<pre>
                       UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, DC 20549

                          FORM 10-KSB

    Annual Report Under 13 or 15(d) of the Securities Exchange
     Act of 1934 for the Fiscal Year Ended December 31, 2000


                   Commission File No. 0-28811


                   LUDLUM CONSTRUCTION CO., INC.
          (Name of Small Business Issuer in its charter)

           FLORIDA                            59-1413673
(State or other jurisdiction of   (I.R.S.Employer Identification No.)
incorporation or organization)


    10 S.E. Central Parkway, Suite 225
             Stuart, Florida                          34994
 (Address of principal executive offices)           (Zip Code)


                   Issuer's telephone number: 772 283 4490

Securities to be registered under Section 12(b) of the Act: NONE

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

               CLASS B COMMON STOCK ($.01 PAR VALUE)
                          (Title of Class)
               (Currently registered - Symbol LDLMB)

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

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

State the issuer's revenue for most recent fiscal year. $1,349,649

State the aggregated market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked price of such, as of a specified date within the last 60 days.
$3,760,767.00 based on the average of the closing bid and asked obtained from
the OTC Bulletin Board on December 31, 2000.

             Class B Common Stock - 3,711,000 shares
                 Class A Common Stock - 0 shares

Transitional Small Business Disclosure Format  [ ] YES  [X] No

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

                        TABLE OF CONTENTS
         ---------------------------------------------------------

Item 1.  Description of Business........................................1
Item 2.  Management's Discussion and Analysis or Plan of Operation......3
Item 3.  Description of Property........................................6
Item 4.  Security Ownership of Certain Beneficial Owners and Management.7
Item 5.  Directors, Executive Officers, Promoters and Control Persons...7
Item 6.  Executive Compensation.........................................8
Item 7.  Certain Relationships and Related Transactions.................8
Item 8.  Description of Securities......................................8
Item 9.  Market Price of and Dividends on the Registrant's Common
         Equity and Related Shareholder Matters........................10
Item 10. Legal Proceedings.............................................10
Item 11. Changes in and Disagreements With Accountants.................11
Item 12. Recent Sales of Unregistered Securities.......................11
Item 13. Indemnification of Directors and Officers.....................11
Item 14. Financial Statements.........................................F-1

Ludlum Construction Co., Inc. (LDLMB)is filing this Form 10-KSB in compliance
with disclosure requirements of Rule 12b-23 of the Securities Exchange Act of
1934.

<page>II

ITEM 1.  DESCRIPTION OF BUSINESS

THE COMPANY

Ludlum Construction Co., Inc., a  Florida corporation ("LudlumConstruction" or
the "Company"), was founded and incorporated in 1976 by Noah Ludlum. The
Company is a dredging and land excavating contractor that provides dredging
services for navigable waterways, lake construction and marinas. It also
provides excavation and development relating to construction of golf courses
and land subdivisions. It is based in Martin County, Florida.

In April 1998, the Company implemented its expansion plan that included
restructuring of its management. Noah Ludlum resigned as president, turning
management over to James Schwarz, who has been employed by the Company since
its inception. In March, 1998, the Company conducted a private offering under
Rule 504 Of Regulation D of the Securities Exchange Act of 1934. On September
18, 1998 the Company was approved by the National Association of Securities
Dealers for listing on the OTC Bulletin Board (symbol LDLMB).

CONTRACT SERVICES

The dredging and excavation market consists of government, commercial and
private segments. Ludlum relies primarily on a national on-line subscription
service for leads on new projects and bidding instructions. Because of its good
reputation, the Company receive some of its private projects through referrals.
It bids an average of six potential projects per month. The Company regularly
pursues government jobs on a competitive bid basis and is currently focusing on
the most profitable and least competitive range of  $300,000 to $1,500,000.

The Company's 25 plus employees use the Company's equipment base of five
dredges, three barge-mounted excavators, tug boats, and work boats, along with
20 pieces of earth-moving equipment.

<page>1

NEW SERVICES

The Company has recently implemented a "lease-out" equipment program that
enables it to profit from leasing its dormant equipment to outside contractors
for short periods. Within twelve months the Company plans to establish a
concrete crushing recycling facility. It will purchase or lease a concrete
crusher to process debris concrete obtained from rubble and demolition debris
or from construction companies. Although concrete crushing facilities are
available throughout the United States, none currently exist on Florida's
Treasure Coast. Such a facility would provide contractors a more cost-effective
alternative to dispose of waste concrete. Implementation of the concrete
recycling facility is dependent upon permission and approval being granted by
the Martin County Commission.

COMPETITIVE DESCRIPTION

The land excavating industry is very competitive. There is less competition for
dredging projects. There are currently a small number of major Florida-based
companies competing with the Company in dredging. The Company estimates its
present share of the South Florida market as 20%, a number projected to
increase as the Company expands. The Company estimates it is awarded 25% of all
jobs it bids. Ludlum Construction can bid competitively because most of the
equipment is owned and operated by it. Only minor aspects of jobs awarded are
subcontracted.

EMPLOYEES

On December 31, 2000, the Company had 27 full-time employees and 2 officers.
None of the Company's employees are covered by collective bargaining
agreements. The Company considers its employee relations to be satisfactory.

