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, 2004

|_|   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)

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<CAPTION>
<S>                                                                                   <C>
                    Florida                                                           65-0986953
  --------------------------------------------                            ----------------------------------
 (State or Other Jurisdiction of Incorporation                           (I.R.S. Employer Identification No.)
                or Organization)

       5401 South Dale Mabry, Tampa, FL                                                 33611
     --------------------------------------                                             -----
    (Address of Principal Executive Offices)                                          (Zip Code)
</TABLE>

                (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:

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<S>                                                                      <C>
Title of each class                                     Name of each exchange on which registered
-------------------                                     -----------------------------------------
        None                                                               None
</TABLE>

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

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

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

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

      The issuer generated $141,255 of revenues during its most recent fiscal
year.

The aggregate market value of the Company's voting stock held by non-affiliates
as of March 14, 2004 was approximately $710,334 based on the average closing bid
and asked prices of such stock on that date as quoted on the " OTC BB."
There were 2,181,063,230 shares of Common Stock outstanding as of March 14,
2005. This number does not include outstanding options to purchase shares of
Common Stock of the issuer.

<PAGE>

                                     PART I

Forward-Looking Statements And Associated Risks

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

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

ITEM 1.  DESCRIPTION OF BUSINESS

Overview

      Alliance Towers, Inc. develops wireless telecommunication facilities,
which then provides both ground and tower lease space to wireless service
providers. Currently, we are not active in developing any wireless
telecommunication facilities because of a lack of external financing and
insufficient revenue to cover our operating costs. If we do not obtain external
financing, we will be forced to cease our business operations. In addition, due
to our lack of funding, we are pursuing a merger with a third party.

      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.

      Following the rescission, we were 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. In 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.

                                       2
<PAGE>

      We currently do not have a sufficient source of revenue or external
financing to cover our 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. As of December 31, 2004, we
had $20,434 cash on-hand and total assets of $2,252,664. There can be no
assurance that we will be able to continue our tower operations. In addition, on
December 30, 2004, we issued a Promissory Note to EM Enterprises General
Contractors, Inc. (referred to herein as "EMEGC") in the principal amount of
$1,696,886.47. Under the terms of the Promissory Note, we are obligated to pay
the principal and accrued interest immediately upon written demand from EMEGC,
but no sooner than April 1, 2005. Interest accrues on the outstanding principal
balance of the Promissory Note at a daily rate, the denomination of which is
three hundred sixty (360), and the numerator of which is the Prime Rate plus
three (3%). Accrued interest on the outstanding principal balance of the
Promissory Note is due and payable on the quarterly anniversary of the execution
of the Promissory Note and on each subsequent quarterly anniversary thereafter.
The Promissory Note is secured by all of our assets pursuant to a Security
Agreement, dated December 30, 2004. In the event that we are unable to repay the
Promissory Note when due, we could lose all of our assets, including, but not
limited to, all of our wireless telecommunication facilities and be forced to
cease our operations.

      As of December 31, 2004, we had completed construction of the following
sites:

      Ousley Tower Facility

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

      Norman Tower Facility

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

      Pineboro Tower Facility

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

Greens Cut Tower Facility

      The Greens Cut Tower Facility is located in Burke County, GA. The facility
is located on a leased parcel of property. The ground lease has been executed
and the initial lease term is for five (5) years with five (5), five-year
automatic renewals (total 30 years) unless terminated by Alliance Towers prior
to the renewal dates. Rent is Six Hundred Dollars ($600) per month with 10%
escalation beginning on the anniversary of every five-year term and commences
upon the start of construction. Verizon Wireless is the anchor tenant. The

                                       3
<PAGE>

Carrier Lease Agreement's rate is One Thousand Eight Hundred Dollars ($1800) per
month with 3% escalation yearly. The initial term is for five (5) years with
five (5), five (5) year automatic renewals (total 30 years) unless terminated by
Verizon Wireless prior to the renewal dates. The Carrier Lease Agreement is
executed. Rent started upon the completion of construction of the facility.

Georgetown Tower Facility

      The Georgetown Tower Facility is located in Georgetown County, SC. The
Facility is located on a leased parcel of property owned by Georgetown County.
The ground lease has been approved and the initial lease term is for ten (10)
years with nine (9), five (5) year terms (total 55 years) unless terminated by
Alliance Towers prior to the renewal dates. There is no ground rent charged for
this site. Georgetown County's Department of Emergency Services is the anchor
tenant. The Department's Lease Agreement rate is Eleven Hundred Dollars ($1100)
per month with 2% escalation per year. The initial term is for ten (10) years
with four (4), five (5) year automatic renewals (30 year total) unless
terminated by the County prior to the renewal period. The County's Lease
Agreement is approved. Rent started upon the completion of construction of the
facility.

Wilson Tower Facility

      The Wilson Tower Facility is located in Wilcox County, GA. The facility is
located on a leased parcel of property. A ground lease has been executed which
has an initial term of five (5) years with five (5), five-year automatic
renewals (total 30 years) unless terminated by Alliance Towers prior to the
renewal dates. Rent is Five Hundred Dollars ($500) per month with 10% escalation
beginning on the anniversary of every five-year term and commences upon the
start of construction. Cingular Wireless is the anchor tenant for the facility.
The Tower Collocation Lease has been executed by both parties and a Notice to
Proceed has been issued to Alliance. The Carrier Lease Agreement's rate is at
Twenty One Thousand Six Hundred Dollars ($21,600) per year, payable in advance,
with 3% escalation yearly. The initial term is for ten (10) years with four (4)
subsequent, five (5) year automatic renewals (total 30 years) unless terminated
by Cingular Wireless prior to the renewal dates. Rent started upon the
completion of construction of the facility.

Empire Tower Facility

      The Empire Tower Facility is located in Dodge County, GA. The facility is
located on a leased parcel of property. A ground lease has been executed which
has an initial term of five (5) years with five (5), five-year automatic
renewals (total 30 years) unless terminated by Alliance Towers prior to the
renewal dates. Rent is Four Hundred Dollars ($400) per month with 10% escalation
beginning on the anniversary of every five-year term and commences upon the
start of construction. Cingular Wireless is the anchor tenant for the facility.
The Tower Collocation Lease has been executed by both parties and a Notice to
Proceed has been issued to Alliance. The Carrier Lease Agreement's rate is
Twenty One Thousand Six Hundred Dollars ($21,600) per year, payable in advance,
with 3% escalation yearly. The initial term is for ten (10) years with four (4)
subsequent, five (5) year automatic renewals (total 30 years) unless terminated
by Cingular Wireless prior to the renewal dates. . Rent started upon the
completion of construction of the facility.

Gresston Tower Facility

      The Gresston Tower Facility is located in Dodge County, GA. The facility
is located on a leased parcel of property. A ground lease has been executed
which has an initial term of five (5) years with five (5), five-year automatic
renewals (total 30 years) unless terminated by Alliance Towers prior to renewal
dates. Rent is Four Hundred Dollars ($400) per month with 10% escalation
beginning on the anniversary of every five-year term and commences upon the
start of construction. Cingular Wireless is the anchor tenant for the facility.
The Tower Collocation Lease has been executed by both parties and a Notice to
Proceed has been issued to Alliance. The Carrier Lease Agreement's rate is
Twenty One Thousand Six Hundred Dollars ($21,600) per year, payable in advance,
with 3% escalation yearly. The initial term is for ten (10) years with four (4)
subsequent, five (5) year automatic renewals (total 30 years) unless terminated
by Cingular Wireless prior to the renewal dates. Rent started upon the
completion of construction of the facility.

New Red Hill Church Tower Facility

      The New Red Hill Church Facility is located in Telfair County, GA. The
facility is located on a leased parcel of property. A ground lease has been
executed which has an initial term of five (5) years with five (5), five-year
automatic renewals (total 30 years) unless terminated by Alliance Towers prior
to the renewal dates. Rent is Four Hundred Dollars ($400) per month with 10%

                                       4
<PAGE>

escalation beginning on the anniversary of every five-year term and commences
upon the start of construction. Cingular Wireless is the anchor tenant for the
facility. The Tower Collocation Lease has been executed by both parties and a
Notice to Proceed has been issued to Alliance. The Carrier Lease Agreement's
rate is Twenty One Thousand Six Hundred Dollars ($21,600) per year, payable in
advance, with 3% escalation yearly. The initial term is for ten (10) years with
four (4) subsequent, five (5) year automatic renewals (total 30 years) unless
terminated by Cingular Wireless prior to the renewal dates. Rent started upon
the completion of construction of the facility.

Milan Tower Facility

      The Milan Tower Facility is located in Dodge County, GA. The facility is
located on a leased parcel of property. A ground lease has been executed which
has an initial term of five (5) years with five (5), five-year automatic
renewals (total 30 years) unless terminated by Alliance Towers prior to the
renewal dates. Rent is Four Hundred Dollars ($400) per month with 10% escalation
beginning on the anniversary of every five-year term and commences upon the
start of construction. Cingular Wireless is the anchor tenant for the facility.
The Tower Collocation Lease has been executed by both parties and a Notice to
Proceed has been issued to Alliance. The Carrier Lease Agreement's rate will be
at Twenty One Thousand Six Hundred Dollars ($21,600) per year, payable in
advance, with 3% escalation yearly. The initial term is for ten (10) years with
four (4) subsequent, five (5) year automatic renewals (total 30 years) unless
terminated by Cingular Wireless prior to the renewal dates. Rent started upon
the completion of construction of the facility.

