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, 2001

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

               For the transition period from _______ to _______.

                          COMMISSION FILE NO. 000-29689

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

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

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

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

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

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

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

    Title of each class               Name of each exchange on which registered
    -------------------               -----------------------------------------
            NONE                                          NONE

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

                                  COMMON STOCK
                                  ------------
                                (Title of class)

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

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

     The issuer generated no revenues during its most recent fiscal year.

     The  aggregate   market  value  of  the  Company's  voting  stock  held  by
non-affiliates as of September 15, 2003 was  approximately  $47,567,200 based on
the average closing bid and asked prices of such stock on that date as quoted on
the "pink sheets." There were  1,135,672,000  shares of Common Stock outstanding
as of September 15, 2003.  This number does not include  outstanding  options to
purchase  shares  of  Common  Stock of the  issuer.

     Documents Incorporated by Reference: See Item 14.

     This Form 10-KSB consists of 41 pages. The Exhibit Index begins on page 16.

<PAGE>
                                     PART I

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

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

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

ITEM 1. DESCRIPTION OF BUSINESS

OVERVIEW

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

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

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

     We have been in the  development  stage since inception and have undertaken
limited  business  operations  to  date.  We have no cash  on-hand  and no other
material assets. We currently do not have a source of revenue to cover operating
costs to allow us to continue as a going concern.  Accordingly,  our independent
accountants   have  included  in  our  financial   statements  a  going  concern
qualification footnote.  There can be no assurance that we will be successful in
implementing our business plan.

                                        2
<PAGE>

     We are  currently  involved in the  development,  ownership,  marketing and
management of tower facilities for the wireless  telecommunications industry and
deployment and ownership of wireless broadband  networks.  We anticipate leasing
both ground and tower space at our facilities to wireless service  providers for
the installation of their equipment and antennas.

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

     We   anticipate   continuing   to  develop   sites   required  by  wireless
telecommunication  service  providers as they expand their  coverage  areas.  In
addition,  we will review opportunities to purchase existing facilities that may
offer  growth  potential.  We also  anticipate  offering  tower  management  and
marketing services to customers who may own tower facilities, but who may prefer
to contract these services to others.

FINANCIAL PERFORMANCE

     We have  historically  lost money. For the year ended December 31, 2001, we
sustained losses of $709,368. Since our inception on July 10, 1997, we sustained
losses  of  $856,460.  Our  independent  auditors  have  noted  that we have not
established  revenues  sufficient to cover our  operating  costs and allow us to
continue  as  a  going  concern.  Accordingly,  we  may  experience  significant
liquidity and cash flow problems if we are not able to raise additional  capital
as needed and on acceptable terms. For more information concerning our financial
performance,  please  see  "Management's  Discussion  and  Analysis  or  Plan of
Operation."

ITEM 2. DESCRIPTION OF PROPERTY

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

ITEM 3. LEGAL PROCEEDINGS

     None.


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

     There were no matters  submitted to a vote of our security  holders  during
the year ended December 31, 2001.

                                       3
<PAGE>

                                     PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our  Company's  common stock began trading on the "pink sheets" on November
16, 1999,  under the symbol  "AUUI" and was changed to "ALLC" on March 15, 2003.
The Company's  high and low bid prices by quarter  during 2000,  2001,  2002 and
2003 are as follows:

                                               CALENDAR YEAR 2000(1)
                                               ---------------------
                                                HIGH BID    LOW BID
                                               ---------    --------

                 First Quarter                     None       None
                 Second Quarter                    None       None
                 Third Quarter                     None       None
                 Fourth Quarter                   $1.50      $0.01

--------------------------------------------------------------------------------
                                               CALENDAR YEAR 2001(1)
                                               ---------------------
                                                HIGH BID    LOW BID
                                               ---------    --------

                 First Quarter                    $1.50      $0.06
                 Second Quarter                   $1.50      $0.06
                 Third Quarter                    $1.50      $0.06
                 Fourth Quarter                   $0.10      $0.08


--------------------------------------------------------------------------------
                                               CALENDAR YEAR 2002(2)
                                               ---------------------
                                                HIGH BID    LOW BID
                                               ---------    --------
                 First Quarter                    $0.10      $0.09
                 Second Quarter                   $0.15      $0.10
                 Third Quarter                    $0.15      $0.05
                 Fourth Quarter                   $0.15      $0.01


--------------------------------------------------------------------------------
                                               CALENDAR YEAR 2003(3)
                                               ---------------------
                                                HIGH BID    LOW BID
                                               ---------    --------
                 First Quarter                    $0.04      $0.02
                 Second Quarter                   $0.04      $0.04
                 Third Quarter (July 1 -
                 September 15)                    $0.05      $0.01


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

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

HOLDERS OF COMMON STOCK

     On September 15, 2003, our Company had  approximately  76  shareholders  of
record.

DIVIDENDS

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

                                       4
<PAGE>

SALES OF UNREGISTERED SECURITIES

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

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

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

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

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

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

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

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

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

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

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

OVERVIEW

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

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

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


                                       5
<PAGE>

following the consummation of the share exchange transaction, Earl T. Ingarfield
resigned as President and a Director of our Company and Robert  Sandburg  became
our Chief Executive Officer and a Director.

     We have been in the  development  stage since inception and have undertaken
limited  business  operations  to  date.  We have no cash  on-hand  and no other
material assets. We currently do not have a source of revenue to cover operating
costs to allow us to continue as a going concern.  Accordingly,  our independent
accountants   have  included  in  our  financial   statements  a  going  concern
qualification footnote.  There can be no assurance that we will be successful in
implementing our business plan.