<page>2

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION OVERVIEW
RECENTLY COMPLETED PROJECTS (CUSTOMERS)

The Company completed the following dredging projects within the past 12
months:

         Job Site            Contractor/Customer    $ Contract Amount

1. Jupiter Inlet, FL        Jupiter Inlet District         234,820
2. Clam Bay, FL             Collier County B.O.C.C.        324,030
3. C-12 Canal, FL           South Florida Water Mangmt     794,867
4. Castaway Cay, Bahamas         American Bridge Co.       113,125
5. Sailfish Point POA, FL   Sailfish Point, P.O.A.         150,647
6. Lauderdale Marine Center, FL  Lauderdale Marine Ctr     262,500
7. Evans Crary Bridge, FL   PCL Civil Constructors          65,938
8. Trump Golf Course, FL    Ranger Constr. Industries      324,326
9. St. Lucie County
   Landfill, FL             St. Lucie County             1,075,533

CURRENT PROJECTS IN PROCESS

The following are the Company's pending projects in progress as
of December 31, 2000:

                                  CONTRACT          TOTAL EST.
      PROJECT                       TOTAL $        DIRECT COST $

      COE Puerto Rico              701,000            374,619
      Felix-Eagle Marsh            114,500             45,045
      Felix - BJS                  102,750             45,000
      Kissimmee                    265,750            105,553
      C-51 Canal                   118,167             11,704
      Crossroads                   286,481            117,882


      TIME & MATERIALS PROJECTS

      Misc Small Projects           72,482             35,283
      Floridian                    177,658            118,862
      Hendry                       175,768             11,199
      Lowenthal-Cinderella          80,000              6,368
      Lowes Boatyard                28,953             10,390
      Mancils                       108,304            23,534
      Millenium                     126,176            65,373

<page>3

RESULTS OF OPERATIONS
---------------------

In fiscal year 2000, the Company experienced cost overruns on two jobs.
Excessive costs, difficulty in dredging at the St. Lucie County Landfill, and
significant underbidding of the job caused a loss of approximately $240,000 to
be recorded on the St. Lucie County Landfill job. The St. Lucie County Landfill
job was finished in September 1999 with an additional loss of approximately
$240,000. Ambiguities and disputes in the Andros Isle contract as to the amount
of fill removed caused the Company to write off $150,000.00 from that project.
Working with their accountants, the new management has refined the bidding
process to get a true cost-of-job estimate. In sharp contrast to the $1.00 per
cubic yard received from the St. Lucie County Project, the new management has
successfully bid on and completed the following projects:

CONTRACTOR              SITE           YARDS DREDGED  PRICE PER YARD
-------------------   ---------------  -------------  --------------
South Florida Water
Management District   C-12 Canal, FL      80,000          $5.63
Pelican Bay Services  Clam Bay, FL        32,000          $5.32
City of Melbourne     Crane Creek, FL     46,552          $5.25
PCL Civil
Constructors, Inc.    St. Lucie River, FL  5,950          $7.57

The Company has significantly increased its cost per cubic yard of material
dredged. This was accomplished by focusing on bonded jobs which are awarded by
federal, state and local governments. The bonded jobs are less competitive
because of the financial and regulatory requirements. Another positive aspect
of government jobs is that payment is guaranteed, unlike private contractors
where collectability is often an issue. By focusing on government contracts,
the Company is expected to continually increase its profitability over the next
5 years.

In 1999 the Company sold two dredges which were not being used. The Company
plans to begin leasing more equipment on an "as needed" basis to Decrease its
cost of operation. The Company also plans to lease out its equipment when it is
not being used on a project. The Company's dredge, the "Florida Chief" was
recently leased to Hendry Corporation for $32,000 per month, while its fixed
costs to the Company is approximately $12,000 per month

<page>4

EXPANSION PROGRAM

In the fiscal year 2000, the Company began a major expansion in its dredging
and excavation operations. As its first step, the Company began bidding more
jobs in the southeastern United States. This will enable it  to focus on
government awarded contracts that are more profitable because there is less
competition due to the strict bonding requirements. Further, many of these
dredging projects are done on an emergency basis which gives the Company an
advantage over its competitors because of the large number of portable dredges
it owns. Beginning next year the Company plans to further expand by considering
the acquisition of smaller dredging and excavating companies.

IMPLEMENTATION SUMMARY

Through the use of on-line services announcing government contracts, the
Company will begin expanding its dredging projects throughout the southeastern
United States and the Caribbean. The Company has already completed projects in
North Carolina for the U.S. Army Corps of Engineers and in Gorda Cay, Bahamas
(Disney's Island) for American Bridge Company. Before bidding a job, management
meets with employees to discuss the potential project. At these meetings,
equipment needs, number of workers and potential problems of the jobs are
discussed. These strategy meetings have proved invaluable to the current
management in accurately preparing cost analyses.

MARKETING STRATEGY

The majority of contracts the Company is awarded are on a closed bid basis to
the lowest bidder. Cost effectiveness is a top priority for Company marketing
and obtaining government and private contracts.

SALES FORECAST

Revenues for 2000 are approximately $1,349,649. Through expansion efforts, the
Company is seeking to increase revenues to $1,600,000 the following year.

<page>5

ITEM 3.  DESCRIPTION OF PROPERTY

FACILITIES

The Company leases an office and a yard on five acres of industrial real estate
in Palm City, Florida. The office and yard shop combined provide a total of
approximately 2,000 square feet of covered space. The Company also leases an
1100 square foot business office in Stuart, Florida. Expansion plans call for
relocating the Company to a waterfront property on the Okeechobee Waterway in
Palm City, Florida, where the office, repair shop and equipment yardcan be
situated at one location. This will give the Company direct water access to the
west coast of Florida and the Gulf states via Lake Okeechobee. Lease
negotiations are currently under way. Also, negotiations for the lease of an
industrial site for the concrete crushing operation, a sand plant, and mulching
operation will be concluded once county permits are approved.