Sasser Tower Facility

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

Mill Creek Tower Facility

The Mill Creek Tower Facility is located in Wheeler County, GA. The facility is
located on a leased parcel of property. A ground lease has been executed which
has an initial term of five (5) years with five (5), five-year automatic
renewals (total 30 years) unless terminated by Alliance Towers prior to the
renewal dates. Rent is Four Hundred Dollars ($400) per month with 10% escalation
beginning on the anniversary of every five-year term and commences upon the
start of construction. Cingular Wireless is the anchor tenant for the facility.
The Tower Collocation Lease has been executed by both parties and a Notice to
Proceed has been issued to Alliance. The Carrier Lease Agreement's rate is at
Twenty One Thousand Six Hundred Dollars ($21,600) per year, payable in advance,
with 3% escalation yearly. The initial term is for ten (10) years with four (4)
subsequent, five (5) year automatic renewals (total 30 years) unless terminated
by Cingular Wireless prior to the renewal dates. Rent started upon the
completion of construction of the facility.

Structure of Our Tower Facilities

The tower facilities are guyed tower facilities with tower structures ranging
between two hundred sixty feet (260 ft.) and three hundred sixty feet (360 ft.)
in height. Both the compound areas and towers are designed to accommodate 4 to 5
wireless carries. The only exceptions to these criteria are the Georgetown
Facility, that is designed for 4 carries and the Georgetown County Emergency
Service's equipment and the Mill Creek Facility that will have a 160 ft.
monopole structure designed to accommodate three wireless carriers.

Additional Tower Facilities

      Due to our lack of funding for construction and insufficient revenue, we
will not proceed into construction for previously anticipated facilities for
Cingular Wireless at Dodge High, East Crisp, Lamar, Huntington, Big Branch,
Chauncey and Davis. On January 7, 2005 our Board of Directors determined that
there was an inability to continue with the seven additional sites for Cingular
Wireless due to a lack of funding. It was determined by our Board of Directors
that these contracts would be transferred to another party which has the funds
to complete the sites. These sites are being transferred to EMEGC in
consideration of not charging interest amounts owed to EMEGC from Alliance
Towers from October 2003 to the effective date of the EMEGC Promissory Note.

                                       5
<PAGE>

Financial Performance

      We have historically lost money. For the years ended December 31, 2004 and
2003, we sustained losses of $1,665,375 and $279,689 respectively. 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.
Currently, we are not active in developing any wireless telecommunication
facilities because of our lack of external financing and insufficient revenue to
cover our operating costs. If we do not obtain external financing, we will be
forced to cease our business operations. For more information concerning our
financial performance, please see "Management's Discussion and Analysis or Plan
of Operation."

      In addition, on December 30, 2004, we issued a Promissory Note to EMEGC in
the principal amount of $1,696,886.47. Under the terms of the Promissory Note,
we are obligated to pay the principal and accrued interest immediately upon
written demand from EMEGC, but no sooner than April 1, 2005. Interest accrues on
the outstanding principal balance of the Promissory Note at a daily rate, the
denomination of which is three hundred sixty (360), and the numerator of which
is the Prime Rate plus three (3%). Accrued interest on the outstanding principal
balance of the Promissory Note is due and payable on the quarterly anniversary
of the execution of the Promissory Note and on each subsequent quarterly
anniversary thereafter. The Promissory Note is secured by all of our assets
pursuant to a Security Agreement, dated December 30, 2004. In the event that we
are unable to repay the Promissory Note when due, we could lose all of our
assets, including, but not limited to, all of our wireless telecommunication
facilities and be forced to cease our operations.

ITEM 2.  DESCRIPTION OF PROPERTY

      Currently our corporate headquarters are located at 5401 S. Dale Mabry,
Tampa, FL 33611. Our corporate headquarters occupies about 300 square feet
pursuant to a month-to-month lease at $350 per month, which may be terminated
upon 60 days prior notice.

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

ITEM 3.  LEGAL PROCEEDINGS

      None.

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

      There were no matters submitted to a vote of our security holders during
the year ended December 31, 2004.


                                       6
<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.
As of November 5, 2004, our common stock began being quoted on the
Over-the-Counter Bulletin Board. The Company's high and low bid prices by
quarter during 2002, 2003 and 2004 are as follows:

                                         Calendar Year 2002(1)
                                       ------------------------
                                       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(1)
                                       ------------------------
                                       High Bid         Low Bid
                                       --------         -------
           First Quarter                $0.04            $0.02
           Second Quarter               $0.04            $0.04
           Third Quarter                $0.05            $0.01
           Fourth Quarter               $0.06            $0.02


                                         Calendar Year 2004(1)
                                       ------------------------
                                       High Bid         Low Bid
                                       --------         -------
           First Quarter               $0.045           $0.020
           Second Quarter              $0.020           $0.010
           Third Quarter               $0.019           $0.008
           Fourth Quarter              $0.018          $0.0006

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

(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 March 14, 2005, our Company had approximately 107 shareholders of
record.

Dividends

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

Sales Of Unregistered Securities

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

                                       7
<PAGE>

      On May 28, 2004 we issued 500,000 shares to a placement agent for the
Equity Line Agreement.

      On June 1, 2004, we issued 25,000,000 shares valued at $0.01 per share to
Bottom Line Advisors for a two year consulting agreement.

      On August 4, 2004, we issued 5,000,000 shares valued at $0.02 per share to
David Propis for a one year consulting agreement.

      On December 21, 2004, we entered into a note payable with EMEGC for the
payment of outstanding payables for the construction of the communication towers
and the payables for the towers which were in progress. The Promissory Note is
the amount of $1,696,886 and has a maturity date of April 1, 2005.

      On January 25, 2005, we issued the following unregistered securities:

      The Company issued 100,000,000 restricted shares of its common stock,
valued at $0.00123 per share, to OWW Clearing LLC, for the satisfaction of note
payables and accrued interest in the amount of $123,676. These notes represent
funds received from OWW Clearing LLC between April 2003 and January 2004.

      The Company issued 150,000,000 restricted shares of its common stock,
valued at $0.00127 per share, to Lee Matzig for the satisfaction of a note
payable and accounts payable in the amount of $190,730.53 in connection with
August Project 1 Corp. This amount due represented amounts carried over from
August Project 1 Corp. through the merger with Alliance Towers, Inc. on February
13, 2003.

      The Company issued 31,924,000 restricted shares of its common stock,
valued at $0.0013 per share, to Diversified Management LLC for the satisfaction
of a note payable in the amount of $41,500. On August 1, 2004, the Company
issued a note payable in the amount of $80,476 for partial payment of tower
inventory purchased on that date and as of January 25, 2005, the remaining
principal balance of the note was $41,500.

      The Company issued 59,384,615 restricted shares of its common stock,
valued at $0.0013 per share, to Kenneth Brand for the satisfaction of deferred
consulting expenses in the amount of $77,200, which had accumulated through
March 2004.

      The company issued 64,477,692 restricted shares of its common stock,
valued at $0.0013 per share, to Michael Delin for the satisfaction of deferred
compensation expenses in the amount of $83,821, which had accumulated through
January 2005.

      The Company issued 305,590,000 restricted shares of its common stock
valued at $0.0013 per share, to Bottom Line Advisors for the satisfaction of
accounts payable in the amount of $398,567, which amount was due to Central
Wireless, Inc. Bottom Line Advisors contracted with Central Wireless, Inc. for
the purchase of the Central Wireless, Inc. accounts receivables that were owed
by the Company. Central Wireless, Inc. received 134,065,000 shares of common
stock in the transaction from the shares issued to Bottom Line.

      The company issued 150,000,000 restricted shares of its common stock,
valued at $0.001, to Bottom Line Advisors for advisory services of $150,000.

      In addition, on February 2, 2005, the Company issued 153,526,923
restricted shares of its common stock, valued at $0.0013 per share, to Robert
Sandburg for the satisfaction of deferred compensation expenses in the amount of
$199,585, which had accumulated through January 2005.

      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

      Currently, we are not active in developing any wireless telecommunication
facilities because of a lack of external financing and insufficient revenue to
cover our operating costs. If we do not obtain external financing, we will be
forced to cease our business operations. Due to our lack of funding, we are

                                       8
<PAGE>

pursuing a merge with a third party. As of December 31, 2004, we had $20,434
cash on hand. We currently do not have a source of revenue to cover operating
costs to allow us to continue as a going concern. Accordingly, our independent
accountants have included in our financial statements a going concern
qualification footnote. There can be no assurance that we will be able to
continue our tower operations.

      In addition, on December 30, 2004, we issued a Promissory Note to EMEGC in
the principal amount of $1,696,886.47. Under the terms of the Promissory Note,
we are obligated to pay the principal and accrued interest immediately upon
written demand from EMEGC, but no sooner than April 1, 2005. Interest accrues on
the outstanding principal balance of the Promissory Note at a daily rate, the
denomination of which is three hundred sixty (360), and the numerator of which
is the Prime Rate plus three (3%). Accrued interest on the outstanding principal
balance of the Promissory Note is due and payable on the quarterly anniversary
of the execution of the Promissory Note and on each subsequent quarterly
anniversary thereafter. The Promissory Note is secured by all of our assets
pursuant to a Security Agreement, dated December 30, 2004. In the event that we
are unable to repay the Promissory Note when due, we could lose all of our
assets, including, but not limited to, all of our wireless telecommunication
facilities and be forced to cease our operations.

      Due to our lack of funding for construction and insufficient revenue, we
will not proceed into construction for previously anticipated facilities for
Cingular Wireless at Dodge High, East Crisp, Lamar, Huntington, Big Branch,
Chauncey and Davis. On January 7, 2005 our Board of Directors determined that
there was an inability to continue with the seven additional sites for Cingular
Wireless due to a lack of funding. It was determined by our Board of Directors
that these contracts would be transferred to another party which has the funds
to complete the sites. These sites are being transferred to EMEGC in
consideration of not charging interest amounts owed to EMEGC from Alliance
Towers from October 2003 to the effective date of the EMEGC Promissory Note.