     BALANCE SHEET.  At December 31, 2001, we had total assets of  approximately
$0 and had current liabilities of approximately $152,960.

     INCOME  STATEMENT.  We have not had any revenue since  inception.  Our main
operating  expenses  consist  of the  costs  of  complying  with  the  reporting
requirements of the Securities Act of 1933, including legal and accounting fees.
For the year ended  December  31,  2001,  we  recorded  $223,813  in general and
administrative  expenses and $480,550 in bad debt  expenses.  For the year ended
December 31, 2001, our net loss was $709,368.

RECENT ACCOUNTING PRONOUNCEMENTS

     The  Company  has  adopted  the   provisions  of  FASB  Statement  No.  138
`Accounting  for Certain  Derivative  Instruments  and Hedging  Activities,  (an
amendment  of FASB  Statement  No.  133.)'  Because  the Company had adopted the
provisions of FASB Statement No. 133, prior to June 15, 2000,  this statement is
effective for all fiscal quarters beginning after June 15, 2000. The adoption of
this principle had no material effect on the company's financial statements.

     The  Company  has  adopted  the   provisions  of  FASB  Statement  No.  140
`Accounting for Transfers and Servicing of Financial Assets and  Extinguishments
of  Liabilities  (a  replacement  of FASB  Statement No.  125.)' This  statement
provides  accounting  and  reporting  standards  for  transfers and servicing of
financial assets and  extinguishments of liabilities.  Those standards are based
on consistent  application  of a  financial-components  approach that focuses on
control.  Under that  approach,  the transfer of financial  assets,  the Company
recognized the financial and servicing assets it controls and the liabilities it
has incurred,  derecognizes  financial assets when control has been surrendered,
and  derecognizes   liabilities  when  extinguished.   This  statement  provides
consistent  standards for distinguishing  transfers of financial assets that are
sales from  transfers that are secured  borrowings.  This statement is effective
for  transfers  and  servicing  of  financial  assets  and   extinguishments  of
liabilities  occurring  after March 31, 2001.  This  statement is effective  for
recognition and  reclassification of collateral and for disclosures  relating to
securitization  transactions  and  collateral  for  fiscal  years  ending  after
December 15, 2000. The adoption of this principle had no material  effect on the
Company's financial statements.

     The Company had adopted the  provisions of FIN 44  `Accounting  for Certain
Transactions  Involving Stock Compensation (an interpretation of APB Opinion No.
25.)' This  interpretation  is  effective  July 1, 2000.  FIN 44  clarifies  the
application of Opinion No. 25 for only certain  issues.  It does not address any
issues related to the application of the fair value method in Statement No. 123.
Among other issues,  FIN 44 clarifies the definition of employee for purposes of
applying Opinion 25, the criteria for determining  whether a plan qualifies as a
noncompensatory plan, the accounting consequence of various modifications to the
terms of a  previously  fixed  stock  option or  award,  and  accounting  for an
exchange of stock compensation awards in a business combination. The adoption of
this principle had no material effect on the Company's financial statements.

     SFAS NO.'S 141 AND 142 -- In June 2001, the Financial  Accounting Standards
Board (FASB) adopted Statement of Financial  Accounting  Standards SFAS No. 141,
`Business  Combinations,'  and SFAS No.  142,  `Goodwill  and  Other  Intangible
Assets.'  SFAS No. 141 is  effective as to any  business  combination  occurring
after June 30, 2001 and certain transition provisions that affect accounting for
business  combinations  prior to June 30, 2001 are effective as of the date that
SFAS No. 142 is applied in its  entirety,  which will be January 1, 2002 for the
Company. SFAS No. 142 is effective,  generally,  in fiscal years beginning after
December  15, 2001,  which will be the fiscal year ending  December 31, 2002 for
the Company.

     SFAS No. 141 provides  standards for accounting for business  combinations.
Among other things,  it requires that only the purchase  method of accounting be
used and that certain intangible assets acquired in a business combination (i.e.
those that result from  contractual  or other legal rights or are  separable) be
recorded as an asset apart from goodwill. The transition provisions require that
an assessment be made of previous  business  combinations  and, if  appropriate,
reclassifications  be  made to or from  goodwill  to  adjust  the  recording  of
intangible  assets such that the criteria for recording  intangible assets apart
from goodwill is applied to the previous business combinations.

                                       6
<PAGE>

     SFAS No. 142  provides,  among other things,  that goodwill and  intangible
assets  with  indeterminate  lives  shall not be  amortized.  Goodwill  shall be
assigned to a reporting unit and annually  assessed for  impairment.  Intangible
assets with  determinate  lives shall be amortized over their  estimated  useful
lives, with the useful lives reassessed continuously,  and shall be assessed for
impairment under the provisions of SFAS No. 121,  `Accounting for the Impairment
of Long-Lived  Assets and for Long-Lived  Assets to be Disposed Of.' Goodwill is
also assessed for  impairment on an interim basis when events and  circumstances
warrant.  Upon  adoption of SFAS No. 142,  the  Company  will assess  whether an
impairment loss should be recognized and measured by comparing the fair value of
the `reporting unit' to the carrying value,  including goodwill. If the carrying
value  exceeds fair value,  then the Company will compare the implied fair value
of the  goodwill'  (as  defined in SFAS No. 142) to the  carrying  amount of the
goodwill. If the carrying amount of the goodwill exceeds the implied fair value,
then the goodwill will be adjusted to the implied fair value.