EQUIPMENT

Ludlum Construction's dredging and excavating equipment base consists of four
dredges, three barge-mounted excavators, tugboats, and workboats along with 20
pieces of earth-moving equipment. The Company has leased, with an option to
purchase, a new Elliott 370 Mud-Cat to meet increasing demand for dredging.

<page>6

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of
shares of Common Stock owned beneficially as of December 31, 1999 by:(i) each
person known to the Company to own more than five percent (5%) of any class of
the Company's voting securities; (ii) each director of the Company; and (iii)
all directors and officers as a group.

Title         Name and Address            Amount and Nature    Percent
of Class      of Beneficial Owner         of Beneficial Owner  of Class
------------  --------------------------- -------------------  --------
Class B       James K. & Donna M. Schwarz   2,031,250           54%
Common Stock  4437 SW Cherokee Street       Restricted
              Palm City, FL 34990

Class B       James A. Conway               1,218.750           32%
Common Stock  963 SE MacArthur Boulevard    Restricted
              Stuart, FL 34996

 Class B      All Directors & Officers      3,250,000           86%
 Common Stock  as a Group                   Restricted

The Company is not aware of any arrangement which might result in
a change of control in future nor in the prevention of such change
of control.

ITEM 5.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS.

         The following table sets forth certain information about
the directors and executive officers of the Company:

DIRECTORS AND EXECUTIVE OFFICERS

NAME              AGE  POSITION                    TERM
----------------  ---  ----------------------- ------------------
James K. Schwarz  48   Director/President      April 9, 1998-2001
                       Chairman of the Board

James A. Conway   43   Chief Executive Officer April 9, 1998-2001

JAMES K. SCHWARZ, President and Director. Mr. Schwarz has served as the
Company's President since April 1998 and has been employed by the Company since
its inception. Schwarz is proficient in managing Company operations, monitoring
projects, and marketing the Company's services.

JAMES A. CONWAY, Chief Executive Officer. Mr. Conway has served as the
Company's Chief Executive officer, Vice President, Secretary and Treasurer
since April 1998. Conway holds degrees in finance and law from the University
of Florida. He has fifteen years of experience in the corporate legal area
including negotiations, drafting contracts and litigation. Conway currently
practices law in Palm Beach and Martin County, Florida. He has served as the
Company's legal counsel for ten years.

<page>7

ITEM 6.  EXECUTIVE COMPENSATION

The following summary compensation table sets forth certain information
regarding compensation paid during the fiscal year ending December 31, 2000
Company executives.

                     SUMMARY COMPENSATION TABLE
                     --------------------------
         Name and                              Annual
         Principal                             Salary      Bonus
         Position                  Year         ($)         ($)
         ------------------        -----      --------     -----
         James K. Schwarz          2000       100,000         0
         President

         James A. Conway           2000        25,000         0
         Vice President,
         Treasurer/Secretary
         Chief Executive Officer
         Chief Financial Officer

COMPENSATION OF DIRECTORS

No director of the Company received any form of compensation from the Company
for any services provided as a director, for committee participation, or
special assignments.

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company intends that any transactions between the Company and its officers,
directors, principal shareholders, affiliates or advisors will be on terms no
less favorable to the Company than those reasonably obtainable from third
parties.

<page>8

ITEM 8.  DESCRIPTION OF SECURITIES

COMPANY STOCK

On October 24, 1997, the Company's Articles of Incorporation were amended to
authorize the Company to issue ten million (10,000,000) shares of Common Stock,
par value $.Ol per share ("Common Stock"), designated as one (1) share "Class
A" and nine million nine hundred ninety-nine thousand (9,999,999) "Class B". As
of December 31, 2000, there were issued and outstanding 3,711,000 shares of
"Class B" Common Stock held of record by approximately 27 shareholders and no
Class A" Common Stock.  The holders of the "Class B" shares shall have
exclusive voting rightsand powers, including the exclusive right to notice of
shareholders meetings.

DIVIDENDS

The Company has paid no dividends on its "Class B" Common Stock and it
currentlyintends to retain earnings for use in its business to finance
operations and growth. Any future determination as to the distribution of cash
dividends will depend upon the earnings and financial position of the Company
at that time and such other factors as the Board of Directors may deem
appropriate.

WARRANTS

The Company has no outstanding warrants.

<page>9

ITEM 9.  MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS.

Effective December 31, 1999, the Company was listed on the NASDAQOTC Bulletin
Board (symbol LDLMB). The quarterly high and low sales prices for the year 2000
are listed below.


                                    HIGH              LOW
                                 ---------         ---------
           Initially listed
               9/25/98        NO TRADING DURING THIS TIME PERIOD

           Qtr. End 3/31/00
           Qtr. End 6/30/00
           Qtr. End 9/30/00
           Qtr. End 12/31/00

ITEM 10. LEGAL PROCEEDINGS

On November 3, 1999 a lawsuit was filed in the Circuit Court of the 15th
Judicial Circuit, Palm Beach County, Florida, Case #CL9910542G by Nelson Bunker
Hunt Trust Estate - Trust A and Edward Stephenson against Ludlum Construction
Co., Inc., Noah W. Ludlum, Jr., Timothy Ludlum, James Conway, James K. Schwarz,
Merit First, Inc., and John O'Keefe. The plaintiffs signed a  subscription
agreement stating "that there is no market for the purchase and sale of the
shares and that no such market may ever exist." After the shares were
registered the price per share rose to a high of $4.50. When the price per
share dropped the lawsuit was filed. The plaintiffs have alleged fraud in the
inducement, violation of Florida Securities Investment Protection Act, and
Breach of promissory note. Each Plaintiff is seeking $250,000.00 in damages. On
the advice of counsel, the lawsuit was settled on April 2, 2000. The plaintiffs
dismissed the lawsuit and all claims in exchange for a new promissory note
being executed by the Company and guaranteed by its officers in the amount of
$450,000.00 payable at $8,000.00 per month with no interest. The note is
secured by the assets of the Company. Noah Ludlum, in exchange for being
dropped from the suit, forgave a $228,000.00 secured note the Company owed him
which was payable at $8,000.00 per month. In further consideration, he also
received some excess equipment from the Company valued at $75,000.00.

