**SECURITIES AND EXCHANGE COMMISSION****Washington, D.C.  20549**

**FORM 10-QSB**
Mark One
  
  
[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
  
THE SECURITIES EXCHANGE ACT OF 1934
  
For the quarterly period ended June 30, 2004  
OR  
[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
  
THE SECURITIES EXCHANGE ACT OF 1934
  
For the transition period from                   to                  
  
Commission file number    000-29521    

**SITEWORKS, INC**.(Exact name ofregistrant as specified in its charter)
**Florida**
**58-2590047**
(State or other jurisdiction of
(I.R.S. Employer
organization)
Identification No.)

**2534 N. Miami Ave., Miami,Florida   33127**(Address of principal executiveoffices)(Zip code)
**(305) 573-9339**(Registrant’s telephone number, includingarea code)

Indicate by check mark whether the Registrant (1) has filed all reports requiredto be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the Registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.    

Yes    X     No           
As of June 30, 2004, the Registrant had a total of 251,159,621 shares of commonstock outstanding.

****   
**TABLE OF CONTENTS**

**PART I.   FINANCIAL INFORMATION**
 
PAGE
 
ITEM 1.  FINANCIAL STATEMENTS
       BALANCE SHEET AS OF JUNE 30, 2004	
5    
     STATEMENTS OF OPERATIONS FOR THE SIX AND THREEMONTHS ENDED
 
         JUNE 30, 2004 AND 2003(WITH CUMULATIVE TOTALS SINCE INCEPTION)

6    
     STATEMENTS OF CASH FLOWS FOR THE SIX MONTHSENDED
 
         JUNE 30, 2004 AND 2003(WITH CUMULATIVE TOTALS SINCE INCEPTION)

7    
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8 - 19  
ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OFOPERATIONS

20  
ITEM 3.  CONTROLS AND PROCEDURES

20   
**PART II.   OTHER INFORMATION**
 
ITEM 1.  LEGAL PROCEEDINGS

20  
ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

20  
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

20  
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

20  
ITEM 5.  OTHER INFORMATION

20  
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

20  
**SIGNATURES**

21  	

2****   

**PART I - FINANCIAL INFORMATION**
**ITEM 1.  FINANCIALSTATEMENTS**
**SITEWORKS, INC. AND SUBSIDIARY****(A DEVELOPMENT STAGECOMPANY)****CONDENSED CONSOLIDATED FINANCIAL STATEMENTS****JUNE30, 2004 AND 2003**
3****   

**SITEWORKS, INC. AND SUBSIDIARY****(A DEVELOPMENT STAGECOMPANY)**
**INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS****(UNAUDITED)**
  
Page
  
Balance Sheet as of June 30, 2004 
 
5  
Statements of Operations for the Six Months and Three Months Ended

  June 30, 2004 and 2003 with Cumulative Totals Since Inception
 
6  
Statements of Cash Flows for the Six Months Ended

  June 30, 2004 and 2003 with Cumulative Totals Since Inception
 
7  
Notes to Financial Statements
 
8 

4****   

**SITEWORKS, INC. ANDSUBSIDIARY****(A DEVELOPMENT STAGECOMPANY)****CONDENSED CONSOLIDATED BALANCESHEET****JUNE 30,2004**
**ASSETS**     
  Cash and cash equivalents
 
$
2,796 
  Inventory
  
105,000 
  Property and equipment, net
  
26,988 
  Deposits
  
1,200 
    
**TOTAL ASSETS**
 
$
135,984 
    
**LIABILITIES AND STOCKHOLDERS’ EQUITY(DEFICIT)**     
**LIABILITIES**
       
  Accounts payable and accrued expenses
 
$
21,443 
  Mortgage payable
  
64,763 
  Note payable
  
27,000 
  Current portion of note payable - vehicle
  
3,573 
    
** Total Current Liabilities**
  
116,779 
    
Note payable - vehicle, net of current portion
  
7,485 
    
** Total Liabilities**
  
124,264 
    
**STOCKHOLDERS’ EQUITY (DEFICIT)**
   
  Preferred stock, $.01 par value, 50,000,000 sharesauthorized
   
     and 0 shares issued and outstanding
  
- 
  Series A Preferred stock, $.001 par value, 20,000,000shares authorized
   
     and 0 shares issued and outstanding
  
- 
  Common stock, $.001 par value, 10,000,000,000 sharesauthorized;
   