     While the Company has not completed the process of  determining  the effect
of these new accounting pronouncements on its financial statements,  the Company
currently expects that there will be no  reclassification in connection with the
transition  provisions of SFAS No. 141 based on clarifications of the transition
provisions issued by the FASB in October 2001. Accordingly,  the Company expects
that,  after  implementation  of SFAS No.  142,  all  intangible  assets will be
amortizable and the goodwill will not be amortizable.

     SFAS NO.  143 -- On  August  16,  2001,  the  FASB  issued  SFAS  No.  143,
`Accounting  for Asset  Retirement  Obligations,'  which is effective for fiscal
years  beginning  after June 15, 2002. It requires that  obligations  associated
with the  retirement of a tangible  long-lived  asset be recorded as a liability
when those obligations are incurred,  with the amount of the liability initially
measured at fair value.  Upon  initially  recognizing a liability for an accrued
retirement  obligation,  an entity must  capitalize  the cost by  recognizing an
increase in the carrying amount of the related  long-lived asset. Over time, the
liability is accreted to its present value each period, and the capitalized cost
is depreciated over the useful life of the related asset. Upon settlement of the
liability,  an entity either settles the  obligation for its recorded  amount or
incurs a gain or loss upon  settlement.  While the Company has not completed the
process of determining  the effect of this new accounting  pronouncement  on its
consolidated financial statements, the Company currently expects that the effect
of  SFAS  No.  143  on the  Company's  financial  statements,  when  it  becomes
effective, will not be significant.

     SFAS NO.  144 -- On October 3, 2001,  the  Financial  Accounting  Standards
Board  issued  SFAS No.  144,  `Accounting  for the  Impairment  or  Disposal of
Long-Lived Assets' which is effective for financial statements issued for fiscal
years beginning after December 15, 2001 and, generally, its provisions are to be
applied prospectively. SFAS 144 supercedes SFAS Statement No. 121

     (FAS 121),  `Accounting  for the  Impairment of  Long-Lived  Assets and for
Long-Lived  Assets to Be Disposed Of.' SFAS 144 applies to all long-lived assets
(including   discontinued   operations)  and  consequently   amends   Accounting
Principles  Board  Opinion  No. 30 (APB 30),  `Reporting  Results of  Operations
Reporting the Effects of Disposal of a Segment of a Business.'

     SFAS 144 develops one accounting model (based on the model in SFAS 121) for
long-lived  assets that are to be disposed of by sale,  as well as addresses the
principal  implementation  issues. SFAS 144 requires that long-lived assets that
are to be  disposed  of by sale be  measured  at the lower of book value or fair
value less cost to sell. That  requirement  eliminates the requirement of APB 30
that  discontinued  operations  be  measured  at net  realizable  value  or that
entities  include under  `discontinued  operations' in the financial  statements
amounts for operating losses that have not yet occurred.  Additionally,  FAS 144
expands the scope of  discontinued  operations  to include all  components of an
entity with operations that (1) can be distinguished from the rest of the entity
and (2) will be  eliminated  from the  ongoing  operations  of the  entity  in a
disposal transaction.

     While the Company has not completed the process of  determining  the effect
of this new accounting  pronouncement on its consolidated  financial statements,
the Company  currently  expects that the effect of SFAS No. 144 on the Company's
financial statements, when it becomes effective, will not be significant.

PLAN OF OPERATION

     CASH  REQUIREMENTS.  Our cash  requirements  consist  primarily of employee
salaries, rent, professional fees and related expenses. As of December 31, 2001,
we had no cash-on-hand.  Since inception, our cash requirements have been met by
a  combination  of loans  from  management  and the  sale of  common  stock.  In
September  2000,  our  Company  raised  approximately  $450,000  (less  offering
expenses of  approximately  $60,000)  from the sale of  1,800,000  shares of our
Company stock.  All of these  proceeds were loaned to Lido,  which was owned and
controlled by Earl T. Ingarfield, our former President and Director. The loan to
Lido was unsecured, due on demand, and was to accrue interest at the rate of 10%


                                       7
<PAGE>

per annum.  On March 31,  2001,  Lido repaid a portion of this loan by tendering
250,000  shares  of common  stock to our  Company.  Lido  became  insolvent  and
incapable  of  repaying  the loan to our  Company.  We  wrote-off,  as bad debt,
interest receivable of $29,841 and $450,709 of the loan receivable.

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

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

GOING CONCERN OPINION

     Our independent auditors have added an explanatory paragraph to their audit
opinions issued in connection with the 2000 and 2001 financial  statements which
states that our Company does not have  significant cash or other material assets
to cover our operating costs and to allow us to continue as a going concern. Our
ability to obtain additional funding will determine our ability to continue as a
going  concern.  Our financial  statements do not include any  adjustments  that
might result from the outcome of this uncertainty.


ITEM 7. FINANCIAL STATEMENTS

     Our financial statements appear beginning at page F-1.


                                       8
<PAGE>

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

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2001


                                       F-1
<PAGE>
                                 C O N T E N T S


Independent Auditors' Report............................................     F-3

Balance Sheet...........................................................     F-4

Statements of Operations................................................     F-5

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

Statements of Cash Flows................................................     F-8

Notes to the Financial Statements.......................................     F-9

                                      F-2

<PAGE>

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


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

We have  audited  the  accompanying  balance  sheet  of  Alliance  Towers,  Inc.
(Formerly USWEBAUCTIONS,  INC.) (a development stage company) as of December 31,
2001 and the related statements of operations,  stockholders'  equity (deficit),
and cash flows for the years ended December 31, 2001 and 2000 and from inception
on July 10, 1997 through December 31, 2001.  These financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Alliance Towers, Inc. (Formerly
USWEBAUCTIONS,  INC.) (a development  stage company) as of December 31, 2001 and
the  results  of their  operations  and their  cash  flows  for the years  ended
December 31, 2001 and 2000 and from inception on July 10, 1997 through  December
31, 2001 in conformity  with  accounting  principles  generally  accepted in the
United States of America.