<page>10

(b) Pending governmental agency proceedings.

As the result of a sales tax audit for the years 1992 to 1997, the Florida
Department of Revenue filed a sales tax lien against Ludlum Construction Co.,
Inc. in July 1999 in the amount of $75,071. A written agreement has been
reached to pay off the lien. The Company has paid $20,000 and will begin making
$5,000 monthly payments beginning February, 2000 until the taxes are paid in
full without any additional interest.

Martin County Tax Collector has a $45,000.00 claim for personal tangible
property taxes which the Company is disputing claiming the assets were
appraised too high.

The Company has no knowledge of any other pending or contemplated legal
proceedings against it.

ITEM 11. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Because of the dissolution of the business and the lack of financial
information from June 30, 2000, the information we have been able to gather
through the remnants of the books and records for September and December of
2000, appear to be accurate in September, but we have no knowledge of exactly
what happened in December.

We retained the services of an accountant, who had contacted the previous
accounting firm and due to funds that were owed, the people had not completed
the financials nor had they been paid by Ludlum.  Therefore, it is only an
educated assumption that we can give on the financial position of the company
on December 31, 2000.

ITEM 12. RECENT SALES OF UNREGISTERED SECURITIES

None

ITEM 13. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The By-Laws of the Company make no provision for indemnification of its
directors or officers.

<page>11

ITEM 14. FINANCIAL STATEMENTS


                   LUDLUM CONSTRUCTION CO., INC.
                       FINANCIAL STATEMENTS
                   -----------------------------
                        FOR THE YEARS ENDED
                     DECEMBER 31, 1999 AND 1998

                         TABLE OF CONTENTS
                   -----------------------------

INDEPENDENT ACCOUNTANTS' REPORT.................................F-2
FINANCIAL STATEMENTS
          Balance Sheets........................................F-3
          Statements of Operations..............................F-4
          Statements of Stockholders' Equity....................F-5
          Statements of Cash Flows..............................F-6
          NOTES TO FINANCIAL STATEMENTS.........................F-7

<page>12

TRUSTEE'S FINANCIAL ASSESSMENT

On November 22, 2003, Floyd D. Wilkenson was appointed as Sole Director and
Trustee and authorized to represent the company, and directed to bring the
filings up to date.

It was understood that Mr. Wilkenson would attempt to find a proper use for the
company as a public corporation.

In our attempt to properly present the status of the company, we interviewed
the previous bookkeepers, accountants Holyfield Associates, P.A., and the
previous officers and directors.  Due to unfortunate circumstances that existed
at the time the company was forced to stop operating.  A lot of their books and
records have either been misplaced, destroyed or lost, and after diligent
search by former counsel, Mr. Conway along with our firm, we are resurrecting
the information the best we can, which is obtained from creditors and also
public records.

Therefore, the statements that were audited last, was as of December 31, 1999.
There is some information from the bookkeeper, which was given to us, which is
dated as of December 31, 2001.  After examination, they are very similar to the
information we have available for the year ending 2000.

Therefore, the information presented for the year December 31, 1999 and signed
off by Holyfield Associates, P.A. is as accurate as we are able to establish.

Difficulty in collecting for the contracts that they fulfilled for county,
state and federal government, led to their difficulty in meeting the
requirements of the creditors.

Employees were finding it difficult to get paid, and therefore a very slipshod
situation developed wherein financial records were the least of their concerns
at that moment.  Because of the demands by creditors, the information on the
creditors and the liabilities is quite accurate to the best of our knowledge.

                              By: /s/ Floyd D. Wilkenson
                              ------------------------------
                              Floyd D. Wilkenson
                              Authorized Agent/Sole Director
                              Appointed by Board of Directors
                                on March 19, 2004

Dated: December 1, 2004

<page>F-1

Holyfield Associates, P.A.
Certified Public Accountants


                         INDEPENDENT ACCOUNTANTS' REPORT


Board of Directors and Stockholders of
Ludlum Construction Co., Inc.
Stuart, Florida

We have audited the accompanying balance sheets of Ludlum Construction Co.,
Inc. as of December 31, 1999 and 1998 and the related statements of operations,
stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of Ludlum Construction Co., Inc. management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 Ludlum Construction Co., Inc.
as of December 31, 1999 and 1998 and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted
accounting principles.