      Balance Sheet. At December 31, 2004 we had total assets of approximately
$2,252,664 and current liabilities of $3,441,888. As December 31, 2003, we had
total assets of approximately $638,009 and had current liabilities of
approximately $1,095,108.

      Income Statement. For the year ended December 31, 2004 and 2003, we had
revenue of $141,255 and $1,919 respectively. This increase is attributable to
nine cellular wireless towers, which were completed through 2004. Our main
operating expenses consist of payroll expenses, consulting expenses and the
costs of complying with the reporting requirements of the Securities Act of
1933, including legal and accounting fees. For the year ended December 31, 2004,
we recorded $1,685,865 in Total Operating Expenses, consisting of $201,405 in
payroll expenses, $922,261 in consulting expenses, $70,535 in general and
administrative expenses, $116,589 in professional fees, $41,460 in ground lease
and related costs and $42,142 in depreciation expense. We also incurred a net
loss for the year of $1,665,375 compared to a net loss of $279,689 for the
year-end December 31, 2003.

      Recent Accounting Pronouncements. On December 16, 2004 the FASB issued
SFAS No. 123(R), Share-Based Payment, which is an amendment to SFAS No. 123,
Accounting for Stock-Based Compensation. This new standard eliminates the
ability to account for share-based compensation transactions using Accounting
Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to
Employees, and generally requires such transactions to be accounted for using a
fair-value-based method and the resulting cost recognized in our financial
statements. This new standard is effective for awards that are granted, modified
or settled in cash in interim and annual periods beginning after June 15, 2005.
In addition, this new standard will apply to unvested options granted prior to
the effective date. We will adopt this new standard effective for the fourth
fiscal quarter of 2005, and have not yet determined what impact this standard
will have on our financial position or results of operations.

      In November 2004, the FASB issued SFAS No. 151, Inventory Costs - an
amendment of ARB No. 43, Chapter 4. This Statement amends the guidance in ARB
No. 43, Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal
amounts of idle facility expense, freight, handling costs, and wasted material
(spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that ". . .
under some circumstances, items such as idle facility expense, excessive
spoilage, double freight, and rehandling costs may be so abnormal as to require
treatment as current period charges. . . ." This Statement requires that those
items be recognized as current-period charges regardless of whether they meet
the criterion of "so abnormal." In addition, this Statement requires that
allocation of fixed production overheads to the costs of conversion be based on
the normal capacity of the production facilities. This statement is effective
for inventory costs incurred during fiscal years beginning after June 15, 2005.
Management does not believe the adoption of this Statement will have any
immediate material impact on the Company.

                                       9
<PAGE>

      In December 2004, the FASB issued SFAS No. 152, Accounting for Real Estate
Time-sharing Transactions, which amends FASB statement No. 66, Accounting for
Sales of Real Estate, to reference the financial accounting and reporting
guidance for real estate time-sharing transactions that is provided in AICPA
Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing
Transactions. This statement also amends FASB Statement No. 67, Accounting for
Costs and Initial Rental Operations of Real Estate Projects, to state that the
guidance for (a) incidental operations and (b) costs incurred to sell real
estate projects does not apply to real estate time-sharing transactions. The
accounting for those operations and costs is subject to the guidance in SOP
04-2. This Statement is effective for financial statements for fiscal years
beginning after June 15, 2005. Management believes the adoption of this
Statement will have no impact on the financial statements of the Company.

      In December 2004, the FASB issued SFAS No.153, Exchange of Nonmonetary
Assets. This Statement addresses the measurement of exchanges of nonmonetary
assets. The guidance in APB Opinion No. 29, Accounting for Nonmonetary
Transactions, is based on the principle that exchanges of nonmonetary assets
should be measured based on the fair value of the assets exchanged. The guidance
in that Opinion, however, included certain exceptions to that principle. This
Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges
of similar productive assets and replaces it with a general exception for
exchanges of nonmonetary assets that do not have commercial substance. A
nonmonetrary exchange has commercial substance if the future cash flows of the
entity are expected to change significantly as a result of the exchange. This
Statement is effective for financial statements for fiscal years beginning after
June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges
incurred during fiscal years beginning after the date of this statement is
issued. Management believes the adoption of this Statement will have no impact
on the financial statements of the Company

Results Of Operations For The Year Ended December 31, 2004, As Compared To The
Year Ended December 31, 2003

      Revenues. For the year ended December 31, 2004 and 2003, we had revenue of
$141,255 and $1,919 respectively. This increase is attributable to lease
proceeds we received on recently completed tower facilities.

      Operating expenses. For the year ended December 31, 2004, we had total
operating expenses of $1,685,865, as compared to total operating expenses of
$270,240 for the year ended December 31, 2003, an increase of $1,415,625 or
524%. This increase is primarily attributable to increased payroll expenses,
professional fees and consulting expenses that were incurred as a result of our
development of tower facilities for the wireless communications industry.

      Net Income (Loss). For the year ended December 31, 2004, we had a net loss
of $1,665,375, as compared to a net loss of $279,689 for the year ended December
31, 2003, an increase of $1,385,686 or 495.44%. This increased loss is primarily
attributable to the increased operating expenses that we incurred as a result of
our development of tower facilities for the wireless communications industry.

Liquidity And Capital Resources

      As of December 31, 2004, we had $20,434 cash-on-hand compared to $33 on
December 31, 2003. Our total current liabilities exceed our current assets.

Working Capital

      We had a net working capital deficit of $3,121,487 for the year-end
December 31, 2004, as compared to a net working capital deficit of $1,043,756
for the year ended December 31, 2003, an increase of $2,077,731 is an increase
of 50.2%. The increase in working capital deficit was a result of nine
communication towers being completed and accumulation of payroll and other
expenses in the year ended December 31, 2004.

      In addition, on December 30, 2004, we issued a Promissory Note to EMEGC in
the principal amount of $1,696,886.47. Under the terms of the Promissory Note,
we are obligated to pay the principal and accrued interest immediately upon
written demand from EMEGC, but no sooner than April 1, 2005. Interest accrues on
the outstanding principal balance of the Promissory Note at a daily rate, the
denomination of which is three hundred sixty (360), and the numerator of which
is the Prime Rate plus three (3%). Accrued interest on the outstanding principal
balance of the Promissory Note is due and payable on the quarterly anniversary

                                       10
<PAGE>

of the execution of the Promissory Note and on each subsequent quarterly
anniversary thereafter. The Promissory Note is secured by all of our assets
pursuant to a Security Agreement, dated December 30, 2004. In the event that we
are unable to repay the Promissory Note when due, we could lose all of our
assets, including, but not limited to, all of our wireless telecommunication
facilities and be forced to cease our operations.

      In addition, as of June 4, 2004, we issued a Secured Convertible Debenture
to Cornell Capital Partners in the principal amount of $250,000. The convertible
debenture accrues interest at the rate of 5% per year. The convertible debenture
has a term of 3 years and is secured by all of our assets. At Alliance Towers'
option, the entire principal amount and all accrued interest can be either: (i)
paid to the holder of the convertible debenture on the third-year anniversary of
the convertible debenture or (ii) converted into shares of Alliance Towers
common stock. The convertible debenture is convertible into shares of our common
stock at a price per share that is equal to the lesser of: (i) an amount equal
to 120% of the closing bid price of our common stock as of the date of the
convertible debenture or (ii) an amount equal to 80% of the average of the
lowest daily volume weighted average price of our common stock for the five
trading days immediately preceding the conversion date. The convertible
debenture accrues interest at a rate of 5% per year and is convertible at the
holder's option. At Alliance Towers' option, the convertible debenture may be
paid in cash or converted into shares of our common stock unless converted
earlier by the holder. Except after an event of default, as set forth in the
Secured Convertible Debenture, the holder is not entitled to convert such
debenture for a number of shares of our common stock in excess of that number of
shares which, upon giving effect to such conversion, would cause the aggregate
number of shares of common stock beneficially held by such holder and its
affiliated to exceed 4.99% of our outstanding shares of common stock. After our
15C 211 application filed with the NASD was declared effective, we will issue a
second Secured Convertible Debenture to Cornell Capital Partners on July 6, 2004
in the principal amount of $125,000 upon the same terms and conditions as the
first Secured Convertible Debenture described above. We are currently in default
on our obligations to Cornell Capital Partners, as the Company has not had a
registration statement declared effective by the Securities and Exchange
Commission with respect to the registration of shares of common stock underlying
the Secured Convertible Debenture.

Cash Flow from Operating Activities

      Net cash used by operating activities for the year ended December 31, 2004
was $94,751, as compared to net cash used by operating activities of $69,112 for
December 31, 2003. The increase is due to the increase in business activity from
the completion of 9 additional communication towers.

Cash Flow from Investing Activities

Net cash used by investing activities for the year ended December 31, 2004 and
2003 was $1,841,171 and $587,461 respectively. During 2004 we entered into a
Note Payable with our contractor for the construction of the nine towers
completed this year and the expenses involved with the completion of the three
towers in the previous year.

Cash Flow from Financing Activities

      Net cash provided by financing activities for the year ended December 31,
2004 was $1,956,323, as compared to $656,606 for December 31, 2003. Through the
issuance of note payable and the accumulation of accounts payables we were
capable of completing nine communication towers. We have also received $375,000
in convertible debentures in 2004.