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



HJ & Associates, LLC
Salt Lake City, Utah
February 15, 2002 except as to Note 6 which is March 28, 2003

                                      F-3

<PAGE>

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


<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
                                                                       December 31,
                                                                          2001
                                                                       ----------
<S>                                                                    <C>
CURRENT ASSETS
 Cash                                                                  $        -
                                                                       ==========
  TOTAL ASSETS                                                         $        -
                                                                       ==========
                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

CURRENT LIABILITIES
 Accounts payable                                                      $   52,805
 Note payable - related party (Note 5)                                     95,150
 Interest payable - related party (Note 5)                                  5,005
                                                                       ----------
  Total Current Liabilities                                               152,960
                                                                       ----------
STOCKHOLDERS' EQUITY (DEFICIT)
 Preferred stock authorized: 10,000,000 preferred shares  at $0.001             -
  par value; -0- shares issued and outstanding
 Common stock authorized: 5,000,000,000 common shares  at $0.001 par       96,552
  value; 96,552,000 shares  issued and outstanding
 Additional paid-in capital                                               606,948
 Deficit accumulated during the development stage                       (856,460)
                                                                       ----------
  Total Stockholders' Equity (Deficit)                                  (152,960)
                                                                       ----------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                 $        -
                                                                       ==========

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

                                      F-4

<PAGE>

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

                                                                               From
                                                                             Inception
                                                                              on July
                                                   For the Years Ended       10, 1997
                                                      December 31,            Through
                                                -------------------------   December 31,
                                                    2001        2000            2001
                                                ------------  -----------   ------------
<S>                                             <C>           <C>          <C>
REVENUES                                        $          -  $         -  $         -

EXPENSES
  Bad debt - stock subscriptions receivables          23,333            -       23,333
  Bad debt - related party                           457,217            -      457,217
  General and administrative                         223,813      198,265      424,078
                                                ------------  -----------   ----------
   Total Expenses                                    704,363      198,265      904,628
                                                ------------  -----------   ----------
  Loss from operations                             (704,363)    (198,265)    (904,628)
                                                ------------  -----------   ----------
OTHER (EXPENSE) INCOME
  Interest expense                                   (5,005)            -      (5,005)
  Interest income                                          -       53,173       53,173
                                                ------------  -----------   ----------
   Total Other (Expense) Income                      (5,005)       53,173       48,168
                                                ------------  -----------   ----------
NET LOSS
                                                $  (709,368)  $ (145,092)  $ (856,460)
                                                ============  ===========  ===========
BASIC LOSS PER SHARE                            $     (0.01)  $    (0.00)
                                                ============  ===========  ===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING    111,348,060   86,587,452
                                                ============  ===========

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

                                      F-5
<PAGE>


                              ALLIANCE TOWERS, INC.
                         (FORMERLY USWEBAUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
            FROM INCEPTION ON JULY 10, 1997 THROUGH DECEMBER 31, 2001
<TABLE>
<CAPTION>

                                                                                           Deficit
                                                                                         Accumulated
                                                                                           During
                                        Common Stock          Additional      Stock          the
                                  ----------------------      Paid-In      Subscription  Development
                                    Shares        Amount       Capital      Receivable       Stage
                                  ----------     ---------    ----------   -----------   -----------
<S>                               <C>           <C>           <C>          <C>           <C>
Balance at inception on July               -    $       -     $        -   $         -   $        -
  10, 1997

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

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

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

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

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

Net loss for the year ended                -             -             -             -            -
  December 31, 1999               ----------     ---------    ----------   -----------   ----------

Balance, December 31, 1999        60,000,000        60,000      (58,000)             -      (2,000)

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

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

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

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

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

Net loss for the year ended                -             -             -             -    (145,092)
  December 31, 2000              -----------    ----------    ----------   -----------   ----------

Balance, December 31, 2000       119,161,200    $  119,161    $1,055,364   $ (500,000)   $(147,092)
                                 -----------    ----------    ----------   -----------   ----------

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

                                      F-6

<PAGE>


                              ALLIANCE TOWERS, INC.
                         (FORMERLY USWEBAUCTIONS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
            STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)
            FROM INCEPTION ON JULY 10, 1997 THROUGH DECEMBER 31, 2001

<TABLE>
<CAPTION>


                                                                                                                Deficit
                                                                                                             Accumulated
                                                  Common Stock               Additional         Stock         During the
                                          ---------------------------          Paid-In        Receivable     Development
                                            Shares            Amount           Capital        Receivable         Stage
                                          -----------      ----------      ------------      -----------     -----------
<S>                                       <C>               <C>             <C>               <C>             <C>
Balance, December 31, 2000                119,161,200       $ 119,161       $ 1,055,364       $(500,000)      $(147,092)

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

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

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

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

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

Net loss for the year ended                         -               -                 -               -        (709,368)
 December 31, 2001
                                          -----------      ----------      ------------      -----------     -----------
Balance, December 31, 2001                 96,552,000       $  96,552       $   606,948       $       -       $(856,460)
                                          ===========      ==========      ============      ===========     -----------