Holyfield Associates, P.A.
West Palm Beach, Florida
March 28, 2000

<page>F-2

                       LUDLUM CONSTRUCTION CO., INC BALANCE SHEETS

                                      (as of December 31, 2000)
                                          1999            1998
                                      -------------   ------------
                          ASSETS
                          ------
CURRENT ASSETS
   Cash and cash equivalents          $    13,483     $     3,251
   Contract receivables                   532,283         408,933
   Costs and estimated earnings in
      excess of billings on
      uncompleted contracts               133,523         128,894
                                      -----------     -----------
                                          679,289         541,078

PROPERTY AND EQUIPMENT
   Construction and office equipment    3,915,569       4,312,476
   Accumulated depreciation            (1,717,872)     (1,386,799)
                                      -----------     -----------
                                        2,197,697       2,925,677
OTHER ASSETS
   Notes receivable, net of
   $23,932 allowance                       37,784          66,332
   Deposits and prepaid expenses              418           3,738
                                      -----------     -----------
   Total assets                       $ 2,915,188     $ 3,536,825

           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Current portion of notes payable      $426,829        $844,433
   Short term debt                        408,375         381,195
   Due to stockholders                    451,886         173,093
   Accounts payable and accrued expenses  600,563         569,067
   Billings in excess of costs and
     estimated earnings on uncompleted
     contracts                             10,025
                                      -----------     -----------
                                        1,887,653       1,977,813
NON-CURRENT LIABILITIES
   Long term portion of notes payable     879,550       1,185,907
                                      -----------     -----------
TOTAL LIABILITIES                       2,767,203       3,163,720


STOCKHOLDERS' EQUITY
   Common stock, Class A, $.01 par value,
      1 share authorized, none issued and
      outstanding in 1998 and 1999
   Common stock, Class B, $.01 par value,
      9,999,999 shares authorized,
      3,711,000 and 3,703,000 shares
      issued and outstanding               37,110         37,030
   Additional paid in capital             972,830        952,910
   Retained earnings (deficit)           (861,955)      (616,835)
                                      -----------     -----------
                                          147,985        373,105


Total liabilities and stockholders'
equity                                $ 2,915,188    $ 3,536,825
                                      ===========    ===========

The accompanying notes and accountant's report should be read with
these financial statements.

<page>F-3

                        LUDLUM CONSTRUCTION CO., INC.
                          STATEMENTS OF OPERATIONS

                                    For the years ended December 31,
                                         1999              1998
                                      -----------     -----------
Contract revenues earned            $ 3,942,935       $ 4,390,049

Cost of revenues earned               3,339,152         4,226,536
                                      -----------     -----------
        Gross profit                    603,783           163,513

General and administrative expenses     553,054         1,037,180
                                      -----------     -----------

        Income (loss) from operations    50,729          (873,667)

Other income (expense)
   Investment income                      21,697           21,290
   Gain (loss) on dispostion of assets   (24,487)          21,798
   Interest expense                     (293,059)        (286,031)
                                      -----------     -----------

        Income (loss) before income
        taxes                           (245,120)     (1,116,610)
                                      -----------     -----------
   Provision for income taxes (credit)                  (212,256)
                                      -----------     -----------
        Net income (loss)            $  (245,120)     $ (904,354)
                                     ============     ===========

Basic and diluted earnings (loss) per share:
   Net income (loss) per share             ($.07)          ($.23)
                                           ======          ======

The accompanying notes and accountant's report should be read
with these financial statements.

<page>F-4

LUDLUM CONSTRUCTION CO., INC. STATEMENTS OF STOCKHOLDERS' EQUITY
            (for the years ended December 31, 1999 and 1998)


                  Common Stock Shares  Additional Paid-in    Retained
                Cl. A Class B  Amount   Capital    Earnings   Total
                ----- -------- ------  ---------- ---------  --------
Bal., 1/1/98      1  5,078,125 $50,781 $475,250  $287,519  $813,551

Sale of 1,218,750
shrs of Class        1,218,750  12,187   35,813    48,000
B common

Redemption of
stock           (1) (3,046,875)(30,468)(405,896)           (436,365)

Issuance 100,000
shrs of Class B
common for
consulting services    100,000    1,000    6,273              7,273

Sale of 353,000 shrs   353,000    3,530  841,470            845,000
of Class B Common

Net loss, 1998                                   (904,354) (904,354)


Bal., 12/31/98      3,703,000   37,030  952,910  (616,835)  373,105

Issuance of shrs
of Class B common      8,000        80    19,920             20,000

Net loss, 1999                                   (245,120) (245,120)
                   ---------   -------  -------- ---------- --------
Bal., 12/31/99     3,711,000   $37,110  $972,830 $(861,955) $147,985
                   =========   =======  ======== ========== ========

The accompanying notes and accountant's report should be read with
these financial statements.

<page>F-5

                      LUDLUM CONSTRUCTION CO., INC.
                       STATEMENTS OF CASH FLOWS

                                         (for the years ended December 31,
                                                 1999         1998
                                            -----------  -------------
Cash flows from operating activities
   Net income (loss)                        $  (245,120) $  (904,354)
   Adjustments to reconcile net income (loss)
      to cash flows from operating activities:
   Non-cash issuance of stock for consulting                   7,273
   services
   Depreciation and amortization                594,033      623,408
   Disposition of property and equipment         24,487      (21,798)
   Change in:
   Contract receivables                        (123,350)     345,395
   Costs and estimated earnings in excess of     (4,629)     155,153
   billings
   Income taxes receivable                                    24,769
   Other assets                                  28,548      170,603
   Accounts payable and accrued expenses         31,496      (58,210)
   Deferred income taxes payable               (181,700)
   Billings in excess of costs and estimated
   earnings                                     (10,025)     (97,556)
                                            -----------  -------------
      Net cash provided by operating
    activities                                   295,440      62,983


Cash flows from investing activities
   Purchase of property and equipment           (291,970) (1,713,006)
   Proceeds from sales of property and
   equipment                                     404,750     415,217
                                            -----------  -------------
      Net cash provided by (used in) investing
       activities                                112,780  (1,297,789)