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

      On December 12, 2003, we entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners, LP. Pursuant to the Standby Equity
Distribution Agreement and subject to an effective registration statement, we
may, at our discretion, periodically issue and sell to Cornell Capital Partners
shares of common stock for a total purchase price of $10 million. The amount of
each advance is subject to an aggregate maximum advance amount of $450,000 in
any thirty-day period, provided that each advance may not exceed $150,000. If we

                                       11
<PAGE>

obtain an effective registration statement, Cornell Capital Partners will be
required to purchase shares of our common stock for a 1% discount to the lowest
closing bid price of our common stock for the 5 days immediately following the
notice date. In addition, Cornell Capital Partners will retain 4% of each
advance under the Standby Equity Distribution Agreement and receive a one-time
commitment fee of $490,000, payable by the issuance of a convertible debenture.
Cornell Capital Partners intends to sell any shares purchased under the Standby
Equity Distribution Agreement at the then prevailing market price. Currently,
the Company is in default on its obligations under the Standby Equity
Distribution Agreement.

      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. 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 2004 and 2003 financial statements
which states that our Company does not have significant cash or other material
assets to cover our operating costs and to allow us to continue as a going
concern. Our ability to obtain additional funding will determine our ability to
continue as a going concern. Our financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

      The following is an unaudited pro forma balance sheet to assist the reader
in determining the impact of the previously mentioned subsequent events which
have occurred and which are anticipated to occur. The amounts used were as of
the December 31, 2004 balance sheet.

<TABLE>
<CAPTION>
                                                                                              After
                                         Balance                                           Subsequent
                                    December 31, 2004   Subsequent Events                    Events
                                    -----------------   -----------------   ------     -----------------

<S>                                   <C>              <C>             <C>               <C>
Cash                                  $      20,434    $        --                        $      20,434
Constructions in progress                   161,950         (161,950)        (1)                     --
Accounts receivable                             669             --                                  669
Other assets                                111,948         (111,948)        (1)                     --
Note receivable                              25,400          (25,400)       (10)                     --
                                      -------------    -------------                      -------------

Total Current Assets                        320,401         (299,298)                            21,203
                                      -------------    -------------                      -------------
Property & Equipment, Net                 1,932,263       (1,932,263)        (1)                     --
                                      -------------    -------------                      -------------
Total Assets                          $   2,265,664    $  (2,231,561)        (1)          $      21,203
                                      -------------    -------------                      -------------
Accounts payable                      $     132,082    $     (18,743)        (3)          $     113,339
Accounts payable - related parties          568,167         (568,167)   (3)(4)(5)(7)                 --
Advance lease                                63,000          (63,000)        (1)                     --
Note payable                              1,696,886       (1,696,886)        (1)                     --
Unearned rent                                84,608          (84,608)        (1)                     --
Deferred compensation                       266,406         (266,406)      (6)(9)                    --
Notes payable - related parties              95,150          (95,150)        (3)                     --
Interest payable - related parties           25,938          (25,938)        (3)                     --
Notes payable                               109,644         (109,644)        (2)                     --
Interest payable                             25,007          (25,007)     (1)(2)(4)                  --
Convertible Debentures                      375,000         (375,000)        (1)                     --
                                      -------------    -------------                      -------------
                                          3,441,888       (3,328,549)                           113,339
                                      -------------    -------------                      -------------
                                                                        (2)(3)(4)(5)

Common stock                              1,1661,60          864,903    (6)(7)(8)(9)          2,031,063
Additional paid in capital                 (399,960)         234,249                           (165,711)
Accumulated deficit                      (1,955,424)          (2,164)                        (1,957,588)
                                      -------------    -------------                      -------------
                                         (1,189,224)       1,096,988                            (92,236)
                                      -------------    -------------                      -------------
Total Liabilities and Stockholders'
Equity (Deficit)                      $   2,252,664    $  (2,231,561)                     $      21,103
                                      =============    =============                      =============
</TABLE>

                                       12
<PAGE>

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

(1)   To remove towers and related assets and liabilities in anticipation of
      exchange of note payable.

(2)   Satisfaction of a note payable for $109,644 and accrued interest of
      $14,032 to OWW Clearing LLC with the issuance of 100,000,000 restricted
      shares of common stock.

(3)   Satisfaction of a note payable to a related party and accounts payable to
      a related party from the August Project shell in the amount of $190,730
      with the issuance of 150,000,000 restricted shares of common stock.

(4)   Satisfaction of a diversified note payable in the amount of $41,500 with
      the issuance of 31,924,000 restricted shares of common stock.

(5)   Satisfaction of deferred compensation expense, owed to Kenneth Brand, in
      the amount of $77,200 with the issuance of 59,384,615 restricted shares of
      common stock.

(6)   Satisfaction of deferred compensation expense for Michael Delin in the
      amount of $76,821 with the issuance of 64,477,692 restricted shares of
      common stock.

(7)   Satisfaction of accounts payable in the amount of $398,567, which were due
      to Central Wireless, with the issuance of 171,525,000 shares of common
      stock to Bottom Line Advisors which had contracted earlier with Central
      Wireless for the purchase of the Central Wireless receivables. Central
      Wireless received 134,065,000 restricted shares of common stock in the
      transaction.

(8)   Bottom Line Advisors was issued 150,000,000 restricted shares of common
      stock in exchange for providing consulting services.

(9)   Satisfaction of deferred compensation expense for Robert Sandburg in the
      amount of $189,585 (accrued as of December 31, 2004) with the issuance of
      153,526,923 restricted shares of common stock.

(10)  Central Wireless provided consulting services to the Company in
      satisfaction of the $25,400.

Certain Business Risks

      The Company is subject to various risks that may materially harm its
business, financial condition and results of operations. You should carefully
consider the risks and uncertainties described below and the other information
in this filing before deciding to purchase the Company's common stock. These are
not the only risks and uncertainties that the Company faces. If any of these
risks or uncertainties actually occurs, the Company's business, financial
condition or operating results could be materially harmed. In that case, the
trading price of the Company's common stock could decline and you could lose all
or part of your investment.

We Have Had Very Limited Operating History And Revenue From Which To Evaluate
Our Business

      We have had a very limited operating history and revenue from operations
since our inception on December 3, 2002. For the years ended December 31, 2004
and 2003, we had revenues of $141,255 and $1,919, respectively. In addition, we
have limited assets and financial resources. Due to our lack of operations and
revenue, we expect to incur operating losses for the foreseeable future. Due to
our lack of operations, there is limited information upon which investors can
evaluate our business. Currently, we are not active in developing any wireless
telecommunication facilities because of a lack of financing and insufficient
revenue to cover our operating expenses. Our independent auditors have noted
that Alliance Towers does not have significant cash or a source of revenue to
cover our operating costs and to allow us to continue as a going concern.
External capital will be required for us to continue as a going concern. Our
inability to continue as a going concern could result in you losing your entire
investment in Alliance Towers.

We Will Need To Raise Additional Capital To Continue Our Operations

      We have relied almost entirely on external financing to fund our
operations. Such financing has historically come from a combination of
borrowings from and sale of common stock to third parties and funds provided by
certain officers and directors. Currently, we are not active in developing any
wireless telecommunication facilities because of a lack of financing and
insufficient revenue to cover our operating expenses. If we do not obtain
external financing, we will be forced to cease our business operations. In
addition, due to our lack of financing, we are pursuing a merger with a third
party that we may not be able to successfully consummate. Among other things,
external financing will be required to cover our operating costs. We cannot
assure you that financing, whether from external sources or related parties,
will be available if needed or on favorable terms. The sale of our common stock
to raise capital may cause dilution to our existing shareholders.

                                       13
<PAGE>

There Is Substantial Doubt About Our Ability To Continue As A Going Concern Due
To Insufficient Revenues To Cover Our Operating Costs, Which Means That We May
Not Be Able To Continue Operations Unless We Obtain Additional Funding

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

All Of Our Assets Are Pledged to Secure Certain Debt Obligations, Which We Could
Fail to Repay

      On December 30, 2004, we issued a Promissory Note to EMEGC in the
principal amount of $1,696,886.47. Under the terms of the Promissory Note, we
are obligated to pay the principal and accrued interest immediately upon written
demand from EMEGC, but no sooner than April 1, 2005. Interest accrues on the
outstanding principal balance of the Promissory Note at a daily rate, the
denomination of which is three hundred sixty (360), and the numerator of which
is the Prime Rate plus three (3%). Accrued interest on the outstanding principal
balance of the Promissory Note is due and payable on the quarterly anniversary
of the execution of the Promissory Note and on each subsequent quarterly
anniversary thereafter. The Promissory Note is secured by all of our assets
pursuant to a Security Agreement, dated December 30, 2004. In the event that we
are unable to repay the Promissory Note when due, we could lose all of our
assets, including, but not limited to, all of our wireless telecommunication
facilities and be forced to cease our operations. In addition, pursuant to our
Secured Convertible Debentures in the principal amount of $375,000 issued to
Cornell Capital Partners, L.P., we were required to secure such debenture's
repayment with all of our Company's assets. At out option, the convertible
debenture may be paid in cash or converted in shares of our common stock unless
converted earlier by the holder. If either Alliance Towers or Cornell Capital
Partners elect to convert the convertible debenture into shares of our common
stock, our current shareholders will experience significant dilution. In the
event we are unable to repay the convertible debenture, we could lose all of our
assets and be forced to cease our operations. We are currently in default under
these Secured Convertible Debentures.

We Are Subject To A Working Capital Deficit, Which Means That Our Current Assets
On December 31, 2004 Were Not Sufficient To Satisfy Our Current Liabilities

      We had a working capital deficit of $3,121,487 at December 31, 2004, which
means that our current liabilities as of that date exceeded our current assets
on December 31, 2004 by $2,746,487. Current assets are assets that are expected
to be converted to cash within one year and, therefore, may be used to pay
current liabilities as they become due. Our working capital deficit means that
our current assets on December 31, 2004 were not sufficient to satisfy all of
our current liabilities on that date. If our ongoing operations do not begin to
provide sufficient profitability to offset the working capital deficit we may
have to raise capital or debt to fund the deficit.