     495,393,939 shares issued and outstanding 
  
495,394 
  Subscription receivable
  
(889,100)
  Additional paid-in capital
  
4,032,076 
  Deficit accumulated during the developmentstage
  
(3,626,650)
    
** Total Stockholders’ Equity(Deficit)**
  
11,720 
    
**TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY(DEFICIT)**
 
$
135,984 

The accompanying notes are an integral part of the condensedconsolidated financial statements.
5****   

**SITEWORKS, INC. ANDSUBSIDIARY****(A DEVELOPMENT STAGECOMPANY)****CONDENSED CONSOLIDATED STATEMENTS OFOPERATIONS****FOR THE SIX AND THREE MONTHS ENDEDJUNE 30, 2004 AND 2003****(WITH CUMULATIVE TOTALSSINCE INCEPTION)**
        
**August 8, 2001**   
**SIX MONTHS ENDED**
**THREE MONTHS ENDED** 
**(Inception)**   
**JUNE 30,**
**JUNE 30,** 
**to**   
**2004**
 
**2003**
 
**2004**
 
**2003**
 
**June 30, 2004**
            
      
**SALES**

$
- 
$
4,099 
$
-
$
 4,099 
$
 13,355          
**COST OF SALES**
 
- 
 
(745)
 
-
 
(745)
 
(9,846)
         
**GROSS PROFIT**
 
- 
 
  3,354 
 
-
 
3,354 
 
3,509 
                  
**OPERATING EXPENSES**
        
Officers’ compensation
 
315,000 
6,750 
225,000
-  
771,750  
General and administration
 
398,880 
1,593,278 
204,862
152,407  
2,533,945  
Depreciation and amortization
 
2,801 
 
2,118 
 
1,425
 
1,059 
 
8,606 
          
** Total Operating Expenses**
 
716,681 
 
1,602,146 
 
431,287
 
153,466 
 
3,314,301 
          
**LOSS BEFORE OTHER INCOME (EXPENSE)**
 
 (716,681)
 
(1,598,792)
 
(431,287)
 
(150,112)
 
(3,310,792)
          
**OTHER INCOME (EXPENSE)**
        
  Impairment of goodwill
 
 (240,000)
- 
-
-  
(300,000) 
  Interest expense
 
 (1,261)
 
(2,053)
 
(908)
 
(2,550)
 
(10,608)
 
** Total Other Income (Expense)**
 
 (241,261)
 
(2,053)
 
(908)
 
(2,550)
 
 (310,608)
                  
**NET LOSS APPLICABLE TO COMMON SHARES**

$
 (957,942)

$
(1,600,845)

$
(432,195)

$
(152,662)

$
  (3,621,400)
          
**NET LOSS PER BASIC AND DILUTED SHARES**

$
 (0.00)

$
 (0.54)

$
 (0.00)

$
  (0.05)
            
**WEIGHTED AVERAGE NUMBER OF COMMON**
        
**  SHARES OUTSTANDING**
 
266,243,939 
 
2,972,376 
 
306,343,939
 
3,151,307  
  

The accompanying notes are an integral part of the condensedconsolidated financial statements.
6****   
**SITEWORKS, INC. ANDSUBSIDIARY****(A DEVELOPMENT STAGECOMPANY)****CONDENSED CONSOLIDATED STATEMENTS OFCASH FLOWS****FOR THE SIX MONTHS ENDED JUNE 30,2004 AND 2003****(WITH CUMULATIVE TOTALS SINCEINCEPTION)**
      
**August 8, 2001**      
**(Inception)**      
**to**  
**2004**
 
**2003**
 
**June 30, 2004**
       
**CASH FLOWS FROM OPERATING ACTIVITIES**
      
  Net loss

$
 (957,942)

$
 (1,600,845)

$
 (3,621,400)

