UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

                     Annual report pursuant to section 13 or
                  15(d) of the Securities Exchange Act of 1934.

                  For the fiscal year ended December 31, 2003.


                         Commission file number: 0-33437


                           ASHCROFT HOMES CORPORATION
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


        Colorado                                            31-1664473
 -------------------------------                      -------------------------
  (State or other jurisdiction                       (I.R.S. Identification No.)
of incorporation or organization)


6312 South Fiddlers Green Circle, Suite 500-N, Englewood, CO          80111
------------------------------------------------------------          -----
(Address of principal executive offices)                            (Zip Code)


                                 (303) 799-6194
                 ----------------------------------------------
                (Issuer's telephone number, including area code)


         Securities registered under Section 12 (b) of the Exchange Act:
                                      None


         Securities registered under Section 12 (g) of the Exchange Act:
                           Common Stock, no par value


Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter 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 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 the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB [ X ].

State issuer's revenues for its most recent fiscal year:  $19,725,393

     The aggregate market value of the 8,641,464 shares of common stock of the
Company held by non-affiliates was approximately $8,641,464 on May 12, 2004,
calculated using the last sales price of the common stock of $1.00 on May 12,
2004 as reported on the OTC Bulletin Board. On May 10, 2004, there were
17,525,481 shares of common stock of the Company issued and outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None.

Transitional Small Business Disclosure Format:       [  ] Yes  [ X ] No


<PAGE>




                                TABLE OF CONTENTS



PART I.......................................................................1

   ITEM 1.   DESCRIPTION OF BUSINESS.........................................1
   ITEM 2.   DESCRIPTION OF PROPERTY.........................................5
   ITEM 3.   LEGAL PROCEEDINGS...............................................5
   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............5

PART II......................................................................5

   ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........5
   ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.......6
   ITEM 7.   FINANCIAL STATEMENTS...........................................15
   ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
             AND FINANCIAL DISCLOSURE.......................................15
   ITEM 8A.  CONTROLS AND PROCEDURES........................................15

PART III....................................................................16

   ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
             COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT..............16
   ITEM 10.  EXECUTIVE COMPENSATION.........................................18
   ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
             AND RELATED STOCKHOLDER MATTERS................................19
   ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................20
   ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K...............................22
   ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.........................22

SIGNATURES..................................................................23


PART F/S....................................................................F-1






                                       ii
<PAGE>



                             Additional Information

     Descriptions in this report are qualified by reference to the contents of
any contract, agreement or other document described herein and are not
necessarily complete. Reference is made to each such contract, agreement or
document filed as an exhibit to this report, or incorporated herein by reference
as permitted by regulations of the Securities and Exchange Commission. (See
"Item 13. Exhibits and Reports on Form 8-K.")

                Special Note Regarding Forward-Looking Statements

     Please see the note under "Item 6. Managements Discussion and Analysis or
Plan of Operation," for a description of special factors potentially affecting
forward-looking statements included in this report.







                                      iii
<PAGE>


                                     PART I

Item 1.   Description of Business

History and Organization

     Ashcroft Homes Corporation ("we" or "the Company") was incorporated under
the laws of the State of Colorado on November 27, 1996. On June 30, 2000, we
executed a share exchange agreement with OneDentist.com, Inc. and acquired all
of the outstanding shares of that entity. On October 17, 2000, our name was
changed to OneDentist Resources, Inc. to reflect our new business. We remained
in the development stage until we acquired Ashcroft Homes of Colorado, Inc. and
its affiliated entities in 2003.

     Effective April 3, 2003, we acquired all of the outstanding stock and
membership interests of several privately held companies engaged in the
residential real estate and construction industries and simultaneously changed
our name to Ashcroft Homes Corporation. Since that date, we have developed
residential real estate and built single-family and low-density multifamily
residences. See Item 6. "Management's Discussion and Analysis or Plan of
Operation" for further information about this acquisition. Our stock currently
trades in the over-the-counter market and is quoted in the OTC Bulletin Board
under the symbol "ASHC."

Narrative Description of Business

     Our business consists exclusively of one segment, homebuilding services.
Although we also develop real property for home construction, we consider that
part of our homebuilding service. We construct primarily single-family detached
homes, although we build some higher-density developments for the "empty-nester"
market.

     The base prices for our homes generally range from $385,000 to $700,000.
The average sales prices of our homes closed in 2003 and 2002 was $455,000 and
$415,000, respectively. Our homes generally range in size from 2,600 to 3,750
square feet. We appeal primarily to the relocation, move-up and empty-nester
consumer, focusing on high-quality design and construction of homes in that
market. Approximately 70% of our homebuyers fall into theses three categories.

     All of our operations are located along the front range of Colorado, in the
metropolitan areas of Denver, Colorado Springs and Fort Collins. We acquire both
developed and undeveloped land in different subdivisions, depending on
availability, price and market conditions, among other factors. We generally
acquire no more than a two-year supply of lots to avoid overexposure to any
single sub-market. When acquiring finished lots, we prefer using option
contracts or in phases for cash. Additional information about our land
acquisition practices and holdings may be found under - Land Acquisition and
Development.

     Our homes are designed and built to meet local customer preference. The
Company is the general contractor for all of its projects and retains
subcontractors for site development and home construction. The Company builds
single-family detached homes and, in limited circumstances, duplexes and other
low density, attached housing.

     The Company builds under the "Ashcroft Homes" and "Tesoro Homes" brands.
The Company or its predecessors has used the Ashcroft brand for over 20 years,
and accordingly, believes it enjoys brand recognition. We acquired the Tesoro
brand pursuant to an acquisition completed approximately five years ago.


                                       1
<PAGE>

     During the years ended December 31, 2003 and 2002, we completed and sold 35
homes and 55 homes, respectively. As of the date of filing this report, we have
a backlog of 13 pre-sold homes, representing approximately $6,175,000 of
anticipated revenue. Despite this backlog, there is no assurance that we will
actually realize this revenue, as certain buyers may terminate their contracts
with us. See Item 6, "Management's Discussion and Analysis or Plan of Operation
- Forward-Looking Statements" below.

     The following table illustrates the subdivisions or developments in which
we had an interest as of December 31, 2003:

                                             Lots        Lots
                   (Pre-Sales)  (Specs)    Available   Optioned     Total
------------------ ----------- ----------- ---------- ----------- -----------
Antler's at Sage
Port               2           2           8          -           12
------------------ ----------- ----------- ---------- ----------- -----------
Arapahoe Farms
                   -           1           2          -           3
------------------ ----------- ----------- ---------- ----------- -----------
Bell Mountain
Ranch              -           1           1          -           2
------------------ ----------- ----------- ---------- ----------- -----------
Canterberry
Estates            -           -           -          30          30
------------------ ----------- ----------- ---------- ----------- -----------
Castle Pines
North              1           2           6          -           9
------------------ ----------- ----------- ---------- ----------- -----------

Fairways at PC     -           -           -          24          24
------------------ ----------- ----------- ---------- ----------- -----------

North Gate         3           5           17         -           25
------------------ ----------- ----------- ---------- ----------- -----------

Sanctuary          2           3           29         -           34
------------------ ----------- ----------- ---------- ----------- -----------

Spires             1           -           1          -           2
------------------ ----------- ----------- ---------- ----------- -----------

Tallyn's Reach     -           4           26         -           30
------------------ ----------- ----------- ---------- ----------- -----------

Timber Canyon      2           -           32         -           34
------------------ ----------- ----------- ---------- ----------- -----------

Water Valley       2           2           28         -           32
------------------ ----------- ----------- ---------- ----------- -----------

TOTAL              13          20          152        54          237
------------------ ----------- ----------- ---------- ----------- -----------

     We maintain an inventory of design and floor plans designed to appeal to
current customer tastes. Within certain limits, these designs and plans can be
customized to individual customer preference to enhance the quality of our
product offering. The plans and designs offered at a particular location are
based on numerous factors, including customer preference, lot size, area
demographics and in some cases, the requirements of local municipalities.

     Sales centers within model homes are often located within subdivisions or
developments where we have a significant presence. Within these sales centers,
we exhibit custom features available to buyers, including options and material
upgrades within each plan. These sales centers not only provide our potential
customers with a convenient ways to select upgrades and options for their homes,
but also provide us with the opportunity for an additional source of revenue and
profit.


                                       2
<PAGE>
     We maintain limited levels of speculative homes or inventories of unsold
homes in our developments. Unsold homes in various stages of completion allow us
to meet the immediate and near term demands of prospective homebuyers. In order
to mitigate the risks of carrying excess inventory, the Company has strict
controls and limits on the number of its unsold homes under construction. As of
the date of filing this report, we had 20 speculative homes under construction.

     Land Acquisition and Development. We purchase finished lots using option
contracts, in phases or in bulk for cash. We also acquire entitled land for
development into finished lots when the risk is justified. In making land
acquisitions, we consider a number of factors, including the projected rates of
return, sales prices of the homes to be built, population and employment growth
patterns, proximity to developed areas, estimated costs of development and
demographic trends. Generally, we acquire finished lots and land for development
only in areas that have, among other things, available building permits,
utilities and suitable zoning.

     We attempt to maintain a supply of finished lots sufficient to enable us to
start homes promptly after a contract for a home sale is executed. This approach
is intended to minimize our investment in inventory and reduce the risks of
shortages of labor and building materials. Increases in the costs of finished
lots may reduce our "gross margins" (defined below) to the extent that market
conditions would not allow us to recover the higher costs of land through higher
sales prices. Gross margins means home sales revenue less costs of goods sold
(which primarily includes land and construction costs, capitalized interest, a
reserve for warranty expense and financing and closing costs). We do not
anticipate that the issuance of building permits or zoning limitations will
affect our ability to construct homes in the foreseeable future.

     The Company has the right to acquire a portion of the land that it will
require in the future utilizing option contracts, in some cases on a "rolling"
basis. Generally, in an option contract, the Company obtains the right to
purchase lots in exchange for an option deposit. In the event the Company elects
not to purchase the lot within a specified period of time, the Company forfeits
the deposit. This practice limits our risk and avoids a greater demand on our
liquidity. As of December 31, 2003, we had the right to acquire 54 lots under
option agreements with approximately $30,000 in nonrefundable cash option
deposits. Due to our reduced liquidity during 2003, our ability to acquire lots
using rolling options has been reduced.

     As of December 31, 2003, our inventory of land totaled $10,897,964. The
Company has in the past sold developed lots to other builders to increase
inventory turnover, but it is not anticipated that it will do so in the future.

     Marketing and Sales. Our homes are sold under various commission
arrangements by our own sales personnel and by cooperating brokers and referrals
in the realtor community. In marketing our homes, we primarily use on-site
models, magazine and local newspaper advertisements, realtor promotions,
newsletters, and bulletins. We also market our homes on our internet websites,
www.ashcrofthomes.com and www.tesorohomes.com.


                                       3
<PAGE>
     Labor and Raw Materials. Generally, the materials used in our homebuilding
operations are standard items carried by major suppliers. We generally contract
for most of our materials and labor at a fixed price during the anticipated
construction period of our homes. This allows us to mitigate the risks
associated with an increase in cost of building materials and labor between the
time construction begins and the time the home is sold. Increases in the cost of
building materials, particularly lumber, and subcontracted labor may reduce our
gross margin to the extent that market conditions prevent the recovery of
increased costs through higher sale prices. We have not experienced shortages of
either materials or labor during the last two fiscal years, and do not expect to
experience such shortages in the future. However, our shortages of working
capital and liquidity in the last year may affect our ability to obtain
favorable prices from vendors and subcontractors. See "Management's Discussion
and Analysis or Plan of Operation - Forward-Looking Statements" below.

     Warranty. All of our homes are sold with a ten-year limited warranty, in
part assumed by an independent third party. The Company provides a limited
two-year warranty of workmanship and material with each of its homes. During the
first year, we warrant substantially all materials and workmanship. During the
second year, our responsibility is limited to major structural defects and
specific defects in plumbing, electrical, heating, cooling and ventilating
systems. During the next eight years, the homeowner receives a limited
homeowner's warranty covering major structural defect through an arrangement
with an independent third party.

     In order to manage its warranty obligations, the Company obtains
indemnities from subcontractors who supply labor or materials in constructing
its homes. Accordingly, most warranty work is referred to responsible
subcontractors or suppliers for repair. Our warranty obligations have not
required a material expense in the past, and it is not anticipated that such
obligations will require material commitments in the future. See Item 6,
"Management's Discussion and Analysis or Plan of Operation - Forward-Looking
Statements" below.

     Competition. The homebuilding industry is fragmented and highly
competitive. Ashcroft competes with numerous homebuilders, including a number
that are larger and have greater financial resources. Homebuilders compete for
customers, desirable financing, land, building materials and subcontractor
labor. Competition for home orders primarily is based upon price, style,
financing provided to prospective purchasers, location of property, quality of
homes built, customer service and general reputation in the community. The
Company also competes with subdivision developers and land development companies
when acquiring land.

     Regulation. The Company's homebuilding operations are subject to continuing
compliance requirements mandated by applicable federal, state and local
statutes, ordinances, rules and regulations, including zoning and land use
ordinances, building codes, contractors' licensing laws, state insurance laws,
federal and state human resources laws and regulations and health and safety
regulations and laws (including, but not limited to, those of the Occupational
Safety and Health Administration). Various localities in which the Company
operates have imposed (or may impose in the future) fees on developers to fund
schools, road improvements and low and moderate-income housing. See Item 6,
"Management's Discussion and Analysis or Plan of Operation - Forward-Looking
Statements" below.

     From time to time, various municipalities in which the Company operates
restrict or place moratoriums on the availability of utilities, including water
and sewer taps. Additionally, certain jurisdictions in which the Company
operates have proposed or enacted growth initiatives that may restrict the
number of building permits available in any given year. Although no assurances
can be given as to future conditions or governmental actions, Ashcroft believes
that it has, or can obtain, water and sewer taps and building permits for its
land inventory and land held for development. See Item 6, "Management's
Discussion and Analysis or Plan of Operation - Forward-Looking Statements"
below.


                                       4
<PAGE>

     The Company's homebuilding operations also are affected by environmental
laws and regulations pertaining to availability of water, municipal sewage
treatment capacity, land use, hazardous waste disposal, naturally occurring
radioactive materials, building materials, population density and preservation
of endangered species, natural terrain and vegetation. Due to these
considerations, the Company generally obtains an environmental site assessment
for parcels of land that it acquires. The particular environmental laws and
regulations that apply to any given homebuilding project vary greatly according
to the site's location, the site's environmental conditions and the present and
former uses of the site. These environmental laws and regulations may result in
project delays, cause the Company to incur substantial compliance and other
costs, and/or prohibit or severely restrict homebuilding activity in certain
environmentally sensitive regions or areas. See Item 6, "Management's Discussion
and Analysis or Plan of Operation - Forward-Looking Statements" below.