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

                                      F-7

<PAGE>


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

<TABLE>
<CAPTION>

                                                                                                   From
                                                                                                 Inception
                                                                                                  on July
                                                              For the Years Ended                10, 1997
                                                                   December 31,                  Through
                                                           ----------------------------        December 31,
                                                               2001              2000              2001
                                                           ----------        ----------        ------------
<S>                                                        <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                                  $(709,368)        $(145,092)        $(856,460)
 Adjustments to reconcile net loss to net cash
  used by operating activities:
  Bad debt - related party                                   457,217                 -           457,217
  Bad debt - stock subscription receivable                    23,333                 -            23,333
  Issuance of stock for services                              91,475                 -            93,475
 Changes in operating assets and liability
  accounts:
  (Increase) decrease in interest receivable                       -           (53,173)          (53,173)
  Increase (decrease) in accounts payable                    (23,183)           75,987            52,804
  Increase in interest payable - related party                 5,005                 -             5,005
                                                           ----------        ----------        ----------
  Net Cash Used by Operating Activities                     (155,521)         (122,278)         (277,799)
                                                           ----------        ----------        ----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Cash loaned on notes receivable - related                         -          (707,152)         (707,152)
  party
 Repayment of notes receivable - related party                73,276           144,000           217,276
                                                           ----------        ----------        ----------
  Net Cash Provided (Used) by Investing                       73,276          (563,152)         (489,876)
   Activities                                              ----------        ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES
 Change in bank overdraft                                    (12,905)           12,905                 -
 Proceeds from cash on note payable - related party           95,150                 -            95,150
 Stock offering costs                                              -           (60,000)          (60,000)
 Issuance of stock for cash                                        -           732,525           732,525
                                                           ----------        ----------        ----------
  Net Cash Provided by Financing Activities                   82,245           685,430           767,675
                                                           ----------        ----------        ----------
NET (DECREASE) IN CASH                                             -                 -                 -

CASH AT BEGINNING OF PERIOD                                        -                 -                 -
                                                           ----------        ----------        ----------
CASH AT END OF PERIOD                                      $       -         $       -         $       -
                                                           ==========        ==========        ==========
CASH PAYMENTS FOR:
 Income taxes                                              $       -         $       -         $       -
 Interest                                                  $       -         $       -         $       -

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

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

                                      F-8

<PAGE>

                              ALLIANCE TOWERS, INC.
                         (Formerly USWEBAUCTIONS, INC.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           December 31, 2001 and 2000


NOTE 1 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. ORGANIZATION

August Project I Corporation  (the  `Company') was organized July 10, 1997 under
the laws of the State of  Florida  for the  purpose  of  engaging  in any lawful
activity.  On April 20, 2000, the Company's  name was changed to  USWEBAUCTIONS,
INC., in connection with a failed acquisition of USWEBAUCTIONS,  INC., a private
company.  The Company has had no significant  operations  since inception and is
considered a development stage company in accordance with Statement of Financial
Accounting  Standards No. 7. On February 4, 2003, the Company's name was changed
to Alliance  Towers,  Inc., in connection  with the  subsequent  acquisition  of
Alliance Towers, Inc., a private Company. (See Note 6).

b. PROVISION FOR TAXES

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

Net deferred tax assets  consist of the following  components as of December 31,
2001 and 2000:

                                                          2001        2000
                                                     ----------  ----------
            Deferred tax assets
              NOL Carryover                           $  73,042   $  55,136

            Deferred tax liabilities:                         -           -
              Related party                            (37,100)           -

            Valuation allowance                        (35,942)    (55,136)
                                                     ----------  ----------
            Net deferred tax asset                    $       -   $       -
                                                     ==========  ==========

                                      F-9

<PAGE>


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

b. PROVISION FOR TAXES (CONTINUED)

The income tax  provision  differs from the amount of income tax  determined  by
applying  the  U.S.  federal  income  tax  rate  of 39% to  pretax  income  from
continuing  operations for the years ended December 31, 2001 and 2000 due to the
following:

                                                        2001        2000
                                                     ----------  ----------
            Book income                              $(276,653)  $ (55,136)
            Related party accruals                       37,110           -
            Stock for services                           35,675           -
            Bad debt (related party)                    187,415           -
            Valuation allowance                          16,453      55,136
                                                     ----------  ----------
                                                     $        -  $        -
                                                     ==========  ==========

At December  31,  2001,  the Company had net  operating  loss  carryforwards  of
approximately $187,000 that may be offset against future taxable income from the
year 2001  through  2021.  No tax benefit has been  reported in the December 31,
2001 consolidated financial statements since the potential tax benefit is offset
by a valuation allowance of the same amount.

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

c. ACCOUNTING METHOD

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

d. ESTIMATES

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

e. CASH AND CASH EQUIVALENTS

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

                                      F-10

<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

f. BASIC LOSS PER SHARE

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

                                                        For the
                                                      Years Ended
                                                      December 31,
                                              --------------------------
                                                  2001           2000
                                              ------------  ------------
      Net loss (numerator)                    $  (709,368)  $  (145,092)

      Weighted average shares outstanding
        (denominator)                          111,348,060    86,587,452
                                              ------------  ------------
      Basic loss per share                    $     (0.01)  $     (0.00)
                                              ============  ============

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

g. REVENUE RECOGNITION

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

H. ADVERTISING

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

I. LONG-LIVED ASSETS

In accordance  with SFAS No. 121,  ACCOUNTING  FOR THE  IMPAIRMENT OF LONG-LIVED
ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF, long-lived assets, including
goodwill  associated with other long-lived  assets, are evaluated for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be  recoverable.  The Company will adopt SFAS No. 144 and apply
the provisions thereof.