  Adjustments to reconcile net loss to netcash
      
   (used in) operating activities
             
  Depreciation and amortization
 
2,801  
2,118  
8,606 
  Impairment of goodwill
 
240,000  
-  
300,000 
  Stock issued for services
 
482,350  
1,522,625  
2,899,455        
**Changes in assets and liabilities**
      
  (Increase) in accounts receivable
 
2,700  
-  
- 
  (Increase) in inventory
 
-  
-  
 (105,000)
  (Increase) in deposits
 
-  
-  
 (1,200)
  Increase (decrease) in accounts payable and otherliabilities
 
2,292 
 
-  
21,443 

  Total adjustments
 
730,143 
 
1,524,743 
 
3,123,304 
      
 
**  Net cash (used in) operatingactivities**
 
 (227,799)
 
 (76,102)
 
 (498,096)
       
**CASH FLOWS FROM INVESTING ACTIVITIES**
      
  Purchase of property and equipment
 
 (5,498)
 
 (20,794)
 
 (35,594)
      
**  Net cash (used in) investingactivities**
 
 (5,498)
 
 (20,794)
 
 (35,594)
       
**CASH FLOWS FROM FINANCING ACTIVITES**
      
  Proceeds from note payable - related party
 
 (123,000) 
-  
27,000 
  Proceeds from note payable - vehicle
 
-  
14,294  
14,294 
  Proceeds from mortgage payable
 
65,000  
- 
65,000 
  Payments on mortgage payable 
 
 (237) 
- 
 (237)
  Payments on notes payable - vehicle
 
 (1,151) 
- 
 (3,236)
  Increase (decrease) in amounts dueofficer/stockholder
 
 (5,246) 
18,852  
- 
  Proceeds from the sale of common stock
 
300,635 
 
65,000 
 
433,665 
       
**  Net cash provided by financingactivities**
 
236,001 
 
98,146 
 
536,486 
       
**NET INCREASE IN**
      
**  CASH AND CASH EQUIVALENTS**
 
2,704  
1,250  
2,796        
**CASH AND CASH EQUIVALENTS -**
      
**  BEGINNING OF PERIOD**
 
92 
 
65 
 
- 
    
  
 
**CASH AND CASH EQUIVALENTS - END OF PERIOD**

$
2,796 

$
1,315 

$
2,796 
       
**SUPPLEMENTAL DISCLOSURES:**
      
  Cash paid during the period for interest

$
1,261 

$
2,053 

$
2,672 
       
**SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:**
     
  Common stock issued for services andacquisitions

$
722,350 

$
1,522,625 

$
3,144,705 

The accompanying notes are an integral part of the condensedconsolidated financial statements
7****   

**SITEWORKS, INC. AND SUBSIDIARY****(A DEVELOPMENT STAGECOMPANY)****NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS****JUNE 30, 2004 AND 2003**
**NOTE 1 -      ORGANIZATION AND BASIS OFPRESENTATION**

The condensed consolidated unaudited interim financialstatements included herein have been prepared, without audit, pursuant to therules and regulations of the Securities and Exchange Commission.  The condensedconsolidated financial statements and notes are presented as permitted on Form10-QSB and do not contain information included in the Company’s annualfinancial statements and notes.  Certain information and footnote disclosuresnormally included in financial statements prepared in accordance with accountingprinciples generally accepted in the United States of America have beencondensed or omitted pursuant to such rules and regulations, although theCompany believes that the disclosures are adequate to make the informationpresented not misleading.  It is suggested that these condensed consolidatedfinancial statements be read in conjunction with the December 31, 2003 auditedfinancial statements and the accompanying notes thereto.  While managementbelieves the procedures followed in preparing these condensed consolidatedfinancial statements are reasonable, the accuracy of the amounts are in somerespects dependent upon the facts that will exist, and procedures that will beaccomplished by the Company later in the year.

These condensed consolidated unaudited financialstatements reflect all adjustments, including normal recurring adjustmentswhich, in the opinion of management, are necessary to present fairly theconsolidated operations and cash flows for the periods presented.

Site Works, Inc. (the “Company”), wasincorporated in the State of Florida on August 8, 2001. 