Employees

     As of the date of filing this report, we employed 28 individuals in a full
or full-time equivalent basis, including 3 in management, 6 in finance and
accounting, 9 in sales and 10 in construction management. None of our employees
are covered by a collective bargaining agreement, and we believe we enjoy
excellent relations with our employees.

Item 2.  Properties

     Our corporate headquarters are located at 6312 So. Fiddlers Green Circle,
Suite 500-N, Englewood, Colorado 80111, where we lease approximately 14,000
square feet of office space for a 5-year term. See our consolidated financial
statements at the end of this report for further information regarding
commitments under this lease. We believe our facilities are suitable for our
needs for the foreseeable future.

Item 3.  Legal Proceedings

     The Company and its subsidiaries are subject to certain lawsuits and claims
for failing to pay loans as they mature, defaults under existing loans and other
obligations See "Management's Discussion and Analysis or Plan of Operation"
below.

     The Company is subject to a lender lawsuit for default under the terms of
the promissory note for a material lender in Douglas County. The Company is
currently in negotiations with the lender and the Company hopes to come to a
resolution within the near future.


Item 4.  Submission of Matters to a Vote of Security Holders

     We did not submit any matter to a vote of our security holders through the
solicitation of proxies or otherwise during the fourth quarter of the 2003 year.


                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

    Our common stock currently trades over the counter and quotations are
currently published in the "pink sheets" maintained by members of the NASD.
Quotes for our common stock were removed from the OTC Bulletin Board on May 27,
2004 after we failed to file our annual report in a timely manner. The following
table shows the range of high and low bids for our common stock for the last two
fiscal years or portions thereof as reported by the NASD. Prices represent
quotations between dealers, do not include retail mark-ups, mark-downs or
commissions and do not necessarily represent prices at which actual transactions
occurred. All prices have been adjusted to reflect a one for ten stock split
effective November 2002 and a one for three and one half split effective January
2003.


                                       5
<PAGE>




         Fiscal Quarter Ended               High              Low
         --------------------               ----              ---

         March 31, 2002                     $.01              $.01
         June 30, 2002                       .01               .01
         September 30, 2002                  .35               .01
         December 31, 2002                   .70               .01

         March 31, 2003                      .25               .10
         June 30, 2003                      2.10               .10
         September 30, 2003                 1.85              1.32
         December 31, 2003                  1.90              1.05

     As of December 31, 2003, there were 283 record holders of our common stock.

     No dividends have been paid with respect to our common stock and we have no
plans to pay dividends in the foreseeable future. Payment of future dividends,
if any, will be at the discretion of our Board of Directors after taking into
account various factors, including our financial condition, results of
operations, current and anticipated cash needs and plans for expansion. Certain
of our loan agreements limit our ability to pay dividends.


Item 6.  Management's Discussion and Analysis or Plan of Operation

Introduction

     The following discussion and analysis covers our financial condition at
December 31, 2003 and changes in our financial condition since December 31,
2002, the end of our prior fiscal year. It also covers our results of operations
for the two fiscal years ended December 31, 2003 and a comparison of the results
of operations in 2003 to those in 2002.

     Our operations are conducted exclusively along the front range of the State
of Colorado, from Fort Collins on the north to Colorado Springs on the south.
While our operations are conducted across several metropolitan areas, we believe
that they have similar characteristics. Therefore, all of our operations have
been included in one reportable segment, the homebuilding industry.

     Effective April 3, 2003, we acquired all of the outstanding stock and
membership interests of several related entities engaged in the homebuilding
industry ("Ashcroft Entities"). Since the number of shares of stock issued to
the former owners of those entities exceeded the stock outstanding prior to the
transaction, the acquisition was treated as a reverse acquisition and a
recapitalization for accounting and financial statement reporting purposes. This
means that the financial statements of the acquired entities survive as the
basis for our financial statements. See Note 15 to the Consolidated Financial
Statements included in this report for further information about the Ashcroft
Entities and the acquisition.


                                       6
<PAGE>
Results of Operations

     Year ended December 31, 2003.
     -----------------------------

     Overview. The year 2003 provided some set-backs and fell below the
Company's expectations. Sales revenue decreased by almost 50%, while our cost of
sales exceeded our revenue, resulting in a negative gross margin. As a result,
and taking into account general, administrative and other expenses, we reported
a net loss of $8,133,837, or $.55 per share for 2003. We sold fewer homes in
2003 than in 2002 and were unable to increase the price of the homes we sold
enough to cover our costs. We also sold less entitled real estate in 2003 than
in 2002, further reducing our revenue during the last year. Finally, our
interest and other holding costs for land increased significantly, reducing our
gross margin. We attribute our results to several factors, including the
following:

     o    Costs of construction materials and labor increased significantly;

     o    Sales of speculative homes declined significantly due to concerns
          about the economy, the war with Iraq and the general threat of
          terrorism;

     o    Presales declined due to a slow-down in the national and local
          economy, as well as significant lay offs in Colorado;

     o    Our lack of liquidity and working capital prevented us from entering
          new markets to take advantage of perceived demand; and

     o    Our lack of geographic diversity.

     o    Lack of sufficient personnel to manage and oversee our operations


     We believe the state of the economy, both nationally and in Colorado where
our operations are located, significantly affected our sales revenue during
2003. While interest rates were at a historic low during most of that time, many
homebuyers were affected by layoffs or otherwise concerned with their future
economic position. Since we appeal primarily to move-up and relocation buyers,
we did not fare as well as other homebuilders appealing to first-time homebuyers
or with operations in markets that were more geographically diversified. As a
result, sales of both pre-sold and speculative homes declined during the year.

     We also believe that the economic recovery is proceeding slower in Denver
than certain other parts of the country, due to the concentration of high
technology and telecom jobs in this region. While Colorado was slower to enter
the downturn in the economy, it appears to be slower in recovering. For this
reason, we believe our operations were affected disproportionately compared to
other publicly traded homebuilders during 2003.

     Our lack of liquidity affected our marketing budget for 2003 as well. As a
result, we were not able to advertise as we had in the past and this contributed
to our decline in revenue. However, we believe we continue to build attractive,
quality homes in desirable subdivisions and that our purchasers are happy with
their home buying decision.

     As a result of these and other factors, we have determined to discontinue
our Fort Collins operation. Since this portion of our operation did not
contribute significantly to revenue during 2003, we expect this decision to have
little impact on our revenue for 2004. However, it does demonstrate the problems
we encountered during 2002 and 2003. We have also temporarily curtailed efforts
to expand our operations. We believe that we need to diversify our geographic
concentration to avoid overexposure to any market and the accompanying
vagrancies of the economy in any one market. However, our lack of working
capital has prevented us, and continues to prevent us, from seriously
considering any meaningful acquisitions. Contracts to acquire building lots
south of Colorado Springs and south of the Denver metropolitan area were allowed
to expire due to our inability to finance the acquisitions. We expect this
situation to continue until such time, if ever, we discover means to address
those problems.


                                       7
<PAGE>

     2003 Compared to 2002. Our revenue for 2003 was $19,725,393, representing a
decrease of 45% from 2002. Revenue for 2002, in turn, decreased 23% from 2001.
The downward trend results from the sale of fewer homes and less developed real
estate in each year. The results of this trend reveal the adverse effects of the
economic downturn, especially in Colorado where we operate.

     The average selling price per home closed during 2003 increased slightly
from 2002, from $415,000 in 2002 to $455,000 in 2003. However, we sold
significantly fewer homes in 2003 than 2002.

     Gross Margin. Our gross margin decreased commensurate with the decline in
revenue. We define gross margin to mean home and land sales revenue less cost of
goods sold (which primarily includes land development and construction costs,
capitalized interest, financing costs and a reserve for warranty expense). We
reported a negative gross margin of $1,199,826 for the year ended December 31,
2003, which means that it cost more to build the houses we sold than we
recovered in sales price from the buyers. Our gross margin for 2003 decreased
$1,297,251 from 2002, which in turn, decreased $3,435,658 from 2001. We
attribute part of the decrease to increasing costs of materials and labor, as
well as interest and other holding costs associated with homes that we completed
but did not sell on a timely basis. While we have little or no control over
costs of construction, we took steps to decrease holding costs by significantly
reducing speculative starts during 2003. However, substantially all of our
operations are currently funded with debt, much with high interest rates, so we
expect costs to continue to be high. We also experienced significant price
pressure on speculative homes as a result of high carrying costs and the
concurrent demand on our liquidity.

     Future gross margin may be impacted adversely by (i) increased competition,
thereby decreasing our ability to increase prices; (ii) increases in the costs
of subcontracted labor, finished lot, building materials and other resources, to
the extent that market conditions prevent the recovery of increased costs
through higher selling prices; (iii) adverse weather; (iv) shortages of labor,
lots and other resources, which can result in delays in the delivery of homes
under construction; and (v) other general risk factors. See "-Forward-Looking
Statements" below.

     Selling General and Administrative Expenses. Selling, general and
administrative expenses increased 196% from 2002 to 2003. A significant portion
of this increase is associated with our becoming a publicly traded company
during 2003 and the associated legal and accounting fees. Salaries and payroll
expenses also increased significantly during 2003, as we added additional
management personnel to support our planned growth.

     Interest. Interest expense also increased significantly from 2002 to 2003,
contributing to the increase in operating loss. The amount of subordinated debt
at high interest rates increased in 2003, as our financial condition
deteriorated. As a result of the increase in our borrowing costs, together with
additional time required to sell our homes, interest increased 319% from 2002 to
2003. We expect this situation to continue for the foreseeable future until we
are able to acquire capital at more attractive rates.



                                       8
<PAGE>

     Year Ended December 31, 2002.
     -----------------------------

     During the year ended December 31, 2002, we realized a net loss of $656,203
on revenue of $36,070,293. This compares to net income of $486,077 on revenue of
$46,847,046 for the year ended December 31, 2001. Our net income fell almost
235% from 2001 to 2002, while revenue decreased 23%. Many of the factors that
existed during 2003 contributed to our declining operations during 2002.
However, our lack of liquidity was not as acute in 2002.

     Gross Margin. Our gross margin for 2002 was $97,425, a decrease of 97% from
2001. We attribute this decline to increases in the costs of sales, including
material, labor and land. Foremost among the increases in those items was the
cost of land, which increased due to our increased interest and holding costs.
Due to the factors described above under year ended December 2003, we were
unable to recover the increased costs through higher home sale prices.

     General and Administrative Expenses. Our general and administrative
expenses decreased almost 24% from 2001 to 2002. We attribute this decrease to a
consolidation of administrative corporate functions.

     Interest. Interest expense increased from 2001 to 2002 by 45%. This
reflects higher interest associated with subordinated debt which we incurred
during 2002.

     Other Income (Expense). Reducing our operating loss was other income of
$946,673. This results from gains realized by settlements on the reduction of
debt. As a result, our net loss before minority interest and taxes was
$1,125,542. This was further reduced by our minority interest equal to $336,891
and an income tax benefit of $132,448.

Liquidity and Capital Resources

     We use our liquidity and capital resources to (i) support our operations,
including our land and homebuilding inventory; and (ii) provide working capital.
Liquidity and capital resources are generated internally from operations and
from external sources. At December 31, 2003, we suffered from both a lack of
liquidity and working capital. As a result, and due to the substantial loss
which we incurred during the year, the report of our independent accountants
includes a note raising substantial doubt about our ability to continue as a
going concern. If we are unable to generate additional cash from operations and
obtain financing from outside sources, we may be forced to liquidate our
operations. In that event, our assets may be sold for less than fair value.

     As a result of our lack of liquidity and capital, we defaulted on certain
debt and accounts payable during 2003. These defaults, in turn, lead to the
filing of numerous lawsuits against us. These suits, in turn, have created a
substantial distraction to our management in fulfilling their obligations to the
Company. These distractions affect the time and effort our management can devote
to homebuilding and development operations. They also increase general and
administrative expenses in the form of legal fees.

     Capital Resources. Our capital structure is a combination of (i) permanent
financing, represented by stockholders' equity; (ii) long-term financing,
primarily bank debt and private subordinated debt; (iii) construction loans, and
(iv) current financing, represented by our general line of credit. All of these
sources of capital were lacking at the end of 2003. At that date, we reported
negative stockholders' equity of $5,384,259, a decrease of almost $6 million
from the end of 2002. This decrease, in turn, represents the results of our net
loss for 2003 and our inability to raise equity from outside sources.

     To address our lack of capital and stockholders' deficit, we conducted a
private placement of our convertible debt in 2004. In that offering, we sold an
aggregate of $1,670,000 of convertible promissory notes due December 2005. The
notes bear interest at the rate of 10% per annum that is payable quarterly
beginning March 31, 2004. The notes are convertible into our common stock at a
conversion price equal to the lower of $1.00 or 80% of the average closing price
of our common stock for the twenty days prior to the date on which we receive
notice of the holder's desire to convert; provided that we may redeem the note
for 110% of the principal amount if the conversion price would be less than $.30
per share.

                                       9
<PAGE>

     Debt Financing. Our debt financing includes a combination of conventional,
market-rate interest loans secured by senior positions on our real estate,
together with subordinated debt at significantly higher interest rates. If our
operations improve, we hope to refinance the subordinated debt at more favorable
rates. However, the prospects for that in the near term appear remote.

     During 2003, we attempted to supplement our capital resources by issuing
stock to vendors and other creditors in lieu of cash. As a result of these
transactions, we issued 594,000 shares of common stock during the year. However,
due to the factors discussed above, among others, we do not believe this
procedure will suffice for the most distant future.

     Substantially all of our debt is guaranteed by our chief executive officer
and certain other members of our management. In the event that we lose the
services of our CEO for any reason, we would have a more difficult time
obtaining additional debt financing or would be unable to do so. Our CEO is our
single largest shareholder and former owner of the Ashcroft Entities prior to
the acquisition.

     Our existing construction lines of credit are used to draw funds for
construction of new homes. The amount of allowable borrowings are based on
several factors, including presales, cost basis and equity. Based on our
financial condition and results of operations, we have experienced obstacles in
extending our construction lines during 2003 and early 2004. The loss or
curtailment of these lines would adversely affect our ability to construct
additional homes and further impact our results of operations.

     We also have a small, unsecured line of credit in the amount of $200,000
which was fully utilized at December 31, 2003. We use this arrangement for
working capital.

     A significant portion of the common stock that we issued in 2003 contains a
mandatory redemption feature. As a result, our equity includes $845,000 of
redeemable stock. Of that amount, $270,000 must be redeemed on or before August
15, 2004 and $575,000 beginning August 14, 2004 and continuing for three years
thereafter. If we fail to redeem the $575,000 of redeemable stock, the
redemption price increases to $691,200 and we are required to pay interest at
20% per year on any unpaid portion of that obligation.

