02 per share and reduced accounts  receivables from Lido Capital Corporation,
which was owned by our former President.

      During the year ended  December  31,  2002,  we  accrued  $50,000  for the
accounting and management  services provided by a former officer and significant
shareholder of our Company.

      During the year ended December 31, 2002, our former President and CEO paid
$900 of expenses on hehalf of our Company.  The amount is not accruing  interest
and is payable on demand.

                                       10
<PAGE>

      As of  December  31, 2002 and 2001,  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,
2002  and  2001,  this  note  had  accrued   interest  of  $12,617  and  $5,005,
respectively.

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

      (a)  EXHIBITS.

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

                                       11
<PAGE>

      (b)  REPORTS ON FORM 8-K.

           None

                                       12

<PAGE>

ITEM 14.  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.

      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

                                       13
<PAGE>

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.

                                       14
<PAGE>

                                   SIGNATURES

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

Date:   September 26, 2003              ALLIANCE TOWERS, INC.

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


Date:   September 26, 2003              By:  /S/ MICHAEL DELIN
                                             ----------------------------------
                                                Michael Delin
                                                Chief Financial Officer

                                       15
<PAGE>

                                  CERTIFICATION
                             PURSUANT TO SECTION 302

      I, Robert Sandburg, certify that:

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

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

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

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

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

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

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

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

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

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

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



Date:   September 26, 2003                 By:  /S/ ROBERT SANDBURG
                                               -------------------------------
                                                  Robert Sandburg
                                                  Chief Executive Officer

                                       16
<PAGE>

                                  CERTIFICATION
                             PURSUANT TO SECTION 302

           I, Michael Delin, certify that:

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

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

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

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

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

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

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

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

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

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

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



Date:   September 26, 2003                 By:  /S/ MICHAEL DELIN
                                               -------------------------------
                                                  Michael Delin
                                                  Chief Financial Officer

                                       17
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In  connection  with the  Annual  Report of  Alliance  Towers,  Inc.  (the
"Company") on Form 10-KSB for the period ended  December 31, 2001, as filed with
the Securities and Exchange  Commission on the date hereof (the "Report"),  each
of the undersigned,  in the capacities and on the dates indicated below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

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

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



Date:   September 26, 2003                By:  /S/ ROBERT SANDBURG
                                               -------------------------------
                                                  Robert Sandburg
                                                  Chief Executive Officer

                                       18
<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In  connection  with the  Annual  Report of  Alliance  Towers,  Inc.  (the
"Company") on Form 10-KSB for the period ended  December 31, 2001, as filed with
the Securities and Exchange  Commission on the date hereof (the "Report"),  each
of the undersigned,  in the capacities and on the dates indicated below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

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

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


Date:   September 26, 2003                By:  /S/ MICHAEL DELIN
                                               -------------------------------
                                                  Michael Delin
                                                  Chief Financial Officer
                                       19