8****   

**SITEWORKS, INC. AND SUBSIDIARY****(A DEVELOPMENT STAGECOMPANY)****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JUNE 30, 2004 AND 2003**
**NOTE 1 -      ORGANIZATION AND BASIS OFPRESENTATION (CONTINUED)**

On March 13, 2002, the Company merged with Real TimeCars, Inc., a Nevada corporation (“RTCI”) resulting in the Companyexisting as the surviving company. The shareholders of RTCI received one shareof the Company’s common stock in exchange for each share of common stockowned in RTCI. The merger with RTCI occurred as a result of the termination ofan acquisition agreement between RTCI and Automated Management Resources, Ltd.(“AMR”), a Nevada corporation that was controlled by theCompany’s management and founding stockholders. AMR was incorporated onApril 6, 1999 and was engaged in a similar business as the Company through itswholly-owned subsidiary, Automated Management resources, Ltd., a Barbadoscompany (“AMR Barbados”). On November 21, 2000, AMR entered into astock exchange transaction with RTCI, whereby RTCI acquired all of the commonstock of AMR and agreed to pay a finders’ fee of $200,000 to the Presidentof AMR, and subsequently continued as the surviving corporation changing itsname to Real Time Cars, Inc. RTCI defaulted on the finders’ fee paymentresulting in termination of the stock exchange agreement and merger with theCompany on March 13, 2002.   

The Company was incorporated to act as a constructionand real estate development company, to acquire operating constructioncompanies, and income producing real estate. The Company’s focus is onacquiring construction projects which have already been designed and for whichpermits have been issued. 

On September 29, 2003, the Company acquired CorkAcquisition Corp., a Delaware corporation (“Cork”) for 2,000,000shares of its common stock for all of the common stock of Cork. Prior to themerger, Cork was an inactive company that had no assets or liabilities. Anadditional 8,000,000 shares were issued in 2004.

For accounting purposes, the transaction was beenaccounted for as a purchase. Accordingly, the Company will be treated as thecontinuing entity for accounting purposes.  The $60,000 recognized as goodwillin the Cork transaction has been impaired by Management in 2003, and $240,000was recognized as impairment of goodwill in 2004.

9****   

**SITEWORKS, INC. AND SUBSIDIARY****(A DEVELOPMENT STAGECOMPANY)****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JUNE 30, 2004 AND 2003**
**NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES**
**       Development StageCompany**

The Company has devoted substantially all of its timeto searching for construction and real estate projects to acquire and develop.The Company has no revenues and very limited operations. In accordance withFinancial Accounting Standards (SFAS) No. 7, “Accounting and Reporting byDevelopment Stage Enterprises”, the Company has presented their financialstatements as a development stage company, reflecting the cumulative totalssince their inception.

**       Principles ofConsolidation**

The condensed consolidated financial statementsinclude the accounts of the Company and its wholly-owned subsidiary. Allsignificant intercompany accounts and transactions have been eliminated inconsolidation.

       **Use of Estimates**

The preparation of financial statements in conformitywith accounting principles generally accepted in the United States of Americarequires management to make estimates and assumptions that affect the reportedamounts of assets and liabilities and disclosures of contingent assets andliabilities at the date of the financial statements and the reported amounts ofrevenues and expenses during the reporting period. Actual results could differfrom those estimates. 

       **Revenue and CostRecognition**

The Company has marginal revenue and is in thedevelopment stage.

The Company’s policy is to recognize revenueunder the accrual method of accounting when the services are rendered ratherthan when cash is collected for the services provided. Revenue earned in 2003related to consulting on general contractor services. 

Cost is recorded on the accrual basis as well, whenthe services are incurred rather than paid for. 

10****   

**SITEWORKS, INC. AND SUBSIDIARY****(A DEVELOPMENT STAGECOMPANY)****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JUNE 30, 2004 AND 2003**
**NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**
       **Cash and CashEquivalents**

The Company considers all highly liquid debtinstruments and other short-term investments with an initial maturity of threemonths or less to be cash equivalents. 

The Company maintains cash and cash equivalentbalances at several financial institutions that are insured by the FederalDeposit Insurance Corporation up to $100,000. 

       **Fixed Assets**

Fixed assets are stated at cost. Depreciation iscomputed primarily using the straight-line method over the estimated useful lifeof the assets.

Furniture and fixtures 

7   Years

Office equipment and vehicles

5   Years

       **Income Taxes**

The income tax benefit is computed on the pretax lossbased on the current tax law. Deferred income taxes are recognized for the taxconsequences in future years of differences between the tax basis of assets andliabilities and their financial reporting amounts at each year-end based onenacted tax laws and statutory tax rates.