     Our operating results for 2003 and prospects for the immediate future make
it less likely that we will be able to obtain additional equity financing.
Contributing to this hurdle is our status as an over the counter company, and
the accompanying lack of coverage from industry analysts and lack of liquidity
in our common stock.

     Comparison of December 31, 2003 to December 31, 2002. Cash and accounts
receivable decreased significantly from year-end 2002 to year-end 2003, from
$2,358,847 to $523,351. This represents a decrease of 78%. Our inventory of
homes and land also decreased significantly from approximately $25 million to
approximately $21 million, a decrease of approximately 16%. The decrease in
inventory represents fewer housing starts based on decreased demand.

     Accounts payable and accrued expenses increased from 2002 to 2003
approximately 89%, or $2,715,851. This demonstrates the liquidity problems that
we experienced during 2003. Notes payable decreased by approximately $8 million,
as our inventory of land and homes was reduced. During 2003, we repaid
approximately $2.8 million more than we borrowed.


                                       10
<PAGE>

Impact of Inflation, Changing Prices and Economic Conditions

     Real estate and residential housing prices are affected by inflation, which
can cause increases in the price of land, raw materials and subcontracted labor.
Unless these increased costs are recovered through higher sales prices, gross
margins would decrease. If interest rates increase, construction and financing
costs, as well as the cost of borrowings, also would increase, which can result
in lower gross margins. Increases in home mortgage interest rates may also make
it more difficult for the Company's customers to qualify for home mortgage
loans, potentially decreasing homes sales revenue.

     The volatility of interest rates could adversely effect our future
operations and liquidity. An increase in interest rates may affect adversely the
demand for housing and the availability of mortgage financing and may reduce the
credit facilities offered to us by banks, investment bankers and mortgage
bankers. See "Forward-Looking Statements" below.

     Our business also is affected significantly by general economic conditions
and, particularly, the demand for new homes in the markets in which we build.

Critical Accounting Policies and Estimates

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Due to uncertainties in the estimation process, it is at least
reasonably possible that actual results could differ from those estimates. The
company has determined that its critical accounting policies, or those policies
that require significant use of judgment and estimates in their application, are
those related to (1) homebuilding inventory valuation; (2) estimates to complete
land development and home construction; (3) warranty costs; and (4) litigation
reserves.

     Real Estate Inventories - Real estate inventories are reported at cost net
of impairment losses, if any. Real estate inventories consist primarily of raw
land, lots under development, homes under construction and completed homes of
real estate projects. All direct and indirect land costs, offsite and onsite
improvements and applicable interest and other carrying charges are capitalized
to real estate projects during periods when the project is under development.
Land, offsite costs and all other common costs are allocated to land parcels
benefited based upon relative fair values before construction. Onsite
construction costs and related carrying charges (principally interest and
property taxes) are allocated to the individual homes within a phase based upon
the relative sales value of the homes. The Company relieves its accumulated real
estate inventories through cost of sales for the cost of homes sold. Selling
expenses and other marketing costs are expensed in the period incurred.

     Estimates to Complete Land Development and Home Construction - Home sales
revenue is recognized when a home is closed. In order to properly match revenues
with expenses, an estimation must be made by the Company as to certain
construction and land development costs incurred but not yet paid at the time of
closing. Estimated costs to complete a home are determined for each closed home
based upon historical data with respect to similar product types and
geographical areas.

     A provision for warranty costs relating to the Company's limited warranty
plans is included in cost of sales at the time the sale of a home is recorded.
The Company generally reserves one half percent of the sales price of its homes
for warranty costs. The warranty cost accrued is reduced by the actual warranty
costs incurred.


                                       11
<PAGE>

     Litigation Reserves - The Company and certain of its subsidiaries have been
named as defendants in various cases arising in the normal course of business.
The Company has accounted for these associated liabilities, and Company
management anticipates those costs to be consistent with future exposure.

     Presentation - The Company's homebuilding operations conducted across
several metropolitan areas of the state of Colorado have similar
characteristics; therefore, they have been aggregated into one reportable
segment--the homebuilding segment.

     Revenue Recognition and Classification of Costs - Revenue from the sale of
residential units or land parcels is recognized when closings have occurred and
the risk of ownership is transferred to the buyer. Sales commissions are
included in selling, general and administrative expense.

     Deposits - Customer earnest money and change order deposits are recorded as
liabilities. During construction, all direct material and labor costs and those
indirect costs related to acquisition and construction are capitalized.
Capitalized costs are charged to earnings upon closing. Costs incurred in
connection with completed homes and selling, general and administrative costs
are charged to expense as incurred. Provision for estimated losses on
uncompleted contracts, if necessary, is made in the period in which such losses
are determined. Revenues from construction management fees are recognized upon
the sale of completed homes.

Recent Accounting Pronouncements

     In July 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which
replaces Emerging Issues Task Force ("EITF") Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (Including Certain Costs Incurred in a Restructuring). The new standard
requires companies to recognize costs associated with exit or disposal
activities when they are incurred rather than at the date of a commitment to an
exit or disposal plan. The statement is to be applied prospectively to exit or
disposal activities initiated after December 31, 2002. The Company adopted SFAS
No. 146 on January 1, 2003, which did not result in any impact on the Company's
financial position or results of operations.

     In November 2002, the FASB issued Financial Interpretation No. (FIN) 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others. Among other things, the
Interpretation requires guarantors to recognize, at fair value, their
obligations to stand ready to perform under certain guarantees. FIN 45 became
effective for guarantees issued or modified on or after January 1, 2003 and had
no effect on the Company's financial position or results of operations.

     In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
Entities. In general a variable entity is a corporation, partnership, trust, or
any other legal structure used for business purposes that either (a) does not
have equity investors with voting rights or (b) has equity investors that do not
provide sufficient financial resources for the entity to support its activities.
FIN 46 requires a variable interest entity to be consolidated by a company if
that company is subject to a majority of the risk of loss from the variable
interest entity's activities or entitled to receive a majority of the entity's
residual returns or both. The consolidation requirements of FIN 46 apply
immediately to variable interest entities created after January 31, 2003. The
consolidation requirements apply to transactions entered into prior to February
1, 2003 in the first fiscal year or interim period beginning after June 15,
2003, which was subsequently delayed until the fourth quarter of 2003 and then
various dates in 2004 and 2005. Certain of the disclosure requirements apply in
all financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. The Company has not determined the
impact of the Interpretation on the Company's financial position or results of
operations.

                                       12
<PAGE>
     In April 2003, the FASB issued SFAS No.149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities, which amends and clarifies
accounting for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities under SFAS No.133. The
Statement is effective (with certain exceptions) for contracts entered into or
modified after June 30, 2003. The adoption of this Statement had no effect on
the Company's financial position or results of operations.

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. It requires
that an issuer classify a financial instrument that is within its scope as a
liability (or an asset in some circumstances). It is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period after June 15, 2003. The
adoption of SFAS No. 150 on July 1, 2003 had no effect on the Company's
financial position or results of operations.

     In December 2003, the Securities and Exchange Commission ("SEC") released
Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition. SAB No. 104
revises or rescinds portions of the interpretive guidance related to revenue
recognition included in Topic 13 of the codification of the staff accounting
bulletins. SAB No. 104 became effective when issued, and adoption by the Company
did not have a material impact on its financial position or results of
operations.


Forward Looking Statements, Risk Factors

    This Form 10-KSB contains or incorporates by reference "forward-looking
statements," as that term is used in federal securities laws, about our
financial condition, results of operations and business. These statements
include, among others:

     - statements concerning the benefits that we expect will result from our
business activities and certain transactions that we contemplate or have
completed, such as increased revenues, decreased expenses and avoided expenses
and expenditures; and

     - statements of our expectations, beliefs, future plans and strategies,
anticipated developments and other matters that are not historical facts.

     These statements may be made expressly in this document or may be
incorporated by reference to other documents that we will file with the SEC. You
can find many of these statements by looking for words such as "believes,"
"expects," "anticipates," "estimates" or similar expressions used in this report
or incorporated by reference in this report.

     These forward-looking statements are subject to numerous assumptions, risks
and uncertainties that may cause our actual results to be materially different
from any future results expressed or implied by us in those statements. Because
the statements are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied. We caution you not to put undue
reliance on these statements, which speak only as of the date of this report.
Further, the information contained in this document or incorporated herein by
reference is a statement of our present intention and is based on present facts
and assumptions, and may change at any time and without notice, based on changes
in such facts or assumptions.

                                       13
<PAGE>
Risk Factors Impacting Forward-Looking Statements

     The important factors that could prevent us from achieving our stated goals
and objectives, in addition to those set forth below and in our other reports
filed with the SEC, include the following:

o    The extent and duration of the current economic downturn, especially in the
     Colorado market;

o    Any change in interest rates;

o    The willingness and ability of third parties to honor their contractual
     commitments;

o    Our ability to raise additional capital, as it may be affected by current
     conditions in the stock market and competition in the home building
     industry for risk capital;

o    Our costs and the pricing of our services;

o    Environmental and other regulations, as the same presently exist and may
     hereafter be amended;

o    Our ability to identify, finance and integrate other acquisitions; and

o    Volatility of our stock price.

Prospective investors should be aware of the following risk factors potentially
affecting our company and its operations:

     No Auditor's Report for 2002. We have filed this report without the report
of an auditor for the year ended December 31, 2002. We are currently in a
dispute with the former auditor that audited the financial statements for that
year. As a result of that dispute, the former auditor refused to review the
financial statements for 2002 that are included in this report and to allow the
use of its report in this report. While we have restated the 2002 financial
statements to coincide with adjustments made to the 2003 financial statements,
our current auditor did not reaudit the 2002 financial statements and there is
no assurance that the 2002 financial statements comply in all respects with
generally accepted accounting principles in the United States, as required by
applicable rules of the Securities and Exchange Commission. None the less, in an
effort to file this report and provide our shareholders and potential investors
with information about our 2003 fiscal year, we have decided to file this report
without the report of the former auditor for 2002.

If we are unsuccessful in obtaining inclusion of our common stock in the OTC
Bulletin Board, our common stock will have limited liquidity.

     Immediately following the filing of this report and our Form 10-QSB for the
quarter ended March 31, 2004, it is our intent to reapply for quotation of our
common stock on the OTC Bulletin Board. We believe that the successful quotation
of our stock will increase liquidity for our existing shareholders and attract
additional investors.

     The National Association of Securities Dealers, Inc. currently regulates
the application for, and quotation of, stocks on the OTCBB. According to the
OTCBB website, there are no minimum quantitative standards which must be met by
an issuer for its securities to be quoted on the OTCBB; however the eligibility
rule limits quotations on the OTCBB to securities of issuers that are current in
their reports filed with the SEC.


                                       14
<PAGE>
     Micro-cap securities have historically been vulnerable to fraud, and,
therefore, are subject to increased scrutiny. A micro-cap security is generally
a low priced security issued by a small company, or stock of companies with low
capitalization. We believe that our stock will be considered a "micro-cap"
security because of the size of our company and our limited capitalization, and
due to its status as a micro-cap security, our application for listing on the
OTCBB may receive increased scrutiny.

     While we believe we will satisfy the criteria for inclusion on the OTCBB,
and we will endeavor to comply with any reporting requirements that we are, or
become, subject to, we cannot assure that our application will be successful.
Our failure to obtain such inclusion in the OTCBB may result in shareholders
having difficulty selling their shares, should they desire to do so. No market
maker has agreed to file an application for inclusion of our stock on the OTC
Bulletin Board.

     We undertake no responsibility or obligation to update publicly these
forward-looking statements, but may do so in the future in written or oral
statements. Investors should take note of any future statements made by or on
our behalf.


Item 7.  Financial Statements

     Reference is made to the Index of Financial Statements following Part III
of this Report for a listing of the Company's financial statements and notes
thereto.


Item 8.  Changes in and Disagreements With Accountants on Accounting and
         Financial Disclosure

     On February 23, 2004, Ashcroft Homes Corporation (the "Company") engaged
Mayer Hoffman McCann P.C. as its principal accountant and independent auditor
for the fiscal year ended December 31, 2003 and simultaneously dismissed A.J.
Robbins P.C., its former accountant. This decision was approved by our Board of
Directors on June 15, 2004.

     The reports of A.J. Robbins P.C. for the past two fiscal years did not
contain an adverse opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles.

     During the Company's two most recent fiscal years and the subsequent
interim period through February 23, 2004, there were no disagreements with A.J.
Robbins P.C. on any matter of accounting principles or practices, financial
statement disclosure or auditing scope and procedure which, if not resolved to
the satisfaction of A.J. Robbins P.C., would have caused A.J. Robbins P.C. to
make reference to the matter in its report. Further, there were no reportable
events as that term is described in Item 304(a)(1)(iv)(B) of Regulation S-B
during any of those periods.

     During the two most recent fiscal years and the interim period from the end
of the last fiscal year to February 23, 2004, the Company did not consult with
Mayer Hoffman McCann P.C. regarding any matter requiring disclosure in the Form
8-K.

Item 8A.  Controls and Procedures

     We maintain a system of controls and procedures designed to provide
reasonable assurance as to the reliability of the financial statements and other
disclosures included in this report. As of December 31, 2003, under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, management has evaluated the effectiveness of the design and
operation of our disclosure controls and procedures. Based on that evaluation,
the Chief Executive Officer and the Chief Financial Officer concluded that our
disclosure controls and procedures were effective in timely alerting them to the
requirements to be included in our periodic filing with the SEC. No significant
changes were made to internal controls or other factors that could significantly
affect those controls subsequent to the date of their evaluation.


                                       15
<PAGE>


                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act

     The following individuals presently serve as our officers and directors:

         Name:                          Age:         Position:
         -----------------------------------------------------

         Richard O. Dean                46           Chief Executive Officer,
                                                     President, Chairman of the
                                                     Board and Director

         Joseph A. Oblas                31           Executive Vice-President
                                                     and Director

         Peter C. Gonzalez              31           Vice-President and
                                                     Secretary



     Each of the directors holds office until the next annual meeting of
shareholders and until his successor has been duly elected and qualified or
until he resigns or is removed. Five other directors who served during 2003
resigned in 2004. Officers of the Company serve at the pleasure of the Board of
Directors. Each of the directors has held office since the acquisition of the
Ashcroft Entities in April 2003.

     The following represents a summary of the business history of each of the
foregoing individuals for the last five years:

     Richard O. Dean      Mr. Dean became a director, the President and Chief
Executive officer of Ashcroft Homes Corporation at the date of the acquisition
of the Ashcroft entities in April 2003. Mr. Dean has been the president and a
director of Ashcroft Homes, Inc. since 1998. Prior to that, he acted in a
similar capacity for a predecessor of Ashcroft. Mr. Dean is also a manager or
managing member of Ashcroft Homes of Northern Colorado, LLC, Tesoro Homes @
Tallyn's Reach, LLC, Peregrine Sanctuary, LLC and Absolute Construction
Services, LLC. He divides his time between all of these entities. Together,
these entities constructed and sold in excess of $30 million of homes and other
residential construction services during 2002. In these positions, Mr. Dean is
responsible for overseeing all phases of the companies' business and for
negotiating significant transactions in which the companies are involved,
including financing transactions.