                                      F-11

<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

j.  RECENT ACCOUNTING PRONOUNCEMENTS

The Company has adopted the provisions of FASB Statement No. 138 `Accounting for
Certain  Derivative  Instruments and Hedging  Activities,  (an amendment of FASB
Statement  No.  133.)'  Because the Company had adopted the  provisions  of FASB
Statement No. 133,  prior to June 15, 2000,  this statement is effective for all
fiscal  quarters  beginning  after June 15, 2000. The adoption of this principle
had no material effect on the company's financial statements.

The Company has adopted the provisions of FASB Statement No. 140 `Accounting for
Transfers and Servicing of Financial Assets and  Extinguishments  of Liabilities
(a replacement of FASB Statement No. 125.)' This statement  provides  accounting
and reporting  standards  for  transfers  and servicing of financial  assets and
extinguishments  of  liabilities.   Those  standards  are  based  on  consistent
application of a  financial-components  approach that focuses on control.  Under
that  approach,  the transfer of financial  assets,  the Company  recognized the
financial and servicing  assets it controls and the liabilities it has incurred,
derecognizes   financial   assets  when  control  has  been   surrendered,   and
derecognizes  liabilities when extinguished.  This statement provides consistent
standards for  distinguishing  transfers of financial assets that are sales from
transfers that are secured borrowings. This statement is effective for transfers
and servicing of financial assets and  extinguishments of liabilities  occurring
after  March  31,  2001.   This  statement  is  effective  for  recognition  and
reclassification  of collateral and for disclosures  relating to  securitization
transactions and collateral for fiscal years ending after December 15, 2000. The
adoption of this  principle had no material  effect on the  Company's  financial
statements.

The  Company  had  adopted  the  provisions  of FIN 44  `Accounting  for Certain
Transactions  Involving Stock Compensation (an interpretation of APB Opinion No.
25.)' This  interpretation  is  effective  July 1, 2000.  FIN 44  clarifies  the
application of Opinion No. 25 for only certain  issues.  It does not address any
issues related to the application of the fair value method in Statement No. 123.
Among other issues,  FIN 44 clarifies the definition of employee for purposes of
applying Opinion 25, the criteria for determining  whether a plan qualifies as a
noncompensatory plan, the accounting consequence of various modifications to the
terms of a  previously  fixed  stock  option or  award,  and  accounting  for an
exchange of stock compensation awards in a business combination. The adoption of
this principle had no material effect on the Company's financial statements.

SFAS NO.'S 141 AND 142 -- In June 2001, the Financial Accounting Standards Board
(FASB)  adopted  Statement  of  Financial  Accounting  Standards  SFAS No.  141,
`Business  Combinations,'  and SFAS No.  142,  `Goodwill  and  Other  Intangible
Assets.'  SFAS No. 141 is  effective as to any  business  combination  occurring
after June 30, 2001 and certain transition provisions that affect accounting for
business  combinations  prior to June 30, 2001 are effective as of the date that
SFAS No. 142 is applied in its  entirety,  which will be January 1, 2002 for the
Company. SFAS No. 142 is effective,  generally,  in fiscal years beginning after
December  15, 2001,  which will be the fiscal year ending  December 31, 2002 for
the Company.

                                      F-12

<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

j.  RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

SFAS No. 141 provides standards for accounting for business combinations.  Among
other things,  it requires  that only the purchase  method of accounting be used
and that certain  intangible  assets  acquired in a business  combination  (i.e.
those that result from  contractual  or other legal rights or are  separable) be
recorded as an asset apart from goodwill. The transition provisions require that
an assessment be made of previous  business  combinations  and, if  appropriate,
reclassifications  be  made to or from  goodwill  to  adjust  the  recording  of
intangible  assets such that the criteria for recording  intangible assets apart
from goodwill is applied to the previous business combinations.

SFAS No. 142 provides,  among other things,  that goodwill and intangible assets
with indeterminate lives shall not be amortized. Goodwill shall be assigned to a
reporting  unit and annually  assessed for  impairment.  Intangible  assets with
determinate lives shall be amortized over their estimated useful lives, with the
useful lives reassessed continuously, and shall be assessed for impairment under
the  provisions of SFAS No. 121,  `Accounting  for the  Impairment of Long-Lived
Assets and for  Long-Lived  Assets to be Disposed Of.' Goodwill is also assessed
for impairment on an interim basis when events and circumstances  warrant.  Upon
adoption of SFAS No. 142, the Company  will assess  whether an  impairment  loss
should be recognized  and measured by comparing the fair value of the `reporting
unit' to the carrying value,  including goodwill.  If the carrying value exceeds
fair  value,  then the  Company  will  compare  the  implied  fair  value of the
goodwill'  (as defined in SFAS No. 142) to the carrying  amount of the goodwill.
If the carrying amount of the goodwill exceeds the implied fair value,  then the
goodwill will be adjusted to the implied fair value.

While the Company has not  completed  the process of  determining  the effect of
these new accounting  pronouncements  on its financial  statements,  the Company
currently expects that there will be no  reclassification in connection with the
transition  provisions of SFAS No. 141 based on clarifications of the transition
provisions issued by the FASB in October 2001. Accordingly,  the Company expects
that,  after  implementation  of SFAS No.  142,  all  intangible  assets will be
amortizable and the goodwill will not be amortizable.