Cash flows from financing activities
   Net borrowings from shareholders              278,793    (12,603)
   Sales of stock                                 20,000    893,000
   Stock redemption                                         (36,364)
   New financing                                 545,490  1,518,666
   Payments on notes payable                  (1,242,271)(1,192,467)
                                            -----------  -------------
      Net cash provided by (used in) financing
       activities                              (397,988)  1,170,232


   Increase (decrease) in cash and cash
     equivalents                                 10,232     (64,574)

   Cash and cash equivalents, beginning of year   3,251      67,825

                                            -----------  -------------
   Cash and cash equivalents, end of year     $  13,483    $  3,251


Supplemental disclosures of cash flow
    information:
   Cash payments for interest                $  277,839    $ 276,105


Non cash financing activities:
   Note payable issued in stock redemption                 $ 400,000


The accompanying notes and accountant's report should be read with
these financial statements.

<page>F-6

LUDLUM CONSTRUCTION CO., INC.
NOTES TO FINANCIAL STATEMENTS FOR THE YEARS 1999 AND 1998

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Ludlum Construction Co., Inc. (the "Company") was incorporated on December
13,1976, and operates as a construction site and dredge contractor with
projects throughout South Florida. The work is performed under cost-plus fee
contracts, fixed-price contracts and fixed price contracts modified by
incentive and penalty provisions, and on a time and material basis. The Company
grants credit,  in accordance with available lien laws, to its customers.
Management believes that its contract acceptance, billing and collection
policies are adequate to minimize potential credit risk.

Accounting for Construction Contracts

Construction contracts are accounted for using the percentage of completion
method of accounting measured by the percentage of costs incurred to date to
estimated total costs. Under the terms of the various contracts, progress
billings are made either at the completion of specific portions of the contract
or at fixed amounts at stated dates. Contract costs include all direct material
and labor costs and those indirect costs related to contract performance, such
as indirect labor  supplies, tools, repairs and depreciation costs. General and
administrative costs are charged to expense as incurred. At such time as a
contract is estimated to be unprofitable, the anticipated loss is charged to
income.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the assets. The lives
range from five to ten years.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the
financial statements. The corporation is on the percentage of completion method
for financial statement presentation and on the completed contract method of
accounting for income tax filing purposes. On the percentage of completion
method, income is recognized as the work is performed on all contracts, both
completed and in process. On the completed contract method, revenue is only
recognized when a project is completed.

Deferred taxes are recognized for differences in income recognition between the
two methods of accounting as well as for the differences between the basis of
assets and liabilities for financial statement and income tax purposes. The
deferred tax assets and liabilities represent the future tax consequences of
those differences which will either be deductible or taxable when income is
realized or the assets and liabilities are recovered or settled. Deferred taxes
are also recognized for operating losses and tax credits that are available to
offset future taxable income.

Accounting Estimates

The management of the Company uses accounting estimates in determining revenues
from contracts as accounted for by the percentage of completion method.
Estimates are based on subjective as well as objective factors and, as a
result, judgement is required to estimate certain amounts at the date of the
financial statements.

<page>F-7

LUDLUM CONSTRUCTION CO., INC.
NOTES TO FINANCIAL STATEMENTS FOR THE YEARS
1999 AND 1998

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Cash and Cash Equivalents

Cash and cash equivalents include overnight investments in repurchase
agreements. The Company considers all investments with maturities of three
months or less to be cash equivalents.

Fair Value of Financial Instruments

The fair value of the Corporation's financial instruments, such as accounts
receivable, accounts payable, and notes payable approximate their carrying
value.

Year 2000 Reporting

On August 4, 1998, the SEC issued expanded requirements for disclosure
regarding the international computer programming problems whereby certain
computer programs will not be able to properly recognize the date in the year
2000. Management believes the Company has no material exposure from the year
2000 problem. The Company's management information systems advisor reports that
because the Company's system was originally designed to be unaffected by the
year 2000 problem, the Company has no exposure to the problem within its own
system. The Company has consulted major vendors and suppliers whose non-
compliance with correction of the problem could cause material damage to the
Company and has determined that such vendors and suppliers have plans in place
that will circumvent year 2000 problems that could affect the Company.

Recent Accounting Pronouncements

In 1997, the FASB issued Statements No. 130, "Reporting Comprehensive Income,"
and No. 131, "Disclosures about segments of an Enterprise and Related
Information," which are effective for fiscal years beginning after December 15,
1997. These Statements will have no effect on the Company's financial position
or results of operations.

Net Income (Loss) Per Share

Basic and diluted earnings (loss) per share is computed by dividing income
(loss) available to common shareholders by the weighted average number of
common shares outstanding for the year (retroactively adjusted for the stock
split in 1998).

                                             1999           1998
                                          -----------  -------------
Net income (loss) to common shareholders  $ (245,120)   $ (904,354)

Weighted average number of common
     shares outstanding                    3,710,333     3,912,264

Basic and diluted income (loss) per share
     from continuing operations           $     (.07)   $    (.23)
                                          ==========    ==========
2.       CONTRACT RECEIVABLES

Contract receivables consist of the following as of December
31, 1999 and 1998.