Our Common Stock May Be Affected By Limited Trading Volume And May Fluctuate
Significantly

      There has been a limited public market for our common stock and there can
be no assurance that a more active trading market for our common stock will
develop. Currently, our common stock is traded on the Over-the-Counter Bulletin
Board. An absence of an active trading market could adversely affect our
shareholders' ability to sell our common stock in short time periods, or
possibly at all. Our common stock has experienced, and is likely to experience
in the future, significant price and volume fluctuations, which could adversely
affect the market price of our common stock without regard to our operating
performance. In addition, we believe that factors such as quarterly fluctuations
in our financial results and changes in the overall economy or the condition of
the financial markets could cause the price of our common stock to fluctuate
substantially. These fluctuations may also cause short sellers to enter the
market from time to time in the belief that Alliance Towers will have poor
results in the future. We cannot predict the actions of market participants and,
therefore, can offer no assurances that the market for our stock will be stable
or appreciate over time.

Our Common Stock Is Deemed To Be "Penny Stock," Which May Make It More Difficult
For Investors To Resell Their Shares Due To Suitability Requirements

                                       14
<PAGE>

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

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

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

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

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

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

ITEM 7. FINANCIAL STATEMENTS

                              ALLIANCE TOWERS, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2004
<PAGE>

                                 C O N T E N T S

Report of Independent Registered Public Accounting Firm.................    3

Consolidated Balance Sheet..............................................  4 - 5

Consolidated Statements of Operations...................................    6

Consolidated Statements of Stockholders' Equity (Deficit)...............    7

Consolidated Statements of Cash Flows...................................  8 - 9

Notes to the Consolidated Financial Statements.......................... 10 - 19
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Alliance Towers, Inc.
Tampa, Florida

We have audited the accompanying  consolidated balance sheet of Alliance Towers,
Inc.  as of  December  31,  2004  and the  related  consolidated  statements  of
operations,  stockholders' equity (deficit),  and cash flows for the years ended
December 31, 2004 and 2003.  These  consolidated  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Alliance  Towers,  Inc.  as of  December  31,  2004,  and the  results  of their
operations  and their cash flows for the years ended December 31, 2004 and 2003,
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial  statements,  the Company has suffered  recurring losses
from  operations and total  liabilities  exceed total assets.  These items raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are also described in Note 2. The
consolidated  financial  statements  do not include any  adjustments  that might
result from the outcome of this uncertainty.


HJ & Associates, LLC
Salt Lake City, Utah
February 18, 2005
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                           Consolidated Balance Sheet

                                     ASSETS

                                                                December 31,
                                                                    2004
                                                            -------------------
CURRENT ASSETS

   Cash                                                     $            20,434
   Construction in progress                                             161,950
   Accounts receivable                                                      669
   Tower inventory                                                      111,948
   Note receivable (Note 8)                                              25,400
                                                            -------------------

     Total Current Assets                                               320,401
                                                            -------------------

PROPERTY AND EQUIPMENT, NET (Note 4)                                  1,932,263
                                                            -------------------

     TOTAL ASSETS                                           $         2,252,664
                                                            ===================

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


                                        4
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                     Consolidated Balance Sheet (Continued)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

                                                                    December 31,
                                                                       2004
                                                                    -----------
CURRENT LIABILITIES

   Accounts payable                                                 $   132,082
   Accounts payable - related parties (Note 5)                          568,167
   Advance lease                                                         63,000
   Note Payable - EM Enterprises (Note 6)                             1,696,886
   Unearned rent                                                         84,608
   Deferred compensation (Note 5)                                       266,406
   Notes payable - related parties (Note 5)                              95,150
   Interest payable - related parties                                    25,938
   Notes payable                                                        109,644
   Interest payable                                                      25,007
   Convertible debenture (Note 7)                                       375,000
                                                                    -----------

     Total Current Liabilities                                        3,441,888
                                                                    -----------

       Total Liabilities                                              3,441,888
                                                                    -----------

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock authorized: 10,000,000 shares
     at $0.001 par value; no shares issued and outstanding                   --
   Common stock; authorized 5,000,000,000 common
     shares at $0.001 par value; 1,161,160,000
     shares issued and outstanding                                    1,166,160
   Additional paid-in capital                                          (399,960)
   Accumulated deficit                                               (1,955,424)
                                                                    -----------

     Total Stockholders' Equity (Deficit)                            (1,189,224)
                                                                    -----------

       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)         $ 2,252,664
                                                                    ===========

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


                                        5
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                      Consolidated Statements of Operations

                                                            For the
                                                           Year Ended
                                                          December 31,
                                                -------------------------------
                                                      2004            2003
                                                ---------------  --------------

REVENUES                                        $       141,255  $        1,919
                                                ---------------  --------------

OPERATING EXPENSES

   Ground lease and related costs                        41,460              --
   Professional fees                                    116,589          80,320
   Consulting expenses                                  922,261          60,000
   Payroll expenses                                     201,405         107,000
   General and administrative                            70,535          22,116
   Depreciation expense                                  42,142             804
   Impairment Expense                                   291,473              --
                                                ---------------- --------------

Total Operating Expenses                              1,685,865         270,240
                                                ---------------  --------------

LOSS FROM OPERATIONS                                 (1,544,610)       (268,321)
                                                ---------------  ---------------

OTHER EXPENSES

   Interest expense                                    (120,765)        (11,368)
                                                ---------------  --------------

Total Other Expenses                                   (120,765)        (11,368)
                                                ---------------  --------------

NET LOSS                                        $    (1,665,375) $     (279,689)
                                                ===============  ==============

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

WEIGHTED AVERAGE NUMBER OF
   SHARES OUTSTANDING                             1,154,664,601   1,123,656,745
                                                ===============  ==============

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


                                        6
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                  Additional
                                                     Common Stock                   Paid-in
                                            --------------------------------        Capital          Deferred        Accumulated
                                                Shares            Amount           (Deficit)        Consulting         Deficit
                                            --------------    --------------    --------------    --------------    --------------
<S>                                         <C>               <C>               <C>               <C>               <C>
Balance, December 31, 2002                   1,036,000,000    $    1,036,000    $   (1,029,190)   $           --    $      (10,360)

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

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

Net loss for the year ended
  December 31, 2003                                     --                --                --                --          (279,689)
                                            --------------    --------------    --------------    --------------    --------------

Balance, December 31, 2003                   1,135,672,000         1,135,672        (1,302,722)               --          (290,049)

Stock issued for services,
  May 28, 2004                                     500,000               500            14,000                --                --

Stock issued for consulting services,
  May 1, 2004                                   25,000,000            25,000           700,000          (725,000)               --

Reconciling transaction
                                                   (12,000)              (12)               12                --                --
Beneficial conversion feature of
  convertible debenture                                 --                --            93,750                --                --

Common stock issued for services,
  August 4, 2004                                 5,000,000             5,000            95,000                --                --

Amortization of deferred consulting fees,
  December 31, 2004                                     --                --                --           725,000                --

Net loss for the year ended
  December 31, 2004                                     --                --                --                --        (1,665,375)
                                            --------------    --------------    --------------    --------------    --------------

Balance, December 31, 2004                   1,166,160,000    $    1,166,160    $     (399,960)   $           --    $   (1,955,424)
                                            ==============    ==============    ==============    ==============    ==============
</TABLE>

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


                                        7
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                      Consolidated Statements of Cash Flows

                                                                For The
                                                              Year Ended
                                                             December 31,
                                                     --------------------------
                                                         2004          2003
                                                     -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                          $(1,665,375)   $  (279,689)
   Adjustments to reconcile net loss to
    net cash used by operations:
     Stock issued for services                           839,500             --
     Amortization of deferred consulting fees                 --             --
     Depreciation and impairment charge                  333,616            804
     Beneficial conversion feature                        93,750             --
   Changes in operating assets and liabilities:
     Decrese in deposits                                  39,000        (39,000)
     (Increase) in inventory                            (111,948)            --
     (Increase) decrease in accounts receivable            1,250         (1,919)
     (Increase) in notes receivable                      (15,000)       (10,400)
     Increase in unearned rent                            84,608             --
     Increase in deferred compensation                   159,406        107,000
     Increase in accounts payable                         56,427        142,779
     Increase in interest payable
      and interest payable-related parties                27,015         11,313
     Lease advances                                       63,000             --
                                                     -----------    -----------

       Net Cash Used by Operating Activities             (94,751)       (69,112)
                                                     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES

   Increase in constructed assets in progress           (161,950)            --
   Investment in property and equipment               (1,679,221)      (587,461)
                                                     -----------    -----------


       Net Cash Used by Investing Activities          (1,841,171)      (587,461)
                                                     -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES

   Change in accounts payable-related party             (130,562)       561,962
   Proceeds from notes payable                         1,711,885         94,644
   Convertible debenture                                 375,000             --
                                                     -----------    -----------

       Net Cash Provided by Financing Activities       1,956,323        656,606
                                                     -----------    -----------

NET INCREASE IN CASH                                      20,401             33
                                                     -----------    -----------

CASH AT BEGINNING OF PERIOD                                   33             --

CASH AT END OF PERIOD                                $    20,434    $        33
                                                     ===========    ===========

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


                                        8
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                Consolidated Statements of Cash Flows (Continued)

                                                                 For The
                                                               Year Ended
                                                              December 31,
                                                          ---------------------
                                                             2004       2003
                                                          ---------   ---------
SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID DURING THE PERIOD FOR:

   Interest                                               $      --   $      --
   Income taxes                                           $      --   $      --

SCHEDULE OF NON-CASH FINANCING ACTIVITIES

   Recapitalization                                       $      --   $(177,410)
   Common stock issued services                           $ 839,500   $      --
   Contributed capital by shareholder for
     payment of accounts payable                          $      --   $   3,550
   Beneficial conversion feature                          $  93,750   $      --

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


                                        9
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

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. On February 4, 2003, the Company's
      name  was  changed  to  Alliance  Towers,  Inc.,  in  connection  with the
      acquisition of Alliance Tower, Inc., a private Company (`Alliance').