SFAS NO. 143 -- On August 16,  2001,  the FASB issued SFAS No. 143,  `Accounting
for Asset Retirement Obligations,' which is effective for fiscal years beginning
after June 15, 2002. It requires that obligations associated with the retirement
of a tangible long-lived asset be recorded as a liability when those obligations
are incurred, with the amount of the liability initially measured at fair value.
Upon initially recognizing a liability for an accrued retirement obligation,  an
entity must  capitalize  the cost by  recognizing  an  increase in the  carrying
amount of the related  long-lived asset. Over time, the liability is accreted to
its present value each period,  and the capitalized cost is depreciated over the
useful life of the related asset.  Upon  settlement of the liability,  an entity
either settles the  obligation for its recorded  amount or incurs a gain or loss
upon settlement.  While the Company has not completed the process of determining
the effect of this new accounting  pronouncement on its  consolidated  financial
statements, the Company currently expects that the effect of SFAS No. 143 on the
Company's  financial  statements,   when  it  becomes  effective,  will  not  be
significant.

                                      F-13

<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

j.    RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

SFAS NO. 144 -- On October 3, 2001,  the Financial  Accounting  Standards  Board
issued SFAS No. 144,  `Accounting  for the  Impairment or Disposal of Long-Lived
Assets'  which is effective  for  financial  statements  issued for fiscal years
beginning  after  December 15, 2001 and,  generally,  its  provisions  are to be
applied prospectively. SFAS 144 supercedes SFAS Statement No. 121

(FAS  121),  `Accounting  for  the  Impairment  of  Long-Lived  Assets  and  for
Long-Lived  Assets to Be Disposed Of.' SFAS 144 applies to all long-lived assets
(including   discontinued   operations)  and  consequently   amends   Accounting
Principles  Board  Opinion  No. 30 (APB 30),  `Reporting  Results of  Operations
Reporting the Effects of Disposal of a Segment of a Business.'

SFAS 144  develops  one  accounting  model  (based on the model in SFAS 121) for
long-lived  assets that are to be disposed of by sale,  as well as addresses the
principal  implementation  issues. SFAS 144 requires that long-lived assets that
are to be  disposed  of by sale be  measured  at the lower of book value or fair
value less cost to sell. That  requirement  eliminates the requirement of APB 30
that  discontinued  operations  be  measured  at net  realizable  value  or that
entities  include under  `discontinued  operations' in the financial  statements
amounts for operating losses that have not yet occurred.  Additionally,  FAS 144
expands the scope of  discontinued  operations  to include all  components of an
entity with operations that (1) can be distinguished from the rest of the entity
and (2) will be  eliminated  from the  ongoing  operations  of the  entity  in a
disposal transaction.

While the Company has not  completed  the process of  determining  the effect of
this new accounting pronouncement on its consolidated financial statements,  the
Company  currently  expects  that the  effect of SFAS No.  144 on the  Company's
financial statements, when it becomes effective, will not be significant.

NOTE 2 - GOING CONCERN

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

                                      F-14

<PAGE>

NOTE 3 - STOCK TRANSACTIONS

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

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

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

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

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

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

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

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

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

NOTE 4 - MATERIAL EVENT

On July 12, 2001,  the Company and A1  Cellular,  Inc.  signed a stock  purchase
agreement whereby the Company was to issue 10,800,000 shares of its common stock
in exchange for all of the  outstanding  common  stock of A1  Cellular,  Inc. On
February 12, 2002, this merger agreement was terminated.

                                      F-15

<PAGE>

NOTE 5 - RELATED PARTY TRANSACTIONS

NOTES RECEIVABLE - RELATED PARTY

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

NOTES PAYABLE - RELATED PARTY

As of December 31,  2001,  the Company had a note  payable-related  party with a
balance of $95,150.  This note  payable had an annual  interest  rate of 8%, was
unsecured,  and was due on demand. As of December 31, 2001 and 2000, the Company
had received  proceeds in the amounts of $95,150 and $-0-,  respectively.  As of
December 31, 2001 and 2000,  this note had accrued  interest of $5,005 and $-0-,
respectively.

COMMON STOCK

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

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

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

NOTE 6 - SUBSEQUENT EVENTS

On  February  12,  2002,  the Company  canceled  the merger  agreement  with A-1
Wireless (see Note 4).

COMMON STOCK ISSUANCES AND CANCELLATIONS

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

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

                                      F-16

<PAGE>

NOTE 6 - SUBSEQUENT EVENTS (CONTINUED)

SIGNIFICANT EVENTS

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

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

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

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

                                      F-17

<PAGE>

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

      None.


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

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

       NAME:                 AGE:    POSITION:
       ------------------    ----    ------------------------------------
       Robert Sandburg       53      President, Chief Executive Officer
                                      and Director
       Michael Delin         40      Chief Financial Officer and Director
       David Norris          53      Director

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

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

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

                                       13
<PAGE>

DIRECTORS

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

COMMITTEES

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

COMPENSATION OF DIRECTORS

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

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES ACT OF 1934

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

      To our  knowledge,  based solely on a review of the copies of such reports
furnished to us and written  representations that no other reports were required
during the fiscal  year ended  December  31,  2001,  all  Section  16(a)  filing
requirements  applicable  to  our  officers,  directors  and  greater  than  10%
beneficial owners were complied with.