                                             1999           1998
                                           ----------   -----------
Completed contracts                         $ 59,616     $230,777
Uncompleted contracts                        439,203       70,334
Retainages                                    33,464      107,822
                                           -----------  -----------
                                            $532,283     $408,933
                                           ===========  ===========
<page>F-8

LUDLUM CONSTRUCTION CO., INC.
NOTES TO FINANCIAL STATEMENTS FOR THE YEARS 1999 AND 1998

3.       COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs and estimated earnings on uncompleted contracts as of December 31, 1999
and 1998, consist of the following:


                                       1999            1998
                                  ----------     ------------
Costs and expenses incurred on
  uncompleted contracts           $  750,250      $2,220,525
Estimated earnings to date           139,821         116,870
                                  -----------    ------------
                                     890,071       2,337,395
Less billings                        756,549       2,218,526
                                  -----------    ------------
                                  $  133,522      $  118,869
                                  ===========    ============
Included in accompanying balance sheet under the following captions:

Costs and estimated earnings in excess
  of billings on uncompleted contracts $ 133,522   $ 128,894

Billings in excess of costs and estimated
   earnings on uncompleted contracts                 (10,025)
                                     -----------   ----------
                                     $ 133,522     $ 118,869


The following schedule reflects a reconciliation of the Company's backlog
representing signed contracts in existence at December 31, 1999 and 1998:

                                       1999          1998
                                     ----------   ----------
Backlog, beginning of year           $2,018,000   $2,389,000
New contracts and contract
adjustments                           3,869,000    4,019,000
                                     ----------   -----------
Total                                 5,887,000    6,408,000

Less contract revenues earned in the
current period                        3,943,000    4,390,000
                                     ----------   ----------
Backlog, end of year                 $1,944,000    $2,018,000


4.       PROPERTY AND EQUIPMENT

Major classes of property and equipment as of December 31, 1999 and 1998 are:

                                            1999            1998
                                        ----------      ----------
Dredges, barges and equipment           $2,081,417      $2,329,760
Heavy equipment                          1,397,777       1,542,956
Vehicles and transports                    342,380         367,380
Shop equipment                              68,386          43,564
Office equipment                            25,609          28,816
                                        ----------      ----------
                                         3,915,569       4,312,476

Less accumulated depreciation            1,717,872       1,386,799
                                        ----------      ----------
                                        $2,197,697      $2,925,677

Depreciation expense was $590,713 in 1999 and $619,987 in 1998.

<page>F-9

LUDLUM CONSTRUCTION CO., INC.
NOTES TO FINANCIAL STATEMENTS FOR THE YEARS 1999 AND 1998

5.       DEBT

NOTES PAYABLE

Short-term debt consists of the following as of December 31, 1999 and 1998:

                                             1999          1998
                                         -----------    ----------
 Note payable to a bank,
  interest at 9.75%,
  secured by a dredge                     $327,165      $

Other short- term notes payable             81,210       381,195
                                         -----------    ----------
                                           $408,375      $381,195
                                         ===========    ==========
LONG-TERM DEBT

Long term debt consists of the following at December 31, 1999 and 1998:

                                                   1999        1998
                                                  -------     -------
Note payable, bearing interest at 10.25%, payable
 monthly in principal and interest of $8,548 with
a balloon payment on January 1, 2001, and
guaranteed by officers of the Company.             389,694

Note payable, interest at 6.4%, secured by stock
of the Company, paymentsof $100,000 principal
plus accrued interest due April 9, andJuly 9, 1998,
1999, 2000, 2001 respectively.                     243,530    305,842

Notes payable to finance companies, bearing interest
from 5.38% to 22.19%, payable monthly from $186
to $12,468, secured by vehicles and equipment, final
 payments due from April 1998 to January 2003.     643,716    908,312

Notes payable to banks, bearing interest from 6.45%
to 14.7%, payable monthly from $318 to $11,310,
secured by vehicles and equipment, final payments
due from March 1997 to June 2001.                   29,439    816,186
                                                   -------    -------
                                                 1,306,379  2,030,340
Less current maturities                            426,829    844,433
                                                 ---------  ---------
                                                $  879,550 $1,185,907
                                                ========== ==========
<page>F-10

LUDLUM CONSTRUCTION CO., INC.
NOTES TO FINANCIAL STATEMENTS FOR THE YEARS 1999 AND 1998

5.       DEBT, CONTINUED

                                                 1999          1998
                                            -----------    ----------

Payments on long term debt due in 1999      $              $  844,433
                                  2000         426,829        416,653
                                  2001         622,515        603,192
                                  2002         246,503        155,530
                                  2003          10,532         10,532
                                             ---------     ----------
                                            $1,306,379     $2,030,340
                                            ==========     ==========
6.       INCOME TAXES

A provision for state and federal income taxes has been computed based on
amounts currently payable to (refundable from) taxing authorities and increased
or decreased by changes in deferred taxes. The current provision for income tax
consists of the following:

                                          1999         1998
                                       -----------   ----------

Amount currently refundable            $             $ (30,566)
Changes in deferred taxes
     Current
     Long-term                                        (181,700)
                                       -----------   ----------
                                       $             $(212,256)
                                       ===========   ==========

Deferred tax liabilities, giving rise to deferred taxes, are recognized for
temporary differences that will result in taxable amounts in future years. At
December 31, 1999 and 1998, the Company had no deferred tax liabilities.

Offsetting future liabilities are net operating loss carry forwards amounting
to approximately $1,985,000. This operating loss will expire on December 31,
2013. The loss carry forwards result in a deferred tax asset of $675,000,
offset by a valuation allowance of $675,000 at December 31, 1999.

7.       STOCKHOLDERS' EQUITY

Pursuant to a stock subscription agreement dated November 7, 1997, the Company
sold 120 shares of class B stock to an unrelated third party for $48,000.

Pursuant to a contract signed on December 31, 1997 and consummated on April 9,
1998, the board of directors of the Company agreed to redeem the shares of two
directors comprising 100% of the class A and 60% of the class B shares issued
by the Company.