     Prior to his association with the Ashcroft Entities, Mr. Dean was active in
developing real estate on the western slope of Colorado, primarily near Rifle
and in proximity to the proposed shale oil project undertaken by Exxon Oil
during the 1980's. Following Exxon's withdrawal from that project, and its
subsequent economic effect on the community, Mr. Dean left the western slope and
settled in Colorado Springs, where he eventually resumed his activities in the
real estate and construction industries. During this transition and primarily
due to his business activities on the western slope, Mr. Dean filed for
protection from creditors under Chapter 7 of the United States Bankruptcy Code
and was discharged from his debts in 1991. Mr. Dean was also involved in certain
matters of litigation arising from that development business, all of which were
subsequently settled, discharged or resolved.


                                       16
<PAGE>

     Joseph A. Oblas   Mr. Oblas became a director and the President of Ashcroft
Homes Corporation in April 2003. He currently serves as Executive Vice President
of the Company. Mr. Oblas is currently the president and acted as a founder of
Stonegate Capital Corporation, a private Delaware corporation organized to
acquire and develop real estate and construct residential homes in Colorado. The
company currently owns a portfolio of loans secured by interests in real estate,
but is still in the development stage, with no significant revenue from
operations. Mr. Oblas has been the president of the company since its inception
in February of 2002.

     In 1994, Mr. Oblas acted as a founder of Juice Stop Franchising Corporation
and was the chief financial officer of that entity until August of 1998, when
the company obtained financing from a third party venture capital firm and
surrendered control of its board of directors. Juice Stop was a franchisor and
operator of juice and health food retail outlets. Subsequent to his resignation
as chief financial officer, Juice Stop filed for protection from its creditors
under Chapter 11 of the Bankruptcy Code, which filing was subsequently converted
to a liquidation under Chapter 7. As one of the founders of Juice Stop, Mr.
Oblas had guaranteed certain lease and other corporate obligations of that
entity. Following its bankruptcy, Mr. Oblas was involved in certain matters of
litigation relating to his personal guarantee of the Juice Stop obligations and
other corporate matters. Most of those lawsuits have subsequently been resolved
or settled, although at least one outstanding judgment remains.

     Immediately prior to his position with Stonegate, Mr. Oblas acted as a
founder and chief executive officer of Glacier Distribution Company, later
called Crosspoint Foods Corporation, a wholesale distributor of food products
and principal supplier to Juice Stop. Mr. Oblas acted as the chief executive
officer of Glacier from March of 1999 to March of 2001. Glacier was eventually
forced to absorb substantial losses as a result of uncollectable receivables
stemming from the financial problems of Juice Stop. As one of the founders of
Glacier, Mr. Oblas personally guaranteed certain of its obligations. As a
result, Mr. Oblas was involved in certain matters of litigation relating to
those personal guarantees, substantially all of which have been resolved or
settled.

     While Mr. Oblas was chief executive officer of Glacier, the Company
received notice that the United States Department of Agriculture had commenced
administrative proceedings against the company for failing to comply with
payment provisions and failure to obtain a license under the Perishable
Agricultural Commodities Act of 1930 ("PACA"). Later, an action was commenced in
the United States District Court of Colorado for a civil penalty arising from
the failure of the company to obtain that license. A default judgment against
the company resulted from that action. Neither of these proceedings was
communicated to the board of directors of the company. Both actions were
eventually settled by the company. In connection with these activities, the
company accepted the resignation of Mr. Oblas as an officer and director of the
company.

     Peter C. Gonzalez       Mr. Gonzalez became the Secretary and Controller of
Ashcroft Homes Corporation in April 2003. From February 2002 to
the present, Mr. Gonzalez has been the vice president, secretary and a director
of Stonegate Capital Corporation and helped found that entity. In that capacity,
he spends a majority of his time and is responsible for the day-to-day
management of administration, accounting, finance and human resources and
participates in project planning, budgeting and financial planning. He is also
the founder, a member and manager of Merit Partners, LLC, a private real estate
development company focused on single family, detached housing and land
development in and around Dallas, Texas. In that capacity, he is responsible for
organizational management, project planning, budgeting and coordination of
project financing. Mr. Gonzalez devotes a minor portion of his time to the
affairs of that entity.


                                       17
<PAGE>


     From 1998 to 2000, Mr. Gonzalez was the controller and secretary for
Crosspoint Foods Corporation, the successor to Glacier Distribution Company. In
that capacity, he was responsible for the day-to-day management of accounting,
finance and administration. From 1995 to 1998, he was the controller for Juice
Stop International. Mr. Gonzalez acted as guarantor of many of the same
obligations as Mr. Oblas with regard to Glacier Distribution and some of the
same obligations of Juice Stop, and as a result, was involved in certain matters
of litigation relating to those guarantees. Most of those matters have
subsequently been settled or resolved, although at least one judgment remains
outstanding.

     No family relationships exist between any of the officers or Directors of
the Company.

Compliance with Section 16

     The Company is unaware that any officer, director or owner of 10% or more
of its securities has failed to file reports with the Commission as required by
Section 16 and the rules adopted thereunder during the last fiscal year.


Item 10.  Executive Compensation

     The following table summarizes the total compensation of our chief
executive officer and all other executive officers who were paid more than
$100,000 during the fiscal year (the "Named Executive Officers") for the periods
indicated. No other executive officer received more than $100,000 in salary and
bonuses during the transition period.

<TABLE>
<CAPTION>

                              SUMMARY COMPENSATION

                                                   Annual                                Long Term
                                                Compensation                            Compensation
                                                ------------           Other            ------------
                                                                       Annual            Securities
          Name                   Period            Salary           Compensation     Underlying Options
          ----                   ------            ------           ------------     ------------------
<S>                               <C>             <C>                    <C>                  <C>
Richard O. Dean,                  2003          $ 70,000.00              0                    0
President and Chief
Executive Officer

Joseph A. Oblas,                  2003           187,250.00              0                    0
Principal Financial
Officer

Peter C. Gonzalez,                2003           135,000.00              0                    0
Vice President, Secretary and
Chief Accounting Officer
</TABLE>


                                       18
<PAGE>

     The Company has entered an employment agreement with Richard O. Dean dated
February 1, 2003, terms of the agreement are as follows; a term of 36 months at
a compensation rate of $240,000 per annum, in addition to receiving benefits
consistent with general employees of the Company, Mr. Dean will also receive the
benefits of a split-dollar life insurance policy. The Company has entered an
employment agreement with Joseph A. Oblas, terms of the agreement are as
follows; a term of 36 months at a compensation rate of $210,000 per annum, Mr.
Oblas will receive benefits consistent with general employees of the Company.
The Company has entered an employment agreement with Peter C. Gonzalez, terms of
the agreement are as follows; a term of 36 months at a compensation rate of
$175,000 per annum, Mr. Gonzalez will receive benefits consistent with general
employees of the Company. The Company executed employment modification
agreements on November 1, 2003 with Richard O. Dean, Joseph A. Oblas and Peter
C. Gonzalez ("Employees") to the Employees' existing employment agreements dated
February 1, 2003. The terms of the modifications were as follows; Employees
agreed to waive all accrued salary, vacation days and benefits through November
1, 2003, reduce the base salary compensation to fifty-percent (50%) of
contracted amount, and extend the contract through February 28, 2005.


Item 11.  Security Ownership of Certain Beneficial Owners and Management and
          Related Stockholder Matters

     The following table sets forth certain information regarding the beneficial
ownership of the Company's voting securities as of the date of filing this
report by (i) each of the directors; (ii) each executive officer of the Company;
(iii) each person who owns beneficially more than five percent of the Company's
voting securities; and (iv) all of the directors and executive officers as a
group. All ownership is record and beneficial unless otherwise noted. The
numbers in the table below exclude 100,000 shares of common stock underlying
warrants outstanding on the date of this report. None of the warrants are owned
by our officers or directors.

     Unless otherwise noted, the address of each individual or entity is that of
Ashcroft Homes, Inc., 6312 South Fiddlers Green Circle, Suite 500-N, Englewood,
CO 80111.

<TABLE>
<CAPTION>

Title of Class        Name and Address of                       Amount and Nature
                      Beneficial Owners                         of Beneficial Ownership     Percent of Class
--------------        -------------------                       -----------------------     ----------------
<S>                                   <C>                                <C>                        <C>
Common                Richard O. Dean 1,2                                6,488,601                  37.02%

Common                Reagan K. Dean 3                                   6,488,601                  37.02%

Preferred             Richard O. Dean 1,4                                  675,000                  50%

Preferred             Reagan K. Dean 4                                     675,000                  50%

Common                Joseph A. Oblas 1                                  1,197,708                   6.83%

Common                Peter C. Gonzalez 1                                1,197,708                   6.83%

Common                All  officers  and  directors as a group           8,884,017                  50.69%
                      (3 persons) 2,5
Preferred             All  officers  and  directors as a group           1,350,000                  100%
                      (2 persons) 4
</TABLE>

---------------------------------------
     (1)  Officer or director of the Company.

     (2)  Includes 2,017,271 shares held by Mr. Dean's wife, of which he
          disclaims beneficial ownership.

     (3)  Includes 4,471,330 shares held by Ms. Dean's husband, of which she
          disclaims beneficial ownership.

     (4)  Each holder of the Series A Preferred Stock will own 50% of the
          outstanding Preferred Stock. However, the Preferred Stock will vote as
          a class with the Common Stock and each share of the Preferred Stock
          entitles the holder to five votes for each share held of record.
          Therefore, the preferred stock owned by each preferred shareholder
          represents the right to 3,375,000 votes, or 13.9% of the outstanding
          voting stock.

     (5)  Excludes any shares of preferred stock. If the Series A Preferred
          Stock is included, the officers and directors will own 64.40% of the
          outstanding voting stock.



                                       19
<PAGE>

Changes In Control
------------------

     We know of no arrangements, including the pledge of any of our securities,
which may result in a change of control in the future.

Item 12.  Certain Relationships and Related Transactions

     Effective April 3, 2003, the Company, then know as OneDentist Resources,
Inc., acquired all of the outstanding stock and membership interests of the
Ashcroft Entities. The consideration issued by us in connection with the
exchange was 12,954,060 shares of our no par value common stock and 1,350,000
shares of Series A Convertible Preferred Stock ("Preferred Stock").
Simultaneously with closing of the transaction (the "Exchange"), the former sole
executive officer and director of ODRE resigned and was replaced as Chief
Executive Officer and Director.

     Certain former shareholders or equity owners of the Ashcroft Entities
became our largest shareholders following closing of the Exchange. The Chief
Executive Officer and his wife beneficially own 6,488,601 shares of common stock
and 1,350,000 shares of Preferred Stock immediately following the exchange,
representing a total of 49.32% of the outstanding common stock if the Preferred
Stock were converted. They also own 100% of the Preferred Stock, entitling them
to five votes for each share outstanding. Accordingly, they owned a total of
62.17% of the outstanding voting stock of the Company immediately following the
Exchange.

     The President of Stonegate Capital Corporation (an Ashcroft Subsidiary) is
now the Executive Vice President of the Company and owned 1,197,707 shares, or
8.24% of the common stock, immediately following the exchange. The
secretary/treasurer of Stonegate is now the Vice President of Finance of the
Company and also owned 1,197,707 shares of the common stock. Each of these
individuals executed an employment contract with the Company.

     The consideration received by the Company in exchange for issuance of
shares at the closing was the common stock or membership interests of the
various Ashcroft Subsidiaries surrendered by former owners at the closing.
Indirectly, the Company acquired all of the assets of those entities. The former
shareholders or members of the corporate and limited liability company
subsidiaries surrendered all of their ownership interests in the Ashcroft
Subsidiaries for issuance of Company shares. Consideration issued for this
transaction was based upon negotiation between the parties and not upon an
independent appraisal. The Company did not obtain an appraisal or third party
evaluation of the value of the assets or equity securities acquired in the
transaction.

Entities Acquired
-----------------

     In connection with the Exchange, the Company indirectly acquired all of the
assets and liabilities of the Ashcroft Entities, consisting generally of
developed residential home lots, an inventory of homes in process, finished
homes for sale and a library of home construction plans, and the accounts
payable, loans and other liabilities. The following represents a complete list
of the subsidiaries acquired by the Company, and the business engaged by each
immediately prior to the Exchange:

                                       20
<PAGE>

     o    Ashcroft Homes of Colorado, Inc. (formerly, Ashcroft Homes, Inc.) -
          designs and constructs single family and low-density, multi-family
          housing along the front range of Colorado, from Colorado Springs to
          Fort Collins.

     o    Absolute Construction Services, LLC - provides construction management
          services to independent third parties.

     o    Peregrine Sanctuary, LLC - develops building lots in a single
          subdivision in Colorado Springs, Colorado.

     o    Stonegate Capital Corporation - owns and manages a portfolio of
          construction loans secured by interests in real estate located in
          Colorado. The Company is marketing the real estate securing the loans.

     o    Tesoro Homes @ Tallyn's Reach, LLC - constructs a wide variety of
          homes in and around Denver, Colorado.

     o    West Gold Holdings, Inc. - a developer of residential lots for the
          Ashcroft Subsidiaries and some independent third parties.


     In August 2003, the Company purchased a house from Casablanca Homes, LLC (a
company controlled by John Chen, a member of the Company's board of directors
during 2003, in exchange for 1,200,000 shares of the Company's common stock
valued at $575,000 (approximately $.48 per share). The value of the home was
recorded at $575,000 based upon an independent appraisal. Beginning 12 months
after the closing and ending 36 months after the closing, Casablanca has the
option to require the Company to repurchase the shares for a price of $.48 per
share. If the Company fails to pay the full exercise price, the price per share
will increase to $.576 per share and the Company will be required to pay
interest of 20% per year on the unpaid exercise price. The Company has recorded
the common stock underlying Casablanca's option as redeemable common stock
valued at $575,000, based upon the option repurchase price. The Company is
required to place in escrow the following:

     a.   $125,000 upon sale of the home to an unaffiliated purchaser.

     b.   $204,000 upon funding of construction loans of three lots to be owned
          by Ashcroft/Plum Creek, LLC.

     c.   Funds that would be received from the Company as distributions from
          Ashcroft/Plum Creek, LLC until the escrow amount equals $575,000.

     Casablanca can draw down the escrow account by returning shares of the
Company at a purchase price of $.48.