       **Advertising**

Costs of advertising and marketing are expensed asincurred. Advertising and marketing costs for the six months ended June 30, 2004and 2003, are included in the condensed consolidated statements ofoperations.

       **Fair Value of FinancialInstruments**

The carrying amount reported in the condensedconsolidated balance sheet for cash and cash equivalents, accounts payable andaccrued expenses approximate fair value because of the immediate or short-termmaturity of these financial instruments. The carrying amount reported for notespayable approximates fair value because, in general, the interest on theunderlying instruments fluctuates with market rates.

11****   

**SITEWORKS, INC. AND SUBSIDIARY****(A DEVELOPMENT STAGECOMPANY)****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JUNE 30, 2004 AND 2003**
**NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**
**       Start-up Costs**

In accordance with Statement of Position 98-5,“Accounting for Start-up Costs”, the Company has expensed all oftheir costs relating to the start-up  in the period in which those costs relatedto. 

**       (Loss) Per Share of CommonStock**

Historical net (loss) per common share is computedusing the weighted average number of common shares outstanding. Diluted earningsper share (EPS) includes additional dilution from common stock equivalents, suchas stock issuable pursuant to the exercise of stock options and warrants. Commonstock equivalents are not included in the computation of diluted earnings pershare when the Company reports a loss because to do so would be antidilutive forthe periods presented.

The following is a reconciliation of the computationfor basic and diluted EPS:
 
June 30,
June 30,  
2004

2003
  
Net Loss

 ($957,942)

 ($1,600,845)
  
Weighted-average common shares

  outstanding (Basic)

266,243,939
2,972,376  
Weighted-average common stock

  equivalents:

 Stock options and warrants

-

-
  
Weighted-average common shares

  outstanding (Diluted)

266,243,939

2,972,376
 
Options and warrants outstanding to purchase stockwere not included in the computation of diluted EPS because inclusion would havebeen antidilutive.

12****   

**SITEWORKS, INC. AND SUBSIDIARY****(A DEVELOPMENT STAGECOMPANY)****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JUNE 30, 2004 AND 2003**
**NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**
**       Reclassifications**

Certain amounts for the six months ended June 30, 2003have been reclassified to conform to the presentation of the June 30, 2004amounts.  The reclassifications have no effect on net loss for the six monthsended June 30, 2003.

**       Recent AccountingPronouncements**

In September 2001, the Financial Accounting StandardsBoard issued Statements of Financial Accounting Standards No. 141,“Business Combinations”, and No. 142, “Goodwill and OtherIntangible Assets”, effective for fiscal years beginning after December15, 2001.  Under the new rules, the pooling of interests method of accountingfor business combinations are no longer allowed, and goodwill and intangibleassets deemed to have indefinite lives will no longer be amortized but will besubject to annual impairment tests in accordance with the Statements.  Otherintangible assets will continue to be amortized over their useful lives.  TheCompany adopted these new standards effective 2002. The Company impaired the$300,000 in the Cork acquisition during 2003 and 2004.

On October 3, 2001, the FASB issued Statement ofFinancial Accounting Standards No. 144, “Accounting for the Impairment orDisposal of Long-Lived Assets”  (“SFAS 144”), that isapplicable to financial statements issued for fiscal years beginning afterDecember 15, 2001.  The FASB’s new rules on asset impairment supersedeSFAS 121, “Accounting for the Impairment of Long-Lived Assets and forLong-Lived Assets to Be Disposed Of,” and portions of AccountingPrinciples Board Opinion 30, “Reporting the Results of Operations.”This Standard provides a single accounting model for long-lived assets to bedisposed of and significantly changes the criteria that would have to be met toclassify an asset as held-for-sale.  Classification as held-for-sale is animportant distinction since such assets are not depreciated and are stated atthe lower of fair value and carrying amount.  This Standard also requiresexpected future operating losses from discontinued operations to be displayed inthe period (s) in which the losses are incurred, rather than as of themeasurement date as presently required. 