                                       14

<PAGE>

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 2001 and who
received in excess of $100,000:

<TABLE>
<CAPTION>
                             ANNUAL COMPENSATION                   LONG-TERM COMPENSATION
                             -------------------    ----------------------------------------------------
                                                                   RESTRICTED   SECURITIES
                                                     OTHER ANNUAL     STOCK     UNDERLYING   ALL OTHER
   NAME AND PRINCIPAL                                COMPENSATION    AWARD(S)     OPTIONS   COMPENSATION
   POSITION(S)            YEAR   SALARY($)  BONUS($)     ($)           ($)         (#s)         ($)
   ---------------------  ----- ----------- -------- ------------- ----------- ----------- -------------
<S>                       <C>       <C>       <C>        <C>           <C>          <C>         <C>
   Earl T. Ingarfield(1)  2001      --        --         --            --           --          --
   Former Chief           2000      --        --         --            --           --          --
   Executive Officer,
   President and          1999      --        --         --            --           --          --
   Chairman of the
   Board of Directors

----------

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

                          AGGREGATED OPTIONS/SAR EXERCISES
                              IN LAST FISCAL YEAR AND
                         FISCAL YEAR END OPTIONS/SAR VALUES

<TABLE>
<CAPTION>
                                                        NUMBER OF
                                                        SECURITIES
                                                        UNDERLYING          VALUE OF
                                                       UNEXERCISED         UNEXERCISED
                          SHARES                      OPTIONS/SAR'S        IN-THE-MONEY
                       ACQUIRED ON      VALUE        AT FISCAL YEAR       OPTIONS/SAR'S
        NAME             EXERCISE    REALIZED ($)        END(1)         AT FISCAL YEAR END
--------------------  -------------  ------------  ------------------  --------------------
<S>                         <C>          <C>        <C>                         <C>
Earl T. Ingarfield          -0-          -0-        Exercisable:    0           $0
Former Chief                                        Unexercisable:  0           $0
Executive Officer,
President and
Chairman of the
Board of Directors

----------

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

<TABLE>
<CAPTION>
                             OPTION/SAR GRANTS TABLE

                                        % TOTAL
                          NO. OF      OPTIONS/SAR'S
                        SECURITIES     GRANTED TO
                        UNDERLYING     EMPLOYEES      EXERCISE OR BASE
                       OPTIONS/SAR'S   IN FISCAL            PRICE
        NAME            GRANTED (#)     YEAR (%)        ($ PER SHARE)    EXPIRATION DATE
--------------------  -------------- --------------- ------------------ ----------------
<S>                          <C>           <C>               <C>               <C>
Earl T. Ingarfield           0             N/A               N/A               N/A
Former Chief
Executive Officer,
President and
Chairman of the
Board of Directors

----------
(1)   Mr. Ingarfield became Chief Executive  Officer,  President and Chairman of the
      Board  of  Directors  in  January  1999.   Effective  February  5,  2003,  Mr.
      Ingarfield resigned as Chief Executive Officer,  President and Chairman of the
      Board of Directors.
</TABLE>

STOCK OPTION PLAN

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

EMPLOYMENT AGREEMENTS

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

                                       15

<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

      The  following  table  sets forth as of  September  15,  2003,  the names,
addresses and stock ownership in our Company for the current directors and named
executive  officers of our Company and every  person known to our Company to own
five  percent  (5%) or more of the issued and  outstanding  shares of the Common
Stock:

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

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

Common      Kenneth Brand              260,000,000             --         22.89%
            4333 S. Tamiami Trail,
            Suite E
            Sarasota, FL 34231

Common      Central Wireless Inc.      100,000,000             --          8.81%
            4333 S. Tamiami Trail,
            Suite E
            Sarasota, FL 34231
            All Officers and
Common      Directors as a Group (2)   300,000,000             --         26.42%

----------
(1)   Based on 1,135,672,000  shares of Common Stock outstanding as of September
      15, 2003.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

      As of December 31, 2001, our Company had a note payable-related party with
a balance of $95,150.  This note payable had an annual  interest rate of 8%, was
unsecured,  and was due on demand. As of December 31, 2001 and 2000, our Company
had  received  proceeds in the amounts of $95,150  and $0,  respectively.  As of
December  31, 2001 and 2000,  this note had  accrued  interest of $5,005 and $0,
respectively.

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

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

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

                                       16

<PAGE>

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

      (a) EXHIBITS.

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

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

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

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

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

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

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


      (b) REPORTS ON FORM 8-K.

          None

                                       17

<PAGE>

ITEM 14. CONTROLS AND PROCEDURES

      ANNUAL  EVALUATION  OF THE  COMPANY'S  DISCLOSURE  CONTROLS  AND  INTERNAL
CONTROLS.  Within  the 90 days prior to the date of this  Annual  Report on Form
10-KSB,  the Company  evaluated the effectiveness of the design and operation of
its  "disclosure  controls  and  procedures"  (Disclosure  Controls),   and  its
"internal controls and procedures for financial  reporting" (Internal Controls).
This  evaluation  (the Controls  Evaluation)  was done under the supervision and
with the  participation  of management,  including our Chief  Executive  Officer
(CEO)/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/CFO
about the  effectiveness of our Disclosure  Controls and Internal Controls based
on and as of the date of the Controls Evaluation.

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

      SCOPE OF THE CONTROLS EVALUATION. The CEO/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

                                       18

<PAGE>

generally  and because  items 5 and 6 in the Section 302  Certifications  of the
CEO/CFO  require  that the CEO/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/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/CFO has concluded
that,  subject to the  limitations  noted  above,  our  Disclosure  Controls are
effective to ensure that  material  information  relating to the Company is made
known to management,  including the CEO/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.

                                       19

<PAGE>

                                   SIGNATURES

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

Date: September 23, 2003                   ALLIANCE TOWERS, INC.

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


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

                                       20
<PAGE>

                                  CERTIFICATION
                             PURSUANT TO SECTION 302

      I, Robert Sandburg, certify that:

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

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

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

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

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

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

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

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

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

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

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



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

                                       21
<PAGE>

                                  CERTIFICATION
                              PURSUANT TO SECTION 302

      I, Michael Delin, certify that:

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

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

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

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

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

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

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

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

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

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

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



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

                                       22
<PAGE>

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

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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

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

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



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

                                       23
<PAGE>

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

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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

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

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



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

                                       24