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

      On February 13, 2003, the Company consummated a share exchange transaction
      with  Alliance,  whereby the Company  issued  1,036,000,000  shares of its
      common stock in exchange for all the outstanding common stock of Alliance.
      Alliance was treated as the acquiring  entity for accounting  purposes and
      the Company was treated as the surviving  entity for legal  purposes.  The
      Company is currently involved in the development, ownership, marketing and
      management  of  tower  facilities  for  the  wireless   telecommunications
      industry and deployment and ownership of wireless broadband networks.

      b.    Accounting Method

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

      c.    Estimates

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

      d.    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.

      e.    Revenue Recognition

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


                                       10
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      f.    Advertising

      The Company  follows the policy of charging  the costs of  advertising  to
      expense as incurred.  There was no advertising  expense for either 2004 or
      2003.

      g.    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,
                                             ----------------------------------
                                                  2004               2003
                                             ---------------    ---------------

      Net loss (numerator)                   $    (1,665,375)   $      (279,689)

      Weighted average shares outstanding
       (denominator)                           1,154,664,601      1,123,656,745

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

      Basic  loss per share has been  calculated  based on the  weighed  average
      number of shares of common stock outstanding during the period.  There are
      no common stock equivalents.

      h.    Long-Lived Assets

      In  accordance  with  SFAS  No.  144,  Accounting  for the  Impairment  of
      Long-Lived  Assets and for Long-Lived Assets to Be Disposed Of, long-lived
      assets,  including  goodwill  associated with other long-lived assets, are
      evaluated  for  impairment  whenever  events or changes  in  circumstances
      indicate  that the  carrying  amount of an asset  may not be  recoverable.
      During the year ended December 31, 2004 the Company recorded an impairment
      charge of  $291,473 to the towers to write the value of the towers down to
      the anticipated disposal of the assets in 2005. (Note 9)

      i.    Fixed Assets

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

      j.    Principles of Consolidation

      The  consolidated  financial  statements  as of December  31, 2004 include
      those of  Alliance  Towers,  Inc.  (the  `Company')  and its wholly  owned
      subsidiary,  Alliance Tower, Inc. (Alliance). All significant intercompany
      accounts and transactions have been eliminated.


                                       11
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      k.    Recent Accounting Pronouncements

      On December 16, 2004 the FASB issued SFAS No. 123(R), Share-Based Payment,
      which  is an  amendment  to  SFAS  No.  123,  Accounting  for  Stock-Based
      Compensation.  This new  standard  eliminates  the  ability to account for
      share-based  compensation  transactions using Accounting  Principles Board
      ("APB")  Opinion No. 25,  Accounting  for Stock Issued to  Employees,  and
      generally   requires  such  transactions  to  be  accounted  for  using  a
      fair-value-based method and the resulting cost recognized in our financial
      statements.  This new standard is  effective  for awards that are granted,
      modified or settled in cash in interim and annual periods  beginning after
      June 15,  2005.  In  addition,  this new  standard  will apply to unvested
      options  granted  prior to the  effective  date.  We will  adopt  this new
      standard effective for the fourth fiscal quarter of 2005, and have not yet
      determined  what impact this standard will have on our financial  position
      or results of operations.

      In November  2004,  the FASB issued  SFAS No.  151,  Inventory  Costs - an
      amendment of ARB No. 43, Chapter 4. This Statement  amends the guidance in
      ARB No. 43, Chapter 4, "Inventory  Pricing," to clarify the accounting for
      abnormal amounts of idle facility  expense,  freight,  handling costs, and
      wasted material  (spoilage).  Paragraph 5 of ARB 43, Chapter 4, previously
      stated that ". . . under some  circumstances,  items such as idle facility
      expense,  excessive spoilage,  double freight, and rehandling costs may be
      so abnormal as to require treatment as current period charges. . . ." This
      Statement  requires  that  those  items be  recognized  as  current-period
      charges regardless of whether they meet the criterion of "so abnormal." In
      addition,  this  Statement  requires that  allocation of fixed  production
      overheads to the costs of  conversion  be based on the normal  capacity of
      the production facilities. This statement is effective for inventory costs
      incurred  during fiscal years  beginning  after June 15, 2005.  Management
      does not believe the adoption of this  Statement  will have any  immediate
      material impact on the Company.

      In December 2004, the FASB issued SFAS No. 152, Accounting for Real Estate
      Time-sharing Transactions,  which amends FASB statement No. 66, Accounting
      for Sales of Real  Estate,  to  reference  the  financial  accounting  and
      reporting  guidance  for real  estate  time-sharing  transactions  that is
      provided in AICPA  Statement of Position  (SOP) 04-2,  Accounting for Real
      Estate  Time-Sharing   Transactions.   This  statement  also  amends  FASB
      Statement No. 67,  Accounting for Costs and Initial  Rental  Operations of
      Real  Estate  Projects,  to state  that the  guidance  for (a)  incidental
      operations  and (b) costs  incurred to sell real estate  projects does not
      apply to real estate time-sharing  transactions.  The accounting for those
      operations  and  costs  is  subject  to the  guidance  in SOP  04-2.  This
      Statement is effective for financial statements for fiscal years beginning
      after June 15, 2005.  Management  believes the adoption of this  Statement
      will have no impact on the financial statements of the Company.

      In December  2004,  the FASB issued SFAS No.153,  Exchange of  Nonmonetary
      Assets.   This  Statement   addresses  the  measurement  of  exchanges  of
      nonmonetary  assets.  The guidance in APB Opinion No. 29,  Accounting  for
      Nonmonetary  Transactions,  is based on the  principle  that  exchanges of
      nonmonetary  assets  should  be  measured  based on the fair  value of the
      assets exchanged. The guidance in that Opinion,  however, included certain
      exceptions  to  that  principle.  This  Statement  amends  Opinion  29  to
      eliminate the exception for  nonmonetary  exchanges of similar  productive
      assets  and  replaces  it  with  a  general  exception  for  exchanges  of
      nonmonetary assets that do not have commercial  substance.  A nonmonetrary
      exchange has commercial substance if the future cash flows


                                       12
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      k.    Recent Accounting Pronouncements (Continued)

      of the  entity are  expected  to change  significantly  as a result of the
      exchange.  This Statement is effective for financial statements for fiscal
      years beginning after June 15, 2005. Earlier  application is permitted for
      nonmonetary  asset exchanges  incurred during fiscal years beginning after
      the date of this statement is issued.  Management believes the adoption of
      this  Statement  will have no impact on the  financial  statements  of the
      Company.  The implementation of the provisions of these pronouncements are
      not expected to have a significant  effect on the  Company's  consolidated
      financial statement presentation.

NOTE 2 - GOING CONCERN

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

      In order to  continue  as a going  concern,  develop a reliable  source of
      revenues,  and achieve a profitable  level of operations  the Company will
      need, among other things, additional capital resources. Management's plans
      to continue as a going concern include raising  additional capital through
      sales of common stock.  In addition,  the Company is currently  pursuing a
      reverse merger with another  company.  In connection  with that merger the
      Company has signed a non-binding  letter of intent and both parties are in
      the process of completing  due diligence  for this  transaction.  However,
      management  cannot  provide  any  assurances  that  the  Company  will  be
      successful in accomplishing any of its plans.

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

NOTE 3 - 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 than 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.


                                       13
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 3 - PROVISION FOR TAXES (Continued)

      Net deferred tax assets consist of the following components as of December
      31, 2004 and 2003:

                                     2004         2003
                                  ---------    ---------

      Deferred tax assets:
         NOL carryover            $ 396,600    $ 193,100
         Related party               10,100        7,900

      Deferred tax liabilities:
         Depreciation                    --       (7,800)

      Valuation allowance          (406,700)    (193,200)
                                  ---------    ---------

      Net deferred tax asset      $      --    $      --
                                  =========    =========

      The income tax provision  differs from the amount of income tax determined
      by applying  the U.S.  federal and state income tax rates of 39% to pretax
      income from  continuing  operations  for the years ended December 31, 2004
      and 2003 due to the following:

                                                  2004             2003
                                            ---------------  ---------------

      Book income                           $      (649,496) $      (109,075)
      Related party accruals                             --            2,970
      Depreciation                                       --           (7,865)
      Deferred compensation                          77,320           41,730
      Other                                           2,419              148
      Stock for services/options expense            363,970               --
      Valuation allowance                           205,787           72,092
                                            ---------------  ---------------

                                            $            --  $            --
                                            ===============  ===============

      At December 31, 2004, the Company had net operating loss  carryforwards of
      approximately  $1,015,000 that may be offset against future taxable income
      from the year 2004 through  2024.  No tax benefit has been reported in the
      December 31, 2004 financial  statements since the potential tax benefit is
      offset by a valuation allowance of the same amount.

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


                                       14
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 4 - PROPERTY AND EQUIPMENT

      Property and equipment as of December 31, 2004 consists of the following:

                                      December 31,
                                          2004
                                     -------------
      Wireless towers                $   2,266,682
      Accumulated depreciation            (334,419)
                                     -------------

                                     $   1,932,263
                                     =============

      During the years ended  December 31, 2004 and 2003,  the Company  recorded
      depreciation expense of $42,142 and $804, respectively.