13****   

**SITEWORKS, INC. AND SUBSIDIARY****(A DEVELOPMENT STAGECOMPANY)****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JUNE 30, 2004 AND 2003**
**NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**
**       Recent AccountingPronouncements (Continued)**

In June 2003, the FASB issued SFAS No. 146,“Accounting for Costs Associated with Exit or Disposal Activities”.This statement covers restructuring type activities beginning with plansinitiated after December 31, 2002.  Activities covered by this standard that areentered into after that date will be recorded in accordance with provisions ofSFAS No. 146.  The adoption of SFAS No. 146 did not impact on theCompany’s results of operations or financial position.

In December 2002, the FASB issued Statement No. 148,“Accounting for Stock-Based Compensation-Transition and Disclosure, anamendment of FASB Statement No. 123” (“SFAS 148”). SFAS 148amends FASB Statement No. 123, “Accounting for Stock-BasedCompensation,” to provide alternative methods of transition for an entitythat voluntarily changes to the fair value based method of accounting forstock-based employee compensation.  It also amends the disclosure provisions ofthat Statement to require prominent disclosure about the effects on reported netincome of an entity’s accounting policy decisions with respect tostock-based employee compensation.  Finally, this Statement amends AccountingPrinciples Board (“APB”) Opinion No. 28, “Interim FinancialReporting”, to require disclosure about those effects in interim financialinformation. SFAS 148 is effective for financial statements for fiscal yearsending after December 15, 2002.  The Company will continue to account forstock-based employee compensation using the intrinsic value method of APBOpinion No. 25, “Accounting for Stock Issued to Employees,” but hasadopted the enhanced disclosure requirements of SFAS 148.

In April 2003, the FASB issued SFAS Statement No. 149,"Amendment of Statement 133 on Derivative Instruments and Hedging Activities",which amends and clarifies financial accounting and reporting for derivativeinstruments, including certain derivative instruments embedded in othercontracts (collectively referred to as derivatives) and for hedging activitiesunder FASB Statement No. 133, “Accounting for Derivative Instruments andHedging Activities”.  This Statement is effective for contracts enteredinto or modified after June 30, 2003, except for certain hedging relationshipsdesignated after June 30, 2003.  Most provisions of this Statement should beapplied prospectively.  The adoption of this statement did not have asignificant impact on the Company’s results of operations or financialposition.

14****   

**SITEWORKS, INC. AND SUBSIDIARY****(A DEVELOPMENT STAGECOMPANY)****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JUNE 30, 2004 AND 2003**
**NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**
**       Recent AccountingPronouncements (Continued)**

In May 2003, the FASB issued SFAS Statement No. 150,"Accounting for Certain Financial Instruments with Characteristics of bothLiabilities and Equity". This Statement establishes standards for how an issuerclassifies and measures certain financial instruments with characteristics ofboth liabilities and equity.  It requires that an issuer classify a financialinstrument that is within its scope as a liability (or an asset in somecircumstances).  This statement is effective for financial instruments enteredinto or modified after May 31, 2003, and otherwise is effective at the beginningof the first interim period beginning after June 15, 2003, except formandatorily redeemable financial instruments of nonpublic entities, ifapplicable.  It is to be implemented by reporting the cumulative effect of achange in an accounting principle for financial instruments created before theissuance date of the Statement and still existing at the beginning of theinterim period of adoption.  The adoption of this statement did not have asignificant impact on the Company’s results of operations or financialposition.

In November 2002, the FASB issued Interpretation No.45 ("FIN 45"), “Guarantor’s Accounting and Disclosure Requirementsfor Guarantees, Including Indirect Guarantees of Indebtedness of Others”.FIN 45 requires a company, at the time it issues a guarantee, to recognize aninitial liability for the fair value of obligations assumed under the guaranteesand elaborates on existing disclosure requirements related to guarantees andwarranties.  The recognition requirements are effective for guarantees issued ormodified after December 31, 2002 for initial recognition and initial measurementprovisions.  The adoption of FIN 45 did not have a significant impact on theCompany’s results of operations or financial position.