     Subsequent to purchasing the house from Casablanca, the Company sold the
house to its chief executive officer for $575,000, paid in the form of
approximately $360,000 cash and reduction of indebtedness to the chief executive
officer of $215,000.

     Subsequent to December 31, 2003, the chief executive officer sold the home
to an unaffiliated third-party, thereby triggering the escrow funding
requirement of $125,000. A portion of the escrow was funded with the proceeds
from the sale of the home by the chief executive officer; the remainder will be
funded by the Company.



                                       21
<PAGE>

Item 13.  Exhibits and Reports on Form 8-K

     The following exhibits are filed as part of, or are incorporated by
reference into, this report:

     (a)  Exhibits. See Exhibit Index following the signature page of this
          report.

     (b)  Reports on Form 8-K.

    (i)   The Company filed a Current Report dated November 25, 2003 reporting
          other events.
    (ii)  The Company filed a Current Report dated February 23, 2004 reporting a
          change in Registrant's certifying accountant.
    (iii) The Company filed an amended Current Report dated February 23, 2004
           reporting a change in Registrant's certifying accountant.

Item 14.  Principal Accountant Fees and Services

     The Company currently has no audit committee of the Board of Directors, and
is not required to maintain such a committee since its stock is not quoted on
Nasdaq or traded on any national securities exchange. Accordingly, all material
decisions affecting the Company's audited financial statements, periodic
disclosure with the SEC and its relationship with its auditors are addressed by
the entire Board. The Board of Directors is responsible for pre-approving both
audit and permissible non-audit services to be provided by the independent
accountant.

     The following table shows the fees paid or accrued by Ashcroft for the
audit and other services provided by the Company's accountants for the fiscal
years ended December 31, 2003.

          Audit fees for the years ended December 31 and fees            2003
          for the review of financial statements included in         ----------
          quarterly reports on Form 10-QSB.......................... $  250,000

          Audit-related Fees........................................     50,000

          Tax Fees(1)...............................................     50,000

          Other Services Fees.......................................         --
                                                                     ----------

          Total.....................................................    350,000
                                                                     ==========
-------------------
     (1)  Includes tax compliance, advice and planning.

      All services described above were approved by the Board of Directors.

Policy on Audit Committee Pre-Approval

     The Board of Directors is responsible for reviewing and pre-approving both
audit and permissible non-audit services to be provided by the independent
accountant. This pre-approval duty may be delegated to one or more designated
members of the Board of Directors provided that any pre-approval given by such
delegate(s) must be reported to the Board of Directors at its next regularly
scheduled meeting.


                                       22
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized in Englewood, Colorado on
the 23rd day of June 2004.


                                 ASHCROFT HOMES CORPORATION


                                 By: /s/ Joseph A. Oblas
                                    ------------------------------------------
                                     Joseph A. Oblas, Executive Vice President,
                                     Principal Financial Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed by the following persons in the capacities and on the dates
indicated.

Signatures                      Title                               Date
----------                      -----                               ----


/s/ Richard O. Dean                                                June 23, 2004
--------------------------      Chairman of the Board, Chief
Richard O. Dean                 Executive Officer, President,
                                Director

/s/ Peter C. Gonzalez                                              June 23, 2004
--------------------------      Controller, Secretary,
Peter C. Gonzalez               Chief Accounting Officer


/s/ Joseph A. Oblas             Executive Vice President,          June 23, 2004
--------------------------      Principal Financial Officer,
Joseph A. Oblas                 Director










                                       23

<PAGE>
<TABLE>
<CAPTION>

                                INDEX TO EXHIBITS

------------- ------------------------------------ ----------- ----------------------------------
<S>           <C>                                 <C>          <C>
Exhibit No.   Description                          Filed       Incorporated Herein by Reference
                                                   Herewith
------------- ------------------------------------ ----------- ------------------------------
2.1           Plan and Agreement of Reorganization             Exhibit 2.1 to Issuer's Form
              between the Company, certain of its              8-K dated April 3, 2003,
              shareholders and Ashcroft Homes of               reporting changes in control,
              Colorado, Inc., formerly known as                the acquisition or disposition
              Ashcroft Homes, Inc., dated December             of assets and other events
              27, 2002
------------- ------------------------------------ ----------- ------------------------------
2.2           Third Amendment to the Plan and                  Exhibit 2.2 to Issuer's Form
              Agreement dated March 17, 2003,                  8-K dated April 3, 2003,
              including certain Ashcroft                       reporting changes in control,
              subsidiaries                                     the acquisition or disposition
                                                               of assets and other events
------------- ------------------------------------ ----------- ------------------------------
3.1           Articles of Incorporation of                     Exhibit 3.01 to Issuer's Form
              Haleakala Enterprises, Inc., now                 SB-2 filed with the Commission
              known as Ashcroft Homes Corporation,             on August 16, 2000 (File No.
              as filed with the Colorado Secretary             333-439848)
              of State on November 27, 1996
------------- ------------------------------------ ----------- ------------------------------
3.2           Articles of Amendment to the Articles            Exhibit 4.2 to Issuer's Form
              of Incorporation of Ashcroft Homes               8-K dated April 3, 2003,
              Corporation as filed with the                    reporting changes in control,
              Colorado Secretary of State on                   the acquisition or disposition
              April 1, 2003                                    of assets and other events
------------- ------------------------------------ ----------- ------------------------------
3.3           Bylaws of Haleakala Enterprises, Inc.            Exhibit 3.01 to Issuer's Form
              now known as Ashcroft Homes Corporation          SB-2 filed with the Commission
                                                               on August 16, 2000 (File No.
                                                               333-439848)
------------- ------------------------------------ ----------- ------------------------------
10.1          Form of 10% Convertible                  X
              Promissory Note
------------- ------------------------------------ ----------- ------------------------------
10.2          Purchase and Sale Agreement              X
              between Ashcroft Homes Corporation
              and Diversity Mortgage Group, LLC
              dated January 1, 2004
------------- ------------------------------------ ----------- ------------------------------
10.3          Sublease Agreement between Ashcroft      X
              Homes Corporation and JPI Apartment
              Development, L.P. dated August 15,
              2003
------------- ------------------------------------ ----------- ------------------------------
10.4          Financial Representation Agreement       X
              between Ashcroft Homes Corporation
              and J.P. Turner & Company, LLC
              dated December 19, 2003
------------- ------------------------------------ ----------- ------------------------------
21            Subsidiaries of the Registrant           X
------------- ------------------------------------ ----------- ------------------------------
31.1          Certifications pursuant to Rule          X
              13a-14(a) or 15d-14(a) under the
              Securities Exchange Act of 1934,
              as amended.
------------- ------------------------------------ ----------- ------------------------------
31.2          Certifications pursuant to Rule          X
              13a-14(a) or 15d-14(a) under the
              Securities Exchange Act of 1934,
              as amended.
------------- ------------------------------------ ----------- ------------------------------
32.1          Certifications pursuant to 18            X
              U.S.C. Section 1350, as adopted
              pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002
------------- ------------------------------------ ----------- ------------------------------

</TABLE>







                                       24

<PAGE>





                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS




Financial Statements                                                       Page
--------------------                                                       ----

  Independent Auditors' Reports                                             F-2

  Consolidated Balance Sheet as of December 31, 2003                        F-4

  Consolidated Statements of Operations for the
   years ended December 31, 2003 and 2002                                   F-6

  Consolidated Statements of Changes in Stockholders'
   Equity (Deficit) for the years ended December 31, 2003 and 2002          F-7

  Consolidated Statements of Cash Flows for the years
   ended December 31, 2003 and 2002                                         F-8

  Notes To Consolidated Financial Statements                               F-10









                                       F-1



<PAGE>


                          INDEPENDENT AUDITORS' REPORT





To the Board of Directors and Shareholders of
Ashcroft Homes Corporation


We have audited the accompanying consolidated balance sheet of Ashcroft Homes
Corporation and Subsidiaries as of December 31, 2003, and the related
consolidated statements of operations, changes in stockholders' equity (deficit)
and cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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 Ashcroft Homes Corporation and
Subsidiaries as of December 31, 2003 and the results of their operations and
their cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company incurred a net loss of $8,133,837 and $656,203 during the years
ended December 31, 2003 and 2002, respectively. As discussed in Note 1 to the
financial statements, the Company's significant operating losses raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also discussed in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

As discussed in Note 1 to the financial statements, an investment previously
accounted for using the consolidation method, is no longer being consolidated,
but rather the Company is accounting for the investment under the equity method.




                                             Mayer Hoffman McCann P.C.
                                             Certified Public Accountants

Greenwood Village, Colorado
March 22, 2004



                                       F-2


<PAGE>

                          INDEPENDENT AUDITORS' REPORT






The audited financial statements of Ashcroft Homes Corporation for the year
ended December 31, 2002, included in this report, have not been audited. Due to
a dispute with its former auditor, the Company was unable to obtain the report
or consent of that auditor to these 2002 financial statements. The audited
financial statements will be filed if they are subsequently obtained from the
former auditor.










                                      F-3
<PAGE>
                           ASHCROFT HOMES CORPORATION
                           CONSOLIDATED BALANCE SHEET
                               DECEMBER 31, 2003


                                     ASSETS
                                     ------


                                                                         2003
                                                                     -----------
Cash and cash equivalents                                            $   157,861
Accounts receivable - other                                              208,080
Accounts receivable - related parties                                    157,410
Income taxes receivable                                                   80,257
Homes under construction                                               9,762,158
Development projects in progress                                      10,897,964
Deposits                                                                  29,265
Prepaid expenses                                                         269,673
Property and equipment, net                                              124,007
Long-term investments                                                    128,928
Notes receivable                                                       1,050,000
Goodwill                                                                 210,907
Debt issuance costs                                                       29,541
Other assets                                                              11,222
                                                                     -----------

Total Assets                                                         $23,117,273
                                                                     ===========





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



                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                           ASHCROFT HOMES CORPORATION
                           CONSOLIDATED BALANCE SHEET
                               DECEMBER 31, 2003


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


                                                                                     2003
                                                                                 ------------
<S>                                                                              <C>
Bank overdraft                                                                   $    209,818
Notes payable                                                                      20,242,404
Due to related entities                                                             1,106,234
Accounts payable and accrued expenses                                               5,780,548
Accrued warranty costs                                                                 69,590
Customer deposits - refundable and non-refundable                                     663,335
Accrued interest - related parties                                                    331,315
Deferred income                                                                       162,798
                                                                                 ------------

Total Liabilities                                                                  28,566,042
                                                                                 ------------

Commitments and Contingencies

Minority Interests                                                                   (909,510)

Redeemable Common Stock                                                               845,000

Stockholders' Deficit:
Series A preferred stock: No par value, 10,000,000 shares authorized
1,350,000 shares issued and outstanding                                             5,400,000
Common stock:  No par value, 25,000,000 shares authorized 17,400,481 shares
 issued and outstanding (includes 1,470,000 in redeemable common stock, above)      1,952,052
Stock subscription receivable                                                         (60,000)
Additional paid in capital                                                            677,158
Accumulated deficit                                                               (13,353,469)
                                                                                 ------------

Total Stockholders' Deficit                                                        (5,384,259)
                                                                                 ------------

Total Liabilities and Stockholders' Deficit                                      $ 23,117,273
                                                                                 ============
</TABLE>






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


                                      F-5

<PAGE>

<TABLE>
<CAPTION>
                           ASHCROFT HOMES CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002



                                                              2003            2002
                                                         ------------    ------------

<S>                                                      <C>             <C>
 Net Sales                                               $ 19,725,393    $ 36,070,293

 Cost of Sales                                             20,925,219      35,972,868
                                                         ------------    ------------

 Gross Profit                                              (1,199,826)         97,425
                                                         ------------    ------------

 Expenses:
 Selling, general and administrative                        5,884,039       1,985,634
 Interest                                                   1,226,097         292,810
                                                         ------------    ------------

     Total Expenses                                         7,110,136       2,278,444
                                                         ------------    ------------

 Operating Loss                                            (8,309,962)     (2,181,019)
                                                         ------------    ------------

 Other Income (Expense):
 Goodwill impairment                                          (32,815)             --
 Interest income                                               17,097           3,468
 Equity in earnings of affiliate                               44,825         105,336
 Other income (expense)                                        11,061         946,673
                                                         ------------    ------------

      Total Other Income (Expense)                             40,168       1,055,477
                                                         ------------    ------------

 Net Loss Before Minority
   Interest and Income Taxes                               (8,269,794)     (1,125,542)

 Minority Interest                                           (135,957)       (336,891)
                                                         ------------    ------------

 Net Loss Before Income Taxes                              (8,133,837)       (788,651)

 Income Tax (Benefit) Expense                                      --        (132,448)
                                                         ------------    ------------

 Net Loss                                                $ (8,133,837)   $   (656,203)
                                                         ============    ============

Net Loss Per Basic and Diluted Share of Common Stock     $      (0.55)   $      (0.10)

Weighted Average Number of Basic and Diluted
   Common Shares Outstanding                               14,671,144       6,832,413
</TABLE>





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


                                      F-6
<PAGE>
<TABLE>
<CAPTION>

                   ASHCROFT HOMES CORPORATION AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002



                                                 Series A Preferred Stock       Common Stock        Additional      Members'
                                                 ------------------------       -------------        Paid In         Equity
                                                   Shares       Amount       Shares       Amount     Capital       (Deficit)
                                                 ---------    ---------    ---------    ---------  ------------  -------------
<S>                                           <C>        <C>              <C>         <C>           <C>           <C>
Balance at December 31, 2001                         --  $        --      4,134,542   $       125   $   240,756   $     (5,506)
Issuance of common stock for settlement of
 accounts payable                                    --           --        690,459       690,459            --             --
Sale of common stock                                 --           --      4,750,000         4,000            --             --
Contributions                                        --           --             --            --            --         32,664
Distributions                                        --           --             --            --            --             --
Net loss                                             --           --             --            --            --        (54,468)
                                            -----------  -----------    -----------   -----------   -----------   ------------

Balance at December 31, 2002                         --           --      9,575,001       694,584       240,756        (27,310)
Issuance of common stock for interest                --           --        169,100       106,400            --             --
Issuance of common stock for services                --           --        100,000       200,000            --             --
Issuance of stock to employees                       --           --        600,000        50,000            --             --
Sale of common stock                                 --           --        617,500       619,000            --             --
Issuance of common stock in connection               --
with the purchase of notes receivable                --           --        200,000       350,000            --             --
Issuance of stock warrants for services              --           --             --            --       291,402             --
Share repurchase                                     --           --       (300,000)      (25,000)           --             --
Related party debt forgiveness                       --           --             --            --       145,000             --
Issuance of series A preferred stock in
  connection with the recapitalization
  transaction                                 1,350,000    5,400,000             --            --            --             --
Recapitalization                                     --           --      4,968,880       (42,932)           --         27,310
Net loss                                             --           --             --            --            --             --
                                            -----------  -----------    -----------   -----------   -----------   ------------