      At  December  31,  2004 the  Company  determined  that it had  suffered an
      impairment  loss on its towers due to events  occurring  after the balance
      sheet  date.  The  Company  `s write  down of the net book  value of fixed
      assets and accumulated  depreciation  resulted in an impairment expense of
      $291,473.

NOTE 5 - RELATED PARTY TRANSACTIONS

      Accounts Payable - Related Parties

      As of December 31, 2004, the Company owed a significant stockholder of the
      Company $77,200,  for consulting  services  provided.  The amounts are not
      accruing interest and are payable on demand.

      As of December 31, 2004,  the Company  owed $41,500 to a  stockholder  and
      consultant.  This  amount  is the  balance  due on the  purchase  of tower
      materials during 2004.

      As of December 31, 2004, the Company owed $50,900 to a  stockholder.  This
      payable  goes back to the August  Project  shell and has been due for over
      two years.

      As of December 31, 2004, the Company owed a related company,  in which its
      CEO is a  significant  shareholder  of the  Company,  $398,567  for  costs
      expended and services performed related to the four towers constructed and
      the towers under construction.

      Notes Payable and Interest Payable - Related Party

      As of December 31, 2004, 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, 2004
      this note had accrued interest of $25,938.

      Deferred Compensation

      As of December 31, 2004,  the Company  owed the  President  and CEO of the
      Company and the CFO of the Company $189,585 and $76,821, respectively, for
      deferred  compensation.  The amounts  are not  accruing  interest  and are
      payable on demand.


                                       15
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 6 - NOTE PAYABLE

      Note due to EM Enterprises dated December 30, 2004,
      bearing interest at prime + 3% per annum, due by
      April 1, 2005 in full, secured by 12 towers                 $    1,696,896
                                                                  ==============

NOTE 7 - CONVERTIBLE DEBENTURE

      Convertible debentures dated June 2 and July 6, 2004,
      bearing interest at 5% per annum, secured by fixed assets   $      375,000
                                                                  ==============

      The  debentures  are  convertible  immediately  into  common  stock of the
      Company at a 20% discount to the Company's  common stock closing prices on
      the dates of conversion.  The Company has recorded a beneficial conversion
      feature  of  $93,750  associated  with the  convertible  debentures.  This
      beneficial  conversion  feature  was  immediately  amortized  to  interest
      expense because debentures are immediately convertible.  This debenture is
      in default due to the registration statement not becoming effective by its
      due date.

NOTE 8 - NOTE RECEIVABLE

      During June 2003,  the Company  entered into an agreement to loan $100,000
      to a broadband  service provider at 8.25% interest  annually with 24 equal
      monthly  payments  of $4,534 plus 5% of gross  revenues  of the  broadband
      services  in  conjunction  with  and  starting  at the  same  time  as the
      beginning of the payments and continuing for 5 years.  Payments will begin
      six months after launching of service.  As of December 31, 2004, the total
      amount loaned to the broadband service provider was $25,400.

NOTE 9 - SUBSEQUENT EVENTS

      Pursuant to the Board's decision, on December 21, 2004 the Company entered
      into a  note  payable  with  EM  Enterprises  (EME)  for  the  payment  of
      outstanding  payables for the construction of the communication towers and
      the payables for those towers,  which are in progress.  The note is in the
      amount of $1,696,886 and has a maturity date of April 1, 2005. The company
      does not have the financial resources to pay off this debt.

      On January 7, 2005 the Board  determined  that there was an  inability  to
      continue  with the seven new sites for  Cingular due to a lack of funding.
      It was  determined  that these  contracts  would be transferred to another
      party,  which has the funds to complete  the sites.  These sites are being
      transferred to EME in  consideration  of not charging  interest to the EME
      note.

      The following transactions occurred on January 25, 2005:

      Satisfaction of a note payable and accrued interest to OWW Clearing LLC in
      the amount of $123,676 with the issuance of  100,000,000  shares of common
      stock.

      Satisfaction of a note payable to a related party and accounts  payable to
      a related party from the August Project in the amount of $190,730 with the
      issuance of 150,000,000 shares of common stock.

      Satisfaction of the Diversified  Management LLC note payable in the amount
      of $41,500 with the issuance of 31,924,000 shares of common stock.


                                       16
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

      Satisfaction of a deferred consulting  expense,  owed to Kenneth Brand, in
      the amount of $77,200 with.  the issuance of  59,384,615  shares of common
      stock

NOTE 9 - SUBSEQUENT EVENTS (Continued)

      Satisfaction of deferred compensation expense for Michael Delin, the CFO
      of the company in the amount of $83,821 with the issuance of 64,477,692
      shares of common stock.

      Satisfaction of accounts payable in the amount of $398,567, which were due
      to Central  Wireless,  with the issuance of  171,525,000  shares of common
      stock to Bottom Line Advisors  which had  contracted  earlier with Central
      Wireless for the  purchase of the Central  Wireless  receivables.  Central
      Wireless received 134,065,000 share of common stock in the transaction.

      Bottom Line  Advisors has provided and is currently  providing  consulting
      services for the above  transactions and the contemplation and analysis of
      other events that the company is pursuing. Bottom Line Advisors was issued
      150,000,000 shares of common stock for these services.

      On February 2, 2005 the Company issued  153,526,923 shares of common stock
      to Robert Sandburg for  satisfaction of deferred  compensation  expense in
      the amount of $199,585.

      We are currently in discussions  with another  company who has an interest
      in completing a reverse merger with the Company.  Both parties have signed
      a  non-binding  letter  of  intent  regarding  this  transaction  and  are
      currently  in the  process  of  completing  the due  diligence.  Upon  the
      completion of due diligence,  if the Board considers the merger favorable,
      a schedule will be set for the completion of the merger.

      Central  Wireless   provided   consulting   services  to  the  Company  in
      satisfaction of the $25,400.

      The Company  anticipates it will assign its rights and title to its towers
      and the related assets and  liabilities to EM Enterprises in  satisfaction
      of the note payable to EM  Enterprises.  EM Enterprises  will also  assume
      the convertible debenture.

      The following is an unaudited pro forma balance sheet to assist the reader
      in determining the impact of the previously  mentioned  subsequent  events
      which have occurred and which are  anticipated to occur.  The amounts used
      were as of the December 31, 2004 balance sheet.

<TABLE>
<CAPTION>
                                                     Balance                                       After
                                                   December 31,        Subsequent                Subsequent
                                                      2004               Events                    Events
                                                -----------------   -----------------        -----------------
<S>                                             <C>                 <C>                      <C>
      Cash                                      $          20,434   $              --        $          20,434
      Constructions in progress                           161,950            (161,950)(1)                   --
      Accounts receivable                                     669                  --                      669
      Other assets                                        111,948            (111,948)(1)                   --
      Note receivable                                      25,400             (25,400)(10)                  --
                                                -----------------   -----------------        -----------------

        Total Current Assets                              320,401            (299,298)                  21,103
                                                -----------------   -----------------        -----------------

      Property & Equipment, Net                         1,932,263          (1,932,263)(1)                   --
                                                -----------------   -----------------        -----------------

        Total Assets                            $       2,252,664   $      (2,231,561)(1)    $          21,103
                                                =================   =================        =================
</TABLE>


                                       17
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 9 - SUBSEQUENT EVENTS (Continued)

<TABLE>
<CAPTION>
                                                                  Balance                                    After
                                                                December 31,   Subsequent                 Subsequent
                                                                    2004         Events                     Events
                                                                -----------    -----------                -----------
      <S>                                                       <C>            <C>                        <C>
      Accounts payable                                          $   132,082    $   (18,743)(3)            $   113,339
      Accounts payable - related parties                            568,167       (568,167)(3)(4)(5)(7)            --
      Advance lease                                                  63,000        (63,000)(1)                     --
      Note payable                                                1,696,886     (1,696,886)(1)                     --
      Unearned rent                                                  84,608        (84,608)(1)                     --
      Deferred compensation                                         266,406       (266,406)(6)                     --
      Notes payable - related parties                                95,150        (95,150)(3)                     --
      Interest payable - related parties                             25,938        (25,938)(3)                     --
      Notes payable                                                 109,644       (109,644)(2)                     --
      Interest payable                                               25,007        (25,007)(1)(2)(4)               --
      Convertible Debentures                                        375,000       (375,000)(1)                     --
                                                                -----------    -----------                -----------

                                                                  3,441,888     (3,328,549)                   113,339
                                                                -----------    -----------                -----------

                                                                                          (2)(3)(4)(5)
      Common stock                                                1,166,160        864,903(6)(7)(8)(9)      2,031,063
      Additional paid in capital                                   (399,960)       234,249                   (165,711)
      Accumulated deficit                                        (1,955,424)        (2,164)                (1,957,588)
                                                                -----------    -----------                -----------

                                                                 (1,189,224)     1,096,988                    (92,236)
                                                                -----------    -----------                -----------

        Total Liabilities and Stockholders'
         Equity (Deficit)                                       $ 2,252,664    $(2,231,561)               $    21,103
                                                                ===========    ===========                ===========
</TABLE>

      (1)   To remove towers and related assets and  liabilities in anticipation
            of exchange of note payable and assumption of convertible debenture.

      (2)   Satisfaction of a note payable for $109,644 and accrued  interest of
            $14,032 to OWW Clearing LLC with the issuance of 100,000,000  shares
            of common stock.

      (3)   Satisfaction  of a note  payable  to a related  party  and  accounts
            payable  to a related  party from the  August  Project  shell in the
            amount of $190,730 with the issuance of 150,000,000  share of common
            stock.

      (4)   Satisfaction of a diversified  note payable in the amount of $41,500
            with the issuance of 31,924,000 shares of common stock.