In January 2003, the FASB issued FASB InterpretationNo. 46 ("FIN 46"), “Consolidation of Variable Interest Entities, anInterpretation of ARB No. 51”.  FIN 46 requires certain variable interestentities to be consolidated by the primary beneficiary of the entity if theequity investors in the entity do not have the characteristics of a controllingfinancial interest or do not have sufficient equity at risk for the entity tofinance its activities without additional subordinated financial support fromother parties.  FIN 46 is effective for all new variable interest entitiescreated or acquired after January 31, 2003.  For variable interest entitiescreated or acquired prior to February 1, 2003, the provisions of FIN 46 must beapplied for the first interim or annual period beginning after June 15, 2003.The adoption of FIN 46 did not impact on the Company’ results ofoperations or financial position.

15****   

**SITEWORKS, INC. AND SUBSIDIARY****(A DEVELOPMENT STAGECOMPANY)****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JUNE 30, 2004 AND 2003**
**NOTE 3-     INVENTORY**

The Company on July 31, 2003, purchased an undevelopedparcel of land in Jupiter, Florida in the amount of $105,000. The Company hasrecorded this asset as inventory and this amount is stated at cost whichincludes specifically identifiable costs. The Company held this property untilSeptember 28, 2004, which at that time was sold. There were no additional costscapitalized with respect to this undeveloped parcel of land.

**NOTE 4-     PROPERTY AND EQUIPMENT**

Property and equipment consist of the following atJune 30, 2004: 

Furniture, fixtures and equipment

$
14,800
Vehicle
 
20,794
  
35,594
Less:  accumulated depreciation
 
( 8,606)
 
Net book value

$
26,988

Depreciation expense for the six months ended June 30,2004 and 2003 was $2,801 and $2,118, respectively.  

**NOTE 5-     NOTES PAYABLE- RELATED PARTY**

The Company has a construction bridge loan and notepayable in the amount of $150,000 due to a related party. The note requires aballoon payment of principal and interest at a rate of 12% due on July 23, 2004.The note is collateralized by land and 150,000 shares of the Company’scommon stock. Interest expense for the six months ended June 30, 2004 was$7,940. The Company paid back $123,000 in February and March 2004, andreclassified the remaining $27,000 to another individual who assumed the notepayable. The balance outstanding under the note at June 30, 2004 was$27,000.

**NOTE 6-     NOTES PAYABLE- VEHICLE**

The Company has an automobile note payable which issecured by the vehicle, and guaranteed by the President of the Company. The loanis payable at $397 per month inclusive of interest at 14.65%, and is due June2007. 

16****   

**SITEWORKS, INC. AND SUBSIDIARY****(A DEVELOPMENT STAGECOMPANY)****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JUNE 30, 2004 AND 2003**
**NOTE 6-     NOTES PAYABLE- VEHICLE(CONTINUED)**

The balance due at June 30, 2004 is $11,058.

Maturities of this note are as follows:

June 30, 2005

$
3,573 
June 30, 2006
 
3,573 
June 30, 2007
 
3,912
   
$
11,058
 

**NOTE 7-     DUE TO OFFICER**

The Company has outstanding at June 30, 2004 noamounts to an officer/stockholder for expenses advanced on behalf of theCompany. All amounts were paid back during the six months ended June 30,2004.

**NOTE 8-     PROVISION FOR INCOME TAXES**

Deferred income taxes will be determined using theliability method for the temporary differences between the financial reportingbasis and income tax basis of the Company’s assets and liabilities.Deferred income taxes will be measured based on the tax rates expected to be ineffect when the temporary differences are included in the Company’sconsolidated tax return.  Deferred tax assets and liabilities are recognizedbased on anticipated future tax consequences attributable to differences betweenfinancial statement carrying amounts of assets and liabilities and theirrespective tax bases.

At June 30, 2004, deferred tax assets approximated thefollowing:

Net operating loss carryforwards

$
1,087,995 
Less:  valuation allowance
 
(1,087,995)
 
$
-0- 

At June 30, 2004, the Company had deficits accumulatedduring the development stage approximating $3,626,650 available to offset futuretaxable income through 2023.  The Company established valuation allowances equalto the full amount of the deferred tax assets due to the uncertainty of theutilization of the operating losses in future periods.

17****   

**SITEWORKS, INC. AND SUBSIDIARY****(A DEVELOPMENT STAGECOMPANY)****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JUNE 30, 2004 AND 2003**
**NOTE 9-     STOCKHOLDERS’ (DEFICIT)**

The Company has two classes of stock; a preferredclass with a par value of $.01 and 1,000,000 shares authorized, and a commonclass with a par value of $.001 and 100,000,000 shares authorized. 