The redemption price set on December 31, 1997 was $0 per share of class A stock
and $1,455 per share for the class B stock. The total purchase price for the
shares was $436,365. On April 9, 1998, the Company signed a note payable to a
selling director for $400,000 bearing an interest rate of 6.4%. The note
requires principal payments of $100,000 payable on July 9, 1998, 1999, 2000,
2001. The note is secured by the stock certificates issued to officers of the
Company. Also, the Company must maintain a term life insurance policy on the
life of the note holder to pay the unpaid balance of the note payable until
such time as the note is fully paid.

On April 9, 1998, the Company authorized a stock split of 10,156.25 to one
share for each class B stock.

From April 9, 1998 through December 31, 1998, the Company issued 353,000 shares
of post split class B stock for $845,000.

In 1998, the Company also issued 100,000 shares of post split class B stock for
consulting services. The Company provided a charge to expense for $7,273.

The Company entered into an employment agreement with a selling director. The
agreement obligates the Company to pay the individual $75,000 per year and
provides him with health and term life insurance, as well as use of a Ford F350
truck with all expenses paid for a period of three years. At the end of the
agreement, the truck is to be given to the individual. This person retired in
May, 1999 and the employment agreement was terminated.

<page>F-11

LUDLUM CONSTRUCTION CO., INC.
NOTES TO FINANCIAL STATEMENTS FOR THE YEARS 1999 AND 1998


8.       CONCENTRATION OF CREDIT RISK

During the year, the Company has maintained cash balances in excess of the
Federally insured limits. The funds are with major money center banks.
Consequently, the Company does not believe that there is a significant risk in
having these balances in the financial institutions. The cash balances at
December 31, 1999 were not over the limit.

9.       COMMITMENTS AND CONTINGENCIES

The Company leases its office, equipment and land used for equipment storage.
The minimum payments due under these leases are:

                   Monthly      Expiration     Current     Remaining
                  Obligation       Date        Portion      Balance
                  ----------    ----------     --------    ----------
Equipment           $ 3,287      07-07-00      $ 39,444    $ 98,619
Office and shop     $ 4,426      11-14-01      $ 53,112    $ 48,686

10.      GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses consist of the following for the years 1999
and 1998:

                                            1999           1998
                                        -----------      ---------
Salaries                                 $ 261,313       $ 343,212
Bad debts                                   37,726         217,239
Taxes and licenses                          38,930          82,245
Telephone and utilities                     38,083          55,074
Rent                                        34,722          36,089
Professional fees                           51,964         137,555
Office expenses                             24,977          41,566
Insurance                                   36,172          21,103
Travel expenses                              7,438          19,142
Depreciation and amortization
(after allocations to job cost)              3,320          10,199
Other                                       18,359          73,756
                                        ----------       ---------
                                         $ 553,054      $1,037,180
                                        ===========     ==========

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM LUDLUM
CONSTRUCTION CO., INC. FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH.


PERIOD-TYPE
FISCAL-YEAR-END DEC-31-1999
PERIOD-START    JAN-01-1999
PERIOD-END         DEC-31-1999
CASH                                          13,483
SECURITIES                                         0
RECEIVABLES                                  532,283
ALLOWANCES                                         0
INVENTOR                                           0
CURRENT-ASSETS                               679,289
PP&E                                       3,915,569
DEPRECIATION                               1,717,872
TOTAL-ASSETS                               2,915,188
CURRENT-LIABILITIES                        1,887,653
BONDS                                        879,550
PREFERRED-MANDATORY                                0
PREFERRED                                          0
COMMON                                        37,110
OTHER-SE                                     110,875
TOTAL-LIAB-AND-EQUITY                      2,915,188
SALES                                      3,942,935
TOTAL-REVENUES                             3,964,632
CGS                                        3,339,152
TOTAL-COSTS                                3,854,480
OTHER-EXPENSES                                24,487
LOSS-PROVISION                                37,726
INTEREST-EXPENSE                             293,059
INCOME-PRETAX                               (245,120)
INCOME-TAX                                         0
INCOME-CONTINUING                           (245,120)
DISCONTINUED                                       0
EXTRAORDINARY                                      0
CHANGES                                            0
NET-INCOME                                  (245,120)
EPS-BASIC                                       (.07)
EPS-DILUTED                                     (.07)

<page>F-12

                           INDEX TO EXHIBITS

Exhibit
Number  Description
------  -------------------------------------------------------------------
31.1    Certifications Required by Rule 13a-14(a) of the Securities Exchange
        Act of 1934, as amended, as Adopted Pursuant to Section 302 of the
        Sarbanes- Oxley Act of 2002

32.1    Certification of Chief Executive Officer and Chief Financial Officer
        Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002

<page>13

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

                              LUDLUM CONSTRUCTION CO., INC.
                              a Florida corporation


                              By: /s/ Floyd D. Wilkenson
                              ------------------------------
                              Floyd D. Wilkenson
                              Authorized Agent/Sole Director
                              Appointed by Board of Directors
                                on March 19, 2004


Dated: December 1, 2004

<page>14

                          EXHIBITS FILED WITH THIS REPORT

Exhibit
Number  Description
------  -------------------------------------------------------------------
31.1    Certifications Required by Rule 13a-14(a) of the Securities Exchange
        Act of 1934, as amended, as Adopted Pursuant to Section 302 of the
        Sarbanes- Oxley Act of 2002

32.1    Certification of Chief Executive Officer and Chief Financial Officer
        Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
        of the Sarbanes-Oxley Act of 2002

<page>15