Balance at December 31, 2003                  1,350,000  $ 5,400,000    $15,930,481   $ 1,952,052   $   677,158   $         --
                                            ===========  ===========    ===========   ===========   ===========   ============
</TABLE>


<TABLE>
<CAPTION>


                   ASHCROFT HOMES CORPORATION AND SUBSIDIARIES
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                                  (CONTINUED)



                                                                            Stock
                                                        Accumulated      Subscription
                                                          Deficit         Receivable      Total
                                                      ---------------   ------------  -----------
<S>                                                    <C>              <C>           <C>
Balance at December 31, 2001                           $      657,314   $        --   $   892,689
Issuance of common stock for settlement of
 accounts payable                                                  --            --       690,459
Sale of common stock                                               --            --         4,000
Contributions                                                      --            --        32,664
Distributions                                                (245,439)           --      (245,439)
Net loss                                                     (601,735)           --      (656,203)
                                                       --------------   -----------   -----------

Balance at December 31, 2002                                 (189,860)           --       718,170
Issuance of common stock for interest                              --            --       106,400
Issuance of common stock for services                              --            --       200,000
Issuance of stock to employees                                     --            --        50,000
Sale of common stock                                               --       (60,000)      559,000
Issuance of common stock in connection                                                         --
with the purchase of notes receivable                              --            --       350,000
Issuance of stock warrants for services                            --            --       291,402
Share repurchase                                                   --            --       (25,000)
Related party debt forgiveness                                     --            --       145,000
Issuance of series A preferred stock in
  connection with the recapitalization
  transaction                                              (5,029,772)           --       370,228
Recapitalization                                                   --            --       (15,622)
Net loss                                                   (8,133,837)           --    (8,133,837)
                                                       --------------   -----------   -----------

Balance at December 31, 2003                           $  (13,353,469)  $   (60,000) $ (5,384,259)
                                                       ==============   ===========   ===========


</TABLE>





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



                                      F-7

<PAGE>
<TABLE>
<CAPTION>

                   ASHCROFT HOMES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002




                                                                                    2003           2002
                                                                               -------------  -------------
<S>                                                                              <C>            <C>
Cash Flows From Operating Activities:
  Net loss before minority interest                                              $ (8,269,794)  $   (993,094)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
     Depreciation and amortization                                                    262,857        258,273
     Impairment loss                                                                  242,815             --
     Common stock and stock warrants issued for services                              491,402             --
     Common stock issued to employees                                                  50,000             --
     Common stock issued for interest expense                                         106,400             --
     Related entity liability forgiveness                                             145,000             --
     Changes in assets and liabilities:
       Accounts receivable                                                            308,949         49,305
       Receivables from related entities                                            1,193,647       (329,547)
       Income taxes receivable                                                         52,191       (132,448)
       Homes under construction                                                     2,787,371     10,682,588
       Development projects in progress                                             2,124,921      4,610,242
       Deposits                                                                       411,528         18,947
       Long-term investments                                                          (44,826)       (38,336)
       Prepaid expenses and other                                                     669,077       (329,530)
       Accounts payable and accrued liabilities                                     2,606,551       (669,631)
       Customer deposits                                                              292,978       (131,859)
       Deferred income                                                               (237,535)       390,332
       Accrued expenses, related entities                                              86,003        230,997
       Accrued warranty costs                                                        (106,906)      (789,195)
                                                                                 ------------   ------------

         Net Cash Provided By Operating Activities                                  3,172,629     12,827,044
                                                                                 ------------   ------------

Cash Flows From Investing Activities:
 Notes receivable                                                                    (615,000)       (85,000)
 Purchase of equipment                                                                     --         (7,416)
                                                                                 ------------   ------------

       Net Cash (Used) By Investing Activities                                       (615,000)       (92,416)
                                                                                 ------------   ------------

Cash Flows From Financing Activities:
  Repayment of leases                                                                      --        (25,262)
  Proceeds from notes payable                                                      13,691,421     21,421,190
  Repayment of notes payable                                                      (16,501,321)   (33,263,950)
  Debt issue costs                                                                    (32,227)            --
  Proceeds from notes payable, related entities                                     2,231,730      1,618,346
  Repayment of notes payable - related entities                                    (3,023,949)    (2,094,710)
  Bank overdraft                                                                      209,818             --
  Distributions to stockholders                                                            --       (245,439)
  Contributions of equity to LLC                                                           --         32,664
  Sale of common stock                                                                559,000          4,000
  Repurchase of common stock                                                          (25,000)            --
  Distributions to minority interest members                                               --       (228,650)
  Contributions from minority interest members                                             --         50,750
                                                                                 ------------   ------------

       Net Cash (Used) By Financing Activities                                     (2,890,528)   (12,731,061)
                                                                                 ------------   ------------

       Net Increase (Decrease) in Cash and Cash Equivalents                          (332,899)         3,567

       Cash and Cash Equivalents at Beginning of Year                                 490,760        487,193
                                                                                 ------------   ------------

       Cash and Cash Equivalents at End of Year                                  $    157,861   $    490,760
                                                                                 ============   ============

</TABLE>




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




                                      F-8
<PAGE>
<TABLE>
<CAPTION>
                   ASHCROFT HOMES CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                                  (CONTINUED)

                                                                                      2003           2002
                                                                                 ------------   ------------
<S>                                                                              <C>            <C>
Supplemental Disclosure of Cash Flow Information:
 Cash paid during the year for:
  Interest                                                                       $  2,699,425   $  1,250,248
  Income taxes                                                                             --             --

Supplemental Disclosure of Noncash Investing and
 Financing Activities:
  Common stock issued in connection with purchase of note receivable                  350,000             --
  Common stock issued in connection with purchase of real estate                      575,000             --
  Redeemable common stock issued in connection with the purchase of real estate       270,000             --
  Issuance of Series A preferred stock in connection with the
   recapitalization transaction                                                       370,228             --

</TABLE>






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



                                      F-9
<PAGE>





                   ASHCROFT HOMES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Organization and Summary of Significant Accounting Policies Organization
   ------------------------------------------------------------------------
     Ashcroft Homes Corporation and subsidiaries (collectively referred to as
     the "Company" or "Ashcroft") designs, builds and sells single-family homes
     in Colorado, principally in the Denver, Colorado Springs and Fort Collins
     metropolitan and surrounding areas. The Company is also engaged in
     residential land development throughout Colorado.

     The Company currently offers its homes, designed principally for the
     "move-up" and relocation market segments, under the "Ashcroft Homes" and
     "Tesoro Homes" brand names. Typically, Ashcroft homes range in size from
     1,800 square feet to over 4,500 square feet and range in price from
     $400,000 to $700,000, with an average sales price of $500,000. Tesoro
     custom homes range in size from 2,800 square feet to over 4,000 square feet
     and range in price from $400,000 to $500,000, with an average sales price
     of $450,000.

   Basis of Presentation
   ---------------------
     The accompanying consolidated financial statements have been prepared on a
     going concern basis, which contemplates the realization of assets and the
     satisfaction of liabilities in the normal course of business. The financial
     statements do not include any adjustments relating to the recoverability
     and classification of recorded asset amounts or the amount and
     classification of liabilities that might be necessary should the Company be
     unable to continue as a going concern. The Company's continuation as a
     going concern is dependent upon its ability to generate sufficient cash
     flow to meet its obligations on a timely basis, to obtain additional
     financing as may be required, and to increase sales to a level where the
     Company becomes profitable. Additionally, the Company has experienced
     extreme cash liquidity shortfalls from operations.

     The Company's continued existence is dependent upon its ability to achieve
     its operating plan. Management's plan includes the following:

     o    In 2004 the Company completed an offering of convertible debt, see
          Note 16.

     o    Continued marketing and management of real property sales.

     o    Real property refinancing which will result in reduced interest
          expense and carrying costs.

     o    Property specific divestment and sales of certain real property assets
          to non-related parties.

     o    Procurement of new projects for future construction and development.

     o    Reduction of general and administrative expenses, and

     o    Continued business development of additional revenue centers.

     If management cannot achieve its operating plan because of sales shortfalls
     or other unfavorable events, the Company may find it necessary to dispose
     of assets, or undertake other actions as may be appropriate.

   Principles of Consolidation
   ---------------------------
     The accounts of Ashcroft, its wholly owned subsidiaries and its majority
     owned and controlled subsidiaries and partnerships are consolidated in the
     accompanying financial statements. All entities in which Ashcroft owns a
     majority voting interest are consolidated. All material intercompany
     transactions have been eliminated.

   Segment Reporting
   -----------------
     The Company's homebuilding operations conducted across several metropolitan
     areas of the state of Colorado have similar characteristics; therefore,
     they have been aggregated into one reportable segment--the homebuilding
     segment.

   Accounts Receivable
   -------------------
     The Company grants credit to all qualified customers. Accounts receivable
     are carried at cost less an allowance for doubtful accounts, if an
     allowance is deemed necessary. The Company does not accrue finance or
     interest charges. On a periodic basis, the Company evaluates its accounts
     receivable and determines the requirement for an allowance for doubtful
     accounts, based on history of past write-offs, collections and current
     credit conditions. A receivable is written off when it is determined that
     all collection efforts have been exhausted. The balance in the allowance
     for doubtful accounts as of December 31, 2003 and 2002 is zero.

   Real Estate Inventories
   -----------------------
     Real estate inventories consist principally of homes under construction,
     land under development and improved lots. Inventories to be held and used
     are stated at cost, unless a community is determined to be impaired, in
     which case the impaired inventories are written down to fair value.
     Long-lived assets are reviewed for impairment whenever events or changes in
     circumstances indicate that the carrying amount of an asset may not be
     recoverable. Recoverability of assets is measured by comparing the carrying
     amount of an asset to future undiscounted net cash flows expected to be
     generated by the asset and sales of comparable assets. Inventories to be
     disposed of are stated at either the lower of cost or fair value less cost
     to sell and are reported net of valuation reserves. Write-downs of impaired
     inventories to fair value are recorded as adjustments to the cost basis of
     the respective inventory. Valuation reserves related to inventories to be
     disposed of amounted to $210,000 at December 31, 2003. The net carrying
     values of the related inventories amounted to $1,520,000 at December 31,
     2003. Costs of inventory include direct costs of land and land development;
     material acquisition; home construction; and related direct overhead
     expenses. The costs of acquiring and developing land and constructing
     certain related amenities are allocated to the parcels to which these costs
     relate. Interest and taxes are capitalized during the land development
     stage. The amount of interest capitalized during the year ended December
     31, 2003 was approximately $2,170,000.


                                      F-10
<PAGE>

                   ASHCROFT HOMES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Organization and Summary of Significant Accounting Policies (Continued)
   Investments
   ----------------------------------------------------------------------
     Ashcroft has a 33% ownership interest in Brookwood, LLC ("Brookwood"). In
     October of 2003, a member of Ashcroft's board of directors, who was also a
     33% member of Brookwood, resigned from the Company's board. As a result of
     this event, the Company lost its ability to exercise significant influence
     over the management of Brookwood, and therefore is required to
     deconsolidate the accounts of Brookwood from those of the Company, with the
     Company's 33% interest in Brookwood accounted for by the equity method. The
     change in the method for accounting for the investment in Brookwood did not
     have an affect on the net loss for the years ended December 31, 2003 or
     2002.

     The carrying value of the Company's investment at December 31, 2003
     approximates the Company's underlying equity in the net assets of
     Brookwood. Brookwood's assets and liabilities totaled approximately
     $5,600,000 and $5,240,000, respectively, as of December 31, 2003.
     Brookwood's revenues and net income was approximately $2,360,000 and
     $130,000, respectively for the year ended December 31, 2003, and $900,000
     and $320,000, respectively for the year ended December 31, 2002.

   Property and Equipment
   ----------------------
     Property and equipment, which includes model home furnishings, are carried
     at cost less accumulated depreciation and amortization. Depreciation is
     provided for using the straight-line method over the estimated useful lives
     of 3-7 years. Maintenance and repairs are charged to expense as incurred.
     When assets are retired or otherwise disposed of, the property accounts are
     relieved of costs and accumulated depreciation and any resulting gain or
     loss is credited or charged to operations. Depreciation of property and
     equipment charged to operations was approximately $150,000 and $240,000 for
     the years ended December 31, 2003 and 2002, respectively.

   Intangible Assets
   -----------------
     Debt issuance costs are being amortized using the straight-line method over
     the term of the notes, which approximates the effective interest method.
     The balance in debt issuance costs and the related accumulated amortization
     as of December 31, 2003 was approximately $32,000 and $2,000, respectively.
     Estimated aggregate amortization expense relating to existing debt issuance
     costs is $30,000 in 2004.

     Goodwill is considered to have an indefinite life, and therefore, it is not
     amortized, but instead is tested for impairment at least annually.

     Due to increased competition and excessive construction related costs, the
     Company has decided to allow operations in Fort Collins to wind down.
     Therefore, the Company determined that the value of the goodwill relating
     to the Fort Collins operations is impaired and accordingly reserved for the
     entire balance, recording an impairment loss of approximately $33,000
     during the year ended December 31, 2003.

   Revenue Recognition
   -------------------
     Revenues are recognized when home and land sales are closed, title and
     possession are transferred to the buyer, and collection is reasonably
     assured.

   Service Liabilities
   -------------------
     Service, warranty and completion costs are estimated and accrued at the
     time a home closes.



                                      F-11
<PAGE>

                   ASHCROFT HOMES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1. Organization and Summary of Significant Accounting Policies (Continued)
   Stock-Based Compensation
   -----------------------------------------------------------------------
     The Company adopted Statement of Financial Accounting Standard ("SFAS") No.
     123, "Accounting for Stock-Based Compensation". The Company will continue
     to measure compensation expense for its stock-based employee compensation
     plans using the intrinsic value method prescribed by APB Opinion No. 25,
     "Accounting for Stock Issued to Employees" and related interpretations in
     accounting for its plans and does not recognize compensation expense for
     its stock-based compensation plans other than for options granted to
     non-employees. As of December 31, 2003 the Company has not granted any
     employee stock options.

   Long-Lived Assets
   -----------------
     When facts and circumstances indicate that the cost of long-lived assets
     may be impaired, an evaluation of the recoverability is performed by
     comparing the carrying value of the assets to the estimated undiscounted
     future cash flows. A forecast showing lack of long-term profitability, a
     significant decline in market share, and a current period operating or cash
     flow loss combined with a history of operating or cash flow losses are
     conditions, among others, that would trigger an impairment assessment of
     the carrying amount of enterprise goodwill.

     Upon indication that the carrying value of such assets may not be
     recoverable, the Company recognizes an impairment loss by a charge against
     current operations. If there is an impairment, an impairment charge would
     be determined by comparing the carrying amount of the assets to the
     applicable estimated future cash flows, discounted at a risk-adjusted rate
     or market appraisals. In addition, the remaining amortization period for
     the impaired asset would be reassessed and revised if necessary.