The Company has not issued any shares of preferredstock. 

The Company pursuant to approved board resolutionsincreased the authorized shares on March 22, 2004 to 200,000,000 common sharesand 20,000,000 preferred shares, then again on April 4, 2004 increased thecommon shares authorized to 10,000,000,000 and the preferred shares to50,000,000.

On April 9, 2004, the Company authorized the issuanceof a new Series A Preferred Stock. They have authorized the issuance of20,000,000 shares, and issued 400,000 of these shares to the Company’spresident. These shares convert into common shares at a 300 to 1 ratio, and wereconverted in 2004.

On March 13, 2002, the Company issued 5,250,375 sharesof common stock as a result of the merger with RTCI. Subsequent thereto, theCompany issued 177,337 shares of common stock for services rendered, valued at$.03 per share as of December 31, 2002. 

During the year ended December 31, 2003, the Companysold 1,339,686 shares of common stock valued at $.10 per share, issued47,918,288 and 32,474,523 shares of common stock for services rendered at $.03per share, and issued subscriptions for 5,750,000 shares of common stock valuedat $.03 per share. In addition, the Company canceled and retired 5,732,000shares of common stock. On April 17, 2003, the Company reverse stock split itscommon shares outstanding on a 1 for 200 basis. On September 29, 2003, theCompany issued 2,000,000 shares of common stock as a result of the acquisitionof Cork.

During the six months ended June 30, 2004 the Companyissued 8,000,000 shares as part of the Cork Acquisition; 18,380,000 shares forcash; 314,500,000 shares for subscriptions of stock; 75,000,000 shares forcompensation to the officer; and 42,420,000 shares for services rendered.

18****   

**SITEWORKS, INC. AND SUBSIDIARY****(A DEVELOPMENT STAGECOMPANY)****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JUNE 30, 2004 AND 2003**
**NOTE 10-     GOING CONCERN**

As shown in the accompanying condensed consolidatedfinancial statements, the Company incurred substantial net losses sinceinception, and is currently in the development stage. There is no guaranteewhether the Company will be able to generate enough revenue and/or raise capitalto support those operations.  This raises doubt about the Company’sability to continue as a going concern.

Management also states that they are confident thatthey can acquire projects and raise the appropriate funds needed either througha debt or equity offering to operate. 

The condensed consolidated financial statements do notinclude any adjustments that might result from the outcome of theseuncertainties.

**NOTE 11-     SUBSEQUENT EVENTS**

On August 12, 2004, the Company approved a reverse 1for 2,000 stock split.

On September 28, 2004, the Company sold theirundeveloped parcel of land.

19****   

**ITEM 2  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OFOPERATION**
The Company is classified as a development stage company because its principalactivities involve seeking to acquire business activities.
**ITEM 3  CONTROLS AND PROCEDURES**
Within the 90 days prior to the date of this report, the sole officer anddirector of the Company carried out an evaluation of the effectiveness of thedesign and operations of our disclosure controls and procedures, as defined inExchange Act Rule 13a-14. Based upon that evaluation, the sole officer concludedthat our disclosure controls and procedures are effective in timely alertingmanagement to material information relating to the Company required to beincluded in our periodic SEC filings.
**PART II****OTHER INFORMATION**
**ITEM 1 - LEGAL PROCEEDINGS**
       None
**ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS**
       None
**ITEM 3 - DEFAULTS UPON SENIOR SECURITIES**
       None
**ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
       None
**ITEM 5 - OTHER INFORMATION**
       None
**ITEM 6 - EXHIBITS AND REPORTS ON FORM8-K**     Exhibit31.1   Certification of Principal ExecutiveOfficer     Exhibit32.1   Certification Pursuant to Section 906 of theSarbanes-oxley Act of 2002
20****   
 SIGNATURES	

In accordance with the requirements of the Exchange Act, the registrant causedthis report to be signed on its behalf by the undersigned, thereunto dulyauthorized.
 
SITEWORKS, INC.
   
By:
/s/ Carl Nurse
  
Carl Nurse
  
Chief Executive Officer
 

Dated: January 13, 2005
21