      (5)   Satisfaction  of  deferred  compensation  expense,  owed to  Kenneth
            Brand,  in the amount of $77,200  with the  issuance  of  59,384,615
            share of common stock.

      (6)   Satisfaction of deferred  compensation  expense for Michael Delin in
            the amount of $76,821  with the  issuance  of  64,477,692  shares of
            common stock.

      (7)   Satisfaction  of accounts  payable in the amount of $398,567,  which
            were due to  Central  Wireless,  with the  issuance  of  171,525,000
            shares of common stock to Bottom Line Advisors  which had contracted
            earlier  with  Central  Wireless  for the  purchase  of the  Central
            Wireless  receivables.  Central Wireless received 134,065,000 shares
            of common stock in the transaction.


                                       18
<PAGE>

                      ALLIANCE TOWERS, INC. AND SUBSIDIARY
                 Notes to the Consolidated Financial Statements
                           December 31, 2004 and 2003

NOTE 9 - SUBSEQUENT EVENTS (Continued)

      (8)   Bottom Line Advisors was issued  150,000,000  shares of common stock
            in exchange for providing consulting services.

      (9)   Satisfaction of deferred compensation expense for Robert Sandburg in
            the amount of $189,585  (accrued as of December  31,  2004) with the
            issuance of 153,526,923 shares of common stock.

      (10)  Central  Wireless  provided  consulting  services  to the Company in
            satisfaction of the $25,400.


                                       19


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

      None.

ITEM 8A. CONTROLS AND PROCEDURES

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

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

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

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

                                       15
<PAGE>

      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
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 have
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.

                                       16
<PAGE>

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

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

      Name:              Age:   Position:
      -----              ----   ---------
      Robert Sandburg    54     President, Chief Executive Officer and Director
      Michael Delin      40     Chief Financial Officer and Director

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

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

Directors

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

Committees

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

Code Of Ethics

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

                                       17
<PAGE>

Compensation of Directors

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

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

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

      To our knowledge, based solely on a review of the copies of such reports
furnished to us and written representations that no other reports were required
during the fiscal year ended December 31, 2004, all Section 16(a) filing
requirements applicable to our officers, directors and greater than 10%
beneficial owners were complied with.

ITEM 10. EXECUTIVE COMPENSATION

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

<TABLE>
<CAPTION>
                                        Annual Compensation                   Long-Term Compensation
                                        -------------------                   ----------------------
                                                                               Restricted   Securities
                                                                Other Annual     Stock       Underlying     All Other
Name and Principal                       Salary      Bonus      Compensation    Award(s)      Options     Compensation
Position(s)                      Year      ($)        ($)           ($)           ($)          (#s)            ($)
------------------               ----    -------     -----      ------------   ----------   ----------    ------------

<S>                              <C>     <C>         <C>            <C>            <C>           <C>            <C>
Robert Sandburg (1)              2004    120,000      --             --            --            --             --
Chief Executive Officer and      2003     65,000      --             --            --            --             --
President                        2002         --      --             --            --            --             --

Earl T. Ingarfield (2)           2004         --      --             --            --            --             --
Former Chief Executive Officer,  2003         --      --             --            --            --             --
President and Chairman of the    2002         --      --             --            --            --             --
Board of Directors
</TABLE>

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

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

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

(3)   Mr. Sandburg total salary expense was $120,000 of which $5,415 was paid in
      cash and the remaining amount was accrued.

                                       18
<PAGE>

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

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

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


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

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

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


                             Option/SAR Grants Table

<TABLE>
<CAPTION>
                                     % Total
                                  No. of Securities      Options/SAR's
                                      Underlying           Granted to
                                    Options/SAR's         Employees in      Exercise or Base Price
             Name                    Granted (#)        Fiscal Year (%)         ($ per Share)           Expiration Date
---------------------------------    -----------          ------------     -----------------------   --------------------

<S>                                        <C>                <C>                      <C>                         <C>
Robert Sandburg(1)                         --                 N/A                      N/A                         N/A
Chief Executive Officer and
President

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

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

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

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

Stock Option Plan

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

Employment Agreements

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Voting Securities And Principal Holders Thereof

      The following table sets forth as of March 15, 2005 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:

                                       19
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Acquirable
                             Name and Address                  Shares                 Within              Percentage
Title of Class:            of Beneficial Owner:          Beneficiary Owned:          60 Days:            of Class(1):
---------------     ------------------------------       ------------------         -----------          ------------

<S>                 <C>                                        <C>                      <C>                <C>
Common              Robert Sandburg                            401,426,923               --                 18.4%
                    4333 S. Tamiami Trail, Suite F
                    Sarasota, FL 34231

Common              Michael Delin                               89,477,692               --                  4.1%
                    4333 S. Tamiami Trail, Suite F
                    Sarasota, FL 34231

Common              Kenneth Brand                              288,384,615               --                13.22%
                    4333 S. Tamiami Trail, Suite E
                    Sarasota, FL 34231

Common              Central Wireless Inc.                      234,065,000               --                10.73%
                    4333 S. Tamiami Trail, Suite E
                    Sarasota, FL 34231

Common              Robert Matzig                              150,000,000               --                 6.88%
                    4309 St. Andrews Blvd.
                    Irving, TX 75038

Common              Bottom Line Advisors                       378,449,000               --                17.35%
                    13314 Lost Key Place
                    Bradenton, FL 34202

Common              All Officers and Directors as a            490,904,615               --                22.51%
                    Group (2)
</TABLE>

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

(1)   Based on 2,181,063,230 shares of Common Stock outstanding as of March 15,
      2004.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

As of December 31, 2003, the Company owed a significant stockholder of the
Company $77,200, for expenses paid on behalf of the Company and consulting
services provided. The amounts are not accruing interest and are payable on
demand.

As of December 31, 2004, the Company owed a related company, in which its CEO is
a significant shareholder of the Company, $398,567 for services related to the
three new towers constructed during the year ended December 31, 2003.

As of December 31, 2003, the Company had a related party note payable with an
outstanding balance of $95,150. This note payable accrues interest at 8% per
annum, is unsecured, and is due on demand. As of December 31, 2004 this note had
accrued interest of $25,938.

On December 30, 2004, the Company entered into a note payable with EMEGC for the
payment of outstanding payable for the construction of the communication towers
and the payables for the towers which are in progress. The note in the amount of
$1,696,886 and has a maturity date of April 1, 2005. The note is secured by all
of the Company's assets pursuant to a Security Agreement, dated December 30,
2004.

                                       20
<PAGE>

On January 7, 2005 the Board determined that there was an inability to continue
with the seven new sites for Cingular due to a lack of funding. It was
determined that these contracts would be transferred to another party which has
the funds to complete the sites. These sites are being transferred to EME in
consideration of not charging interest on amounts owed to EMEGC from Alliance
Towers from October 2003 to the December 30, 2004.

On January 25, 2005, we issued the following unregistered securities:

The Company issued 100,000,000 restricted shares of its common stock, valued at
$0.00123 per share, to OWW Clearing LLC, for the satisfaction of note payables
and accrued interest in the amount of $123,676. These notes represent funds
received from OWW Clearing LLC between April 2003 and January 2004.

The Company issued 150,000,000 restricted shares of its common stock, valued at
$0.00127 per share, to Lee Matzig for the satisfaction of a note payable and
accounts payable in the amount of $190,730.53 in connection with August Project
1 Corp. This amount due represented amounts carried over from August Project 1
Corp. through the merger with Alliance Towers, Inc. on February 13, 2003.

The Company issued 31,924,000 restricted shares of its common stock, valued at
$0.0013 per share, to Diversified Management LLC for the satisfaction of a note
payable in the amount of $41,500. On August 1, 2004, the Company issued a note
payable in the amount of $80,476 for partial payment of tower inventory
purchased on that date and as of January 25, 2005, the remaining principal
balance of the note was $41,500.

The Company issued 59,384,615 restricted shares of its common stock, valued at
$0.0013 per share, to Kenneth Brand for the satisfaction of deferred consulting
expenses in the amount of $77,200, which had accumulated through March 2004.

The Company issued 64,477,692 restricted shares of its common stock, valued at
$0.0013 per share, to Michael Delin for the satisfaction of deferred
compensation expenses in the amount of $83,821, which had accumulated through
January 2005.

The Company issued 305,590,000 restricted shares of its common stock valued at
$0.0013 per share, to Bottom Line Advisors for the satisfaction of accounts
payable in the amount of $398,567, which amount was due to Central Wireless,
Inc. Bottom Line Advisors contracted with Central Wireless, Inc. for the
purchase of the Central Wireless, Inc. accounts receivables that were owed by
the Company. Central Wireless, Inc. received 134,065,000 shares of common stock
in the transaction from the shares issued to Bottom Line.

The Company issued 150,000,000 restricted shares of its common stock, valued at
$0.001, to Bottom Line Advisors for advisory services in the amount of $150,000.

In addition, on February 2, 2005, the Company issued 153,526,923 restricted
shares of its common stock, valued at $0.0013 per share, to Robert Sandburg for
the satisfaction of deferred compensation expenses in the amount of $199,585,
which had accumulated through January 2005.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

                                                For the Years Ended
                                                    December 31,
                                               ----------------------
                                                  2004         2003
                                               ----------------------
           Audit Fees                          $  24,903    $  18,014
           Audit-Related Fees                  $      --    $      --
           Tax Fees                            $      --    $      --
           All Other Fees                      $   2,266    $   2,232


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<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


March 28, 2005            ALLIANCE TOWERS, INC.


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

March 28, 2005    By:  /s/ Michael Delin, Chief Financial Officer,
                       Principal Accounting Officer
                       --------------------------------------------------------
                       Michael Delin,
                       Chief Financial Officer, Principal Accounting Officer


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