   Comprehensive Income
   --------------------
     Comprehensive income consists of net income (loss) and other gains and
     losses affecting stockholders' equity that, under accounting principles
     generally accepted in the United States of America are excluded from net
     income (loss). Such items consist primarily of unrealized gains and losses
     on marketable equity securities and foreign translation gains and losses.
     The Company has not had any such items in the prior two years and,
     consequently, net income (loss) and comprehensive income (loss) are the
     same.

   Income Taxes
   ------------
     The Company files a consolidated federal income tax return. Certain items
     of income and expense are included in one period for financial reporting
     purposes and in another for income tax purposes. Deferred income taxes are
     provided in recognition of these differences. Deferred tax assets and
     liabilities are determined based on enacted tax rates and are subsequently
     adjusted for changes in these rates. A change in deferred tax assets or
     liabilities results in a charge or credit to deferred income tax expense.

   Advertising
   -----------
     The Company advertises primarily through print media. The Company's policy
     is to expense advertising costs, including production costs, as incurred.
     Advertising expense was approximately $60,000 and $130,000 for the years
     ended December 31, 2003 and 2002, respectively.

   Net Loss Per Basic and Diluted Share of Common Stock
   ----------------------------------------------------
     Basic earnings per share is calculated by dividing net loss for the year by
     the weighted average number of common shares outstanding during the period.
     Diluted earnings per share is calculated by dividing net loss for the year
     by the weighted average number of common shares outstanding during the
     period, increased by the dilutive potential common shares ("dilutive
     securities") that were outstanding during the period. Dilutive securities
     include outstanding




                                      F-12
<PAGE>



                   ASHCROFT HOMES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




1. Organization and Summary of Significant Accounting Policies (Continued)
   Net Loss Per Basic and Diluted Share of Common Stock (Continued)
   -----------------------------------------------------------------------
     stock options and warrants. Dilutive securities relating to stock options
     and warrants are included in the calculation of diluted earnings per share
     using the treasury stock method.

     The schedule below summarizes the elements included in the calculation of
     basic and diluted net loss per share for the years ended December 31, 2003
     and 2002. For the years ended December 2003 and 2002 warrants to purchase
     200,000 and -- common shares, respectively were excluded from the
     calculations of diluted net loss per share, as their effect would have been
     antidilutive.

<TABLE>
<CAPTION>

                                                                  2003           2002
                                                                  ----           ----
       <S>                                                   <C>            <C>
       Net loss                                              $ (8,133,837)  $   (656,203)
                                                             ============   ============

       Weighted-average common shares outstanding:
       Weighted average common shares outstanding - Basic      14,671,144      6,832,413

       Dilutive securities                                             --             --
                                                             ------------   ------------

       Weighted-average common shares outstanding - Diluted    14,671,144      6,832,413
                                                             ============   ============

       Net loss per basic and diluted share of
       common stock                                          $      (0.55)  $      (0.10)

       </TABLE>


   Cash and Cash Equivalents
   -------------------------
     For purposes of the statements of cash flows, the Company considers all
     highly liquid investments with a maturity of three months or less at the
     date of purchase to be cash equivalents.

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

   Recently Issued Accounting Standards
   ------------------------------------
     In July 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
     No. 146, Accounting for Costs Associated with Exit or Disposal Activities,
     which replaces Emerging Issues Task Force ("EITF") Issue No. 94-3,
     Liability Recognition for Certain Employee Termination Benefits and Other
     Costs to Exit an Activity (Including Certain Costs Incurred in a
     Restructuring). The new standard requires companies to recognize costs
     associated with exit or disposal activities when they are incurred rather
     than at the date of a commitment to an exit or disposal plan. The statement
     is to be applied prospectively to exit or disposal activities initiated
     after December 31, 2002. The Company adopted SFAS No. 146 on January 1,
     2003, which did not result in any impact on the Company's financial
     position or results of operations.

     In November 2002, the FASB issued Financial Interpretation No. (FIN) 45,
     Guarantor's Accounting and Disclosure Requirements for Guarantees,
     Including Indirect Guarantees of



                                      F-13
<PAGE>

                   ASHCROFT HOMES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Organization and Summary of Significant Accounting Policies (Continued)
   Recently Issued Accounting Standards (Continued)
   -----------------------------------------------------------------------
     Indebtedness of Others. Among other things, the Interpretation requires
     guarantors to recognize, at fair value, their obligations to stand ready to
     perform under certain guarantees. FIN 45 became effective for guarantees
     issued or modified on or after January 1, 2003 and had no effect on the
     Company's financial position or results of operations.

     In January 2003, the FASB issued FIN 46, Consolidation of Variable Interest
     Entities. In general a variable entity is a corporation, partnership,
     trust, or any other legal structure used for business purposes that either
     (a) does not have equity investors with voting rights or (b) has equity
     investors that do not provide sufficient financial resources for the entity
     to support its activities. FIN 46 requires a variable interest entity to be
     consolidated by a company if that company is subject to a majority of the
     risk of loss from the variable interest entity's activities or entitled to
     receive a majority of the entity's residual returns or both. The
     consolidation requirements of FIN 46 apply immediately to variable interest
     entities created after January 31, 2003. The consolidation requirements
     apply to transactions entered into prior to February 1, 2003 in the first
     fiscal year or interim period beginning after June 15, 2003, which was
     subsequently delayed until the fourth quarter of 2003 and then various
     dates in 2004 and 2005. Certain of the disclosure requirements apply in all
     financial statements issued after January 31, 2003, regardless of when the
     variable interest entity was established. The Company has not determined
     the impact of the Interpretation on the Company's financial position or
     results of operations.

     In April 2003, the FASB issued SFAS No.149, Amendment of Statement 133 on
     Derivative Instruments and Hedging Activities, which amends and clarifies
     accounting for derivative instruments, including certain derivative
     instruments embedded in other contracts, and for hedging activities under
     SFAS No.133. The Statement is effective (with certain exceptions) for
     contracts entered into or modified after June 30, 2003. The adoption of
     this Statement had no effect on the Company's financial position or results
     of operations.

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
     Instruments with Characteristics of both Liabilities and Equity. It
     requires that an issuer classify a financial instrument that is within its
     scope as a liability (or an asset in some circumstances). It is effective
     for financial instruments entered into or modified after May 31, 2003, and
     otherwise is effective at the beginning of the first interim period after
     June 15, 2003. The adoption of SFAS No. 150 on July 1, 2003 had no effect
     on the Company's financial position or results of operations.

     In December 2003, the Securities and Exchange Commission ("SEC") released
     Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition. SAB No. 104
     revises or rescinds portions of the interpretive guidance related to
     revenue recognition included in Topic 13 of the codification of the staff
     accounting bulletins. SAB No. 104 became effective when issued, and
     adoption by the Company did not have a material impact on its financial
     position or results of operations.

   Reclassifications
   -----------------
     Certain prior period amounts have been reclassified to conform with the
     current period presentation.


                                      F-14

<PAGE>

                   ASHCROFT HOMES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



2. Inventories
   -----------
     Inventories consist of the following as of December 31, 2003:


       Homes under construction                                    $ 9,762,158
       Development projects in progress                             10,897,964
                                                                   -----------

       Total                                                       $20,660,122
                                                                   ===========


3. Property and Equipment
   ----------------------
     Property and equipment consists of the following as of December 31, 2003:


       Office equipment                                           $   367,097
       Leasehold improvements                                             789
       Furniture and fixtures                                         343,210
       Model furnishings and sales center costs                       417,474
                                                                  -----------
                                                                    1,128,570
       Less accumulated depreciation                               (1,004,563)
                                                                  -----------

       Net Property and Equipment                                 $   124,007
                                                                  ===========

<TABLE>
<CAPTION>

4. Notes Payable
   -------------
     Notes payable consists of the following as of December 31, 2003:
<S>                                                                            <C>
       Various notes with several individuals and other lending
       entities for lot purchases and construction of homes with
       interest rates ranging from 6% to 25%; payment terms ranging
       from $3,000 monthly to lump sum payments due at maturity
       dates which range from December 2001 to December 2004; the
       majority of these notes are collateralized by Deeds of
       Trust. Notes with balances totaling $851,953 are in default
       as of December 31, 2003.                                                $   1,261,953

       Various notes with several lenders for lot purchases and
       construction of homes with interest rates ranging from 4.5%
       to 25% per annum; payment terms ranging from $2,695 monthly
       to lump sum payments due at maturity dates which range from
       April 2002 to April 2006; the majority of these notes are
       collateralized by the related homes that are being built or
       lots that are being purchased. Notes with balances totaling
       $6,018,472 are in default as of December 31, 2003.                      $  18,316,763




                                      F-15
<PAGE>
                   ASHCROFT HOMES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



4. Notes Payable (Continued)
   -------------------------
       Various notes with several vendors for accounts payable
       converted to notes with interest rates ranging from 5% to
       21% per annum; interest and principal due at maturity
       ranging from July 2002 to April 2004; the majority of these
       notes are collateralized by Deeds of Trust. Notes with
       balances totaling $194,918 are in default as of December
       31, 2003.                                                               $    663,688
                                                                               ------------

       Total Notes Payable                                                     $  20,242,404
                                                                               =============

     Substantially all of the above notes are guaranteed by the Company's Chief
     Executive Officer and other members of management.

     See summary of notes payable maturities at the bottom of Note 5.

</TABLE>


<TABLE>
<CAPTION>
5. Due to Related Entities
   -----------------------
       Balances due to related entities as of December 31, 2003 are as follows:
<S>                                                                            <C>
       Various notes due to related entities consisting of the
       Company's principal members of management and entities under
       their control, with interest rates ranging from 6% to 45%
       per annum; payment terms ranging from $2,500 per month to
       interest and principal due at maturity; maturity dates
       ranging from October 1999 to July 2003; some payables are
       unsecured, others are collateralized by various Deeds of
       Trust and other assets of the Company.                                  $  1,078,218

       Non-interest bearing advanced from related parties,
       due on demand.                                                                28,016
                                                                               ------------
       Total Due to Related Entities                                           $  1,106,234
                                                                               ============

       Some of the above related entity debt is guaranteed by the Company's
       Chief Executive Officer.
</TABLE>

       The following schedule summarizes the maturities of notes payable and
       amounts due to related entities:


                                Notes         Due to Related
                               Payable           Entities             Total
                            -----------       --------------      -----------
       2004                 $19,772,465        $ 1,106,234        $20,878,699
       2005                     454,711                 --            454,711
       2006                      15,228                 --             15,228
                            -----------        -----------        -----------

       Totals               $20,242,404        $ 1,106,234        $21,348,638
                            ===========        ===========        ===========





                                      F-16
<PAGE>



                   ASHCROFT HOMES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6. Income Taxes
   ------------
     The provision (benefit) for income taxes reconciles to the amount computed
     by applying the federal statutory rate to income before the provision
     (benefit) for income taxes as follows:

                                                             2003     2002
                                                             ----     ----

     Federal statutory rate                                  (34) %   (34) %
     State income taxes, net of federal benefits              (3)      (4)
     Valuation allowance                                      37       38
                                                           -------  -------

     Total                                                    --  %    --  %
                                                           =======  =======



     Significant components of deferred income taxes as of December 31, 2003 are
     as follows:


     Net operating loss carryover                                 $ 2,925,000
     Stock compensation expense                                       108,000
     Inventory impairment                                              78,000
     Property and equipment                                            69,000
     Accrued warranty costs                                            78,000
     Other                                                             10,000
                                                                  -----------
     Total Deferred Tax Asset                                       3,268,000
     Less valuation allowance                                      (3,268,000)
                                                                  -----------

     Net Deferred Tax Asset                                       $        --
                                                                  ===========


     The Company has assessed its past earnings history and trends, sales
     backlog, budgeted sales, and expiration dates of carryforwards and has
     determined that it is more likely than not that no deferred tax assets will
     be realized. The valuation allowance of $3,268,000 is maintained on
     deferred tax assets which the Company has not determined to be more likely
     than not realizable at this time. The net change in the valuation allowance
     for deferred tax assets was an increase of $3,086,000. The Company will
     continue to review this valuation allowance on a quarterly basis and make
     adjustments as appropriate.

     At December 31, 2003, the Company had federal and state net operating loss
     carryforwards of approximately $8,100,000. Such carryforwards expire in the
     years 2022 through 2023.

7. Preferred Stock
   ---------------
     The authorized preferred stock of the Company consists of 10,000,000
     shares, no par value. The preferred stock may be issued in separate series
     from time to time as the Board of Directors of the Company may determine by
     resolution, unless the nature of a particular transaction and applicable
     statutes require shareholder approval. The rights, preferences and
     limitations of each series of preferred stock may differ, including without
     limitation, the rate of dividends, method and nature of payment of
     dividends, terms of redemption, amounts payable on liquidation, sinking
     fund provisions (if any), conversion rights (if any), and voting rights.




                                      F-17
<PAGE>



                   ASHCROFT HOMES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



7. Preferred Stock (Continued)
   Series A Preferred Stock
   ---------------------------
     The Company issued 1,350,000 shares of 7% Series A preferred stock
     convertible at $4 per share to an equal number of shares of common stock.
     The holders of the preferred stock converted approximately $370,000 of net
     debt to equity at the time of the recapitalization discussed below. Holders
     of the Preferred Stock are entitled to receive a cumulative dividend of
     seven percent (7%) per annum, payable quarterly in arrears beginning June
     30, 2003 and continuing until the Preferred Stock is redeemed or converted.
     In the event that the dividends are not paid in any period, those dividends
     accumulate and must be paid prior to dividends on the common stock or any
     other class of stock junior to the Preferred Stock. Subsequently, the
     accrued and future dividends were waived pursuant to an amendment to the
     employment agreement with the Company's Chief Executive Officer.

   Series B Preferred Stock
   ------------------------
     In connection with an amendment to the articles of incorporation of the
     Company, the Company authorized 200,000 shares of no par, Series B
     Convertible Preferred Stock. The shares are convertible into an equal
     number of shares of the Company's common stock at a price of $4.00 per
     share. The holders of such preferred shares are entitled to receive
     cumulative cash dividends equal to 7% of the issue price per share, payable
     quarterly, in arrears, commencing upon issuance. No Series B Preferred
     shares were issued or outstanding as of December 31, 2003.

8. Stockholders' Equity
   Employment Agreements
   ---------------------
     In April 2003, in connection with employment agreements with the Company's
     former Chief Financial Officer and Chief Executive Officer, the Company
     issued 250,000 shares of the Company's restricted common stock to each
     individual and sold an additional 50,000 shares, each, of the Company's
     restricted common stock for $.50 per share. In July 2003, mutual separation
     agreements were entered into between these two individuals and the Company.
     In connection with these agreements, the Company agreed to repurchase the
     50,000 shares, each, for $.50 per share and the employees agreed to return
     the 250,000 shares, each, to the Company. Instead, 300,000 shares were sold
     by the individual to a related party for $25,000, rather than being
     repurchased by the Company.

   Redeemable Common Stock
   -----------------------
     In July 2003, an individual note holder executed a reaffirmation agreement
     (the "Agreement") with the Company, whereby the Company, in consideration
     for a reduction in the balance owed to the note holder for principal and
     accrued interest through the date of the agreement, agreed to installment
     payments totaling $121,200 by June 1, 2004, and issue 270,000 shares of the
     Company's restricted common stock. Pursuant to the Agreement, the Company
     may be required, at the discretion of the note holder, to repurchase all or
     part of these shares at $1.00 per share on August 15, 2004. These shares
     have, therefore, been recorded as redeemable common stock, valued at
     $270,000, based upon the repurchase option price.

     In August 2003, the Company purchased a house from Casablanca Homes, LLC (a
     company controlled by a member of the Company's board of directors) in
     exchange for 1,200,000 shares of the Company's common stock valued at
     $575,000 (approximately $.48 per share). The value of the home was recorded
     at $575,000 based upon an independent appraisal. Beginning 12 months after
     the closing and ending 36 months after the closing, Casablanca has the
     option to require the Company to repurchase the shares for a price of $.48
     per share. If the Company fails to pay the full exercise price, the price
     per share will increase to $.576 per share and the Company will be required
     to pay interest of 20% per year on the unpaid exercise price. The Company
     has recorded the common stock underlying Casablanca's option as



                                      F-18
<PAGE>


                   ASHCROFT HOMES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8. Stockholders' Equity (Continued)
   Redeemable Common Stock
   --------------------------------
     redeemable common stock valued at $575,000, based upon the option
     repurchase price. The Company is required to place in escrow the following:

     a.   $125,000 upon sale of the home to an unaffiliated purchaser.

     b.   $204,000 upon funding of construction loans of three lots to be owned
          by Ashcroft/Plum Creek, LLC.

     c.   Funds that would be received from the Company as distributions from
          Ashcroft/Plum Creek, LLC until the escrow amount equals $575,000.

     Casablanca can draw down the escrow account by returning shares of the
     Company at a purchase price of $.48.

     Subsequent to purchasing the house from Casablanca, the Company sold the
     house to its chief executive officer for $575,000, paid in the form of
     approximately $360,000 cash and reduction of indebtedness to the chief
     executive officer of $215,000.

     Subsequent to December 31, 2003, the chief executive officer sold the home
     to an unaffiliated third-party, thereby triggering the escrow funding
     requirement of $125,000. A portion of the escrow was funded with the
     proceeds from the sale of the home by the chief executive officer; the
     remainder will be funded by the Company.

   Interest Settlement
   -------------------
     In April 2003, the Company issued 121,600 shares of its common stock valued
     at $30,400 for interest due on a note that matured upon the closing of a
     certain home and the release of additional collateral.

     In December 2003, the Company issued an additional 47,500 shares of its
     common stock valued at $76,000 in connection with its default on the terms
     of a specific note payable agreement.

9. Stock Options and Warrants
   2000 Stock Option Plan
   --------------------------
     In July 2000, the Company's board of directors adopted, subject to
     stockholder approval, a stock option plan, which provides for the grant to
     employees, officers, directors and consultants of options to purchase up to
     an aggregate of 500,000 shares of common stock. No options have been
     granted under the plan.

   Compensation Expense
   --------------------
     The Company recorded compensation expense of approximately $290,000 and $--
     for the years ended December 31, 2003 and 2002, respectively for the value
     of certain options granted to non-employees of the Company. The valuation
     of the options and warrants granted to employees is based on the difference
     between the exercise price and the market value of the stock on the
     measurement date. The valuation of the options granted to non-employees is
     estimated using the Black-Scholes option pricing model.






                                      F-19
<PAGE>




                   ASHCROFT HOMES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


10.Commitments and Contingencies
   Leases
   -----------------------------
     The Company leases office space in Denver and a model home in Colorado
     Springs under operating leases. Future minimum lease payments under
     non-cancelable operating leases as of December 31, 2003 are as follows:


       2004                                                          $375,744
       2005                                                           231,948
       2006                                                           184,736
       2007                                                            30,789
                                                                     --------

       Total                                                         $823,217
                                                                     ========


     Rental expense charged to operations was $300,000 and $390,000 for the
     years ended December 31, 2003 and 2002, respectively.

   Officer Indemnification
   -----------------------
     Under the organizational documents, the Company's officers, employees, and
     directors are indemnified against certain liability arising out of the
     performance of their duties to the Company. The Company's maximum exposure
     under these arrangements is unknown as this would involve future claims
     that may be made against the Company that have not yet occurred. However,
     based on experience, the Company expects the risk of loss to be remote.

   Litigation
   ----------
     The Company is involved in various product liability claims; government
     investigations; and other legal proceedings that arise from time to time in
     the ordinary course of business. The Company does not believe any of them
     will have a material adverse affect on the Company's financial position or
     results of operations. Litigation is inherently unpredictable, and
     excessive verdicts do occur. Although the Company believes it has valid
     defenses in these matters, the Company could in the future incur judgments
     or enter into settlements of claims that could have a material adverse
     affect on the Company's financial position or results of operations in any
     particular period.

11. Related Party Transactions
    --------------------------
     During the year the Company made advances to a related entity, in which the
     Company is a 33% owner. The balance due to the Company as of December 31,
     2003 is approximately $98,000.

     The Company made advances to other related entities, related through common
     ownership. The balance due as of December 31, 2003 is approximately
     $59,000.

12. Employee Benefit Plan
    ---------------------
     Effective January 1, 1995, the Company adopted a 401(K) Profit Sharing Plan
     for employees. The Company shall make a matching contribution for each
     employee in an amount equal to 25% of each employees' Salary Reduction
     Contributions for the Plan year of up to 8% of the employees compensation
     for the Plan year. The Company made matching contributions of approximately
     $5,400 and $11,300 for the years ended December 31, 2003 and 2002,
     respectively. Each employee shall be fully vested at all times in their
     contribution and the Company's matching contributions vest over a seven
     year period.




                                      F-20
<PAGE>


                   ASHCROFT HOMES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



 13.  Concentration of Credit Risk
      ----------------------------
          The Company's financial instruments that are exposed to concentrations
          of credit risk consist of cash, including money market accounts and
          receivables.

          The Company invests its cash in banks with high credit ratings;
          however, certain account balances during the periods have been
          maintained at levels in excess of federally insured limits.

          The Company's receivables are primarily due from shareholders and
          affiliated entities and amounts due from title companies. As a
          consequence, the Company's management believes that concentrations of
          credit risk are limited and the Company has not experienced a loss in
          such accounts.

          The Company's operations are from home building and land development
          and are concentrated in Colorado along the front range of the Rocky
          Mountains, ranging from Colorado Springs to Fort Collins. Therefore,
          the Company is exposed to economic conditions affecting that region,
          which may not affect other regions in the United States of America.

14.  Fair Value of Financial Instruments
     -----------------------------------
          Disclosures about Fair Value of Financial Instruments for the
          Company's financial instruments are presented in the table below.
          These calculations are subjective in nature and involve uncertainties
          and significant matters of judgment and do not include income tax
          considerations. Therefore, the results cannot be determined with
          precision and cannot be substantiated by comparison to independent
          market values and may not be realized in actual sale or settlement of
          the instruments. There may be inherent weaknesses in any calculation
          technique, and changes in the underlying assumptions used could
          significantly affect the results.

          The following table presents a summary of the Company's financial
          instruments as of December 31, 2003:

                                                      Carrying         Estimated
                                                       Amount         Fair Value
                                                    -----------      -----------
           Financial Assets:
            Cash and cash equivalents               $   157,861      $   157,861
            Notes receivable                          1,050,000        1,050,000
           Financial Liabilities:
            Notes payable                            20,242,404               --
            Due to related entities                   1,106,234               --






          The carrying amounts for cash and cash equivalents, receivables,
          accounts payable and accrued expenses approximate fair value because
          of the short maturities of these instruments. It is not practicable to
          estimate the fair value of notes payable or amounts due to related
          entities, as instruments with common terms or entities with similar
          credit risk are not readily available.

15.  Recapitalization Transaction
     Exchange
     ----------------------------
          Effective April 3, 2003, Ashcroft Homes Corporation, formerly known as
          OneDentist Resources, Inc. ("ODRE"), acquired all of the outstanding
          stock and membership interests of the Company. The consideration
          issued by ODRE in connection with the exchange was 12,954,060
          shares of its no par value common stock and 1,350,000 shares of its
          Series A Convertible Preferred Stock ("Preferred Stock").



                                      F-21
<PAGE>


                   ASHCROFT HOMES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




15.  Recapitalization Transaction (Continued)
     Exchange (Continued)
     ----------------------------------------
          Simultaneously with closing of the transaction (the "Exchange"), the
          former sole executive officer and director of ODRE, resigned and was
          replaced as Chief Executive Officer and Director. As a result of the
          issuance of stock in the Exchange, as well as the change in the Board
          of Directors, the Company experienced a change in control. The
          acquisition has been treated as a reverse acquisition and a
          recapitalization of Ashcroft Homes Corporation for accounting and
          financial statement reporting purposes.

          Certain former shareholders or equity owners of the Company became the
          largest shareholders of the Company following closing of the Exchange.
          The Chief Executive Officer and his wife beneficially owned 6,488,601
          shares of common stock and 1,350,000 shares of Preferred Stock
          immediately following the exchange, representing a total of 49.32% of
          the outstanding common stock if the Preferred Stock were converted.
          They also own 100% of the Preferred Stock, entitling them to five
          votes for each share outstanding. Accordingly, they owned a total of
          62.17% of the outstanding voting stock of the Company immediately
          following the Exchange.

          The President of Stonegate Capital Corporation (an Ashcroft
          Subsidiary) is now the Executive Vice President and Principal
          Financial Officer of the Company and owns 1,197,707 shares, or 8.24%
          of the common stock, immediately following the exchange. The
          secretary/treasurer of Stonegate is now the Vice President of Finance
          of the Company and also owns 1,197,707 shares of the common stock. A
          former member of one of the Ashcroft Subsidiaries owns 750,000 shares
          of common stock, or greater than 5% of the common stock outstanding.
          Each of these individuals executed an employment contract with the
          Company.

          The consideration received by the Company in exchange for issuance of
          shares at the closing was the common stock or membership interests of
          the various Ashcroft Subsidiaries surrendered by former owners at the
          closing. Indirectly, the Company acquired all of the assets of those
          entities. The former shareholders or members of the corporate and
          limited liability company subsidiaries surrendered all of their
          ownership interests in the Ashcroft Subsidiaries for issuance of
          Company shares.

     Entities Acquired
     -----------------
          In connection with the Exchange, the Company indirectly acquired all
          of the assets and liabilities of the Ashcroft Subsidiaries, consisting
          generally of developed residential home lots, an inventory of homes in
          process, finished homes for sale and a library of home construction
          plans, and the accounts payable, loans and other liabilities. The
          following represents a complete list of the subsidiaries acquired by
          the Company, and the business engaged by each immediately prior to the
          Exchange:

          o    Ashcroft Homes of Colorado, Inc. (formerly, Ashcroft Homes, Inc.)
               - designs and constructs single family and low-density,
               multi-family housing along the front range of Colorado, from
               Colorado Springs to Fort Collins.

          o    Absolute Construction Services, LLC - provides construction
               management services to independent third parties.

          o    Peregrine Sanctuary, LLC - develops building lots in a single
               subdivision in Colorado Springs, Colorado.



                                      F-22
<PAGE>

                   ASHCROFT HOMES CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



15.  Recapitalization Transaction (Continued)
     Entities Acquired (Continued)
     ----------------------------------------
          o    Stonegate Capital Corporation - owns and manages a portfolio of
               construction loans secured by interests in real estate located in
               Colorado. The Company is marketing the real estate securing the
               loans.

          o    Tesoro Homes @ Tallyn's Reach, LLC - constructs a wide variety of
               homes in and around Denver, Colorado.

          o    West Gold Holdings, Inc. - a developer of residential lots for
               the Ashcroft Subsidiaries and some independent third parties.

16.  Subsequent Events
     Acquisition of Diversity Mortgage
     ---------------------------------
          In January 2004, the Company began negotiating the acquisition of 100%
          of the membership interest in Diversity Mortgage Group, LLP, a
          mortgage company and the personal goodwill of an individual who also
          brokers mortgages (collectively the "Seller"). Under the terms of the
          contemplated transaction, the Company will issue 100,000 shares of its
          restricted common stock in full consideration for the acquisition from
          the sellers.

     Contracts to Acquire Real Estate
     --------------------------------
          In April 2004, the Company executed a Contract for Purchase and Sale
          of Real Estate with Canterbury Development Company, LLC, whereby the
          Company has the option to purchase eight single-family residential
          lots located in Douglas County, Colorado. The option allows the
          Company to purchase these lots for approximately $95,000 per lot. The
          option expires on November 1, 2004, unless the Company closes on at
          least two lots prior to November 1, 2004, in which case, the option
          expires on October 31, 2005.

          In April 2004, the Company executed a Contract for Purchase and Sale
          of Real Estate with Canterbury Development Company, LLC, whereby the
          Company has the option to purchase twenty-two single-family
          residential lots located in Douglas County, Colorado. The option
          allows the Company to purchase these lots for approximately $75,000
          per lot. The option expires on November 1, 2004, unless the Company
          closes on at least six lots prior to November 1, 2004, in which case,
          the option expires on October 31, 2005.

     Convertible Debt
     ----------------
          In December 2003, the Company commenced a private placement to
          qualified investors under a Private Placement Memorandum (the
          "Memorandum") for the issuance of convertible promissory notes
          ("Convertible Notes"). Under the terms of the Memorandum, a minimum of
          $500,000 and a maximum of $2,000,000 of Convertible Notes are offered
          in the private placement. The Notes bear interest at a rate of 10% per
          annum, paid quarterly in arrears, and are convertible at any time at
          the holder's discretion into the Company's common stock at a price
          equal to the lesser of $1.00 per share or 80% of the average closing
          price of the common stock for the twenty trading days prior to the
          date the request for conversion is received by the Company. Pursuant
          to the terms of the contract with the underwriter, in consideration
          for facilitating the private placement, the Underwriter will receive
          commissions equal to 10% of the amount of Convertible Notes sold and
          one warrant per $10 of notes sold. Each warrant will entitle the
          underwriter to purchase one share of the Company's common stock at
          $1.00 per share at any time until December 31, 2005.



                                      F-23
<PAGE>