UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-KSB/A


(Mark One)

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934

                   For the fiscal year ended December 31, 2005

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

               For the transition period from ________ to ________

                        Commission file number 001-32528

                      SITEWORKS BUILDING & DEVELOPMENT CO.
                 (Name of small business issuer in its charter)

                Florida                                     58-2590047
     (State or other jurisdiction                        (I.R.S. Employer
   of incorporation or organization)                    Identification No.)

                  6464 NW 5th Way, Ft Lauderdale Florida 33309
               (Address of principal executive offices) (Zip Code)

Issuer's telephone number (954) 489-2961

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

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

                     Common Stock, $.001 par value per share
                     ---------------------------------------
                                (Title of class)

      Check whether the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. |_|

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (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 |_| No |X|.

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B 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. |_|

      Indicate by checkmark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes |X| No |_|

      The issuer's revenues for the fiscal year ended December 31, 2005 were
$130,158.00.

      As of May 16, 2006, the aggregate market value of the voting and
non-voting common equity held by non-affiliates of the issuer was approximately
$4,073,381.00

      As of May 16, 2006, the number of shares outstanding of the issuer's
common stock, $.001 par value per share, was 213,669,026.

      Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

<PAGE>

                                EXPLANATORY NOTE

      This Annual Report on Form 10-KSB/A contains revisions and corrections to
reports previously filed by Siteworks Building & Development Co. All such
revisions and amendments, including those in the financial statements for the
year ended December 31, 2005, are prominently identified throughout this Report.

<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                           Page
<S>               <C>                                                                       <C>
PART I.......................................................................................1

   ITEM 1.        DESCRIPTION OF BUSINESS....................................................1

   ITEM 2.        DESCRIPTION OF PROPERTY...................................................12

   ITEM 3.        LEGAL PROCEEDINGS.........................................................12

   ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......................12

PART II.....................................................................................13

   ITEM 5.        MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
                  AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES..................13

   ITEM 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.................16

   ITEM 7.        FINANCIAL STATEMENTS......................................................21

   ITEM 8.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE..................................................21

   ITEM 8A.       CONTROLS AND PROCEDURES...................................................21

   ITEM 8B.       OTHER INFORMATION.........................................................22

PART III....................................................................................23

   ITEM 9.        DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.........................23

   ITEM 10.       EXECUTIVE COMPENSATION....................................................24

   ITEM 11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                  AND RELATED STOCKHOLDER MATTERS...........................................27

   ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................28

   ITEM 13.       EXHIBITS..................................................................28

   ITEM 14.       PRINCIPAL ACCOUNTANT FEES AND SERVICES....................................29

SIGNATURES..................................................................................31

EXHIBIT INDEX...............................................................................32
</TABLE>


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<PAGE>

PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Forward-Looking Statements

         Statements contained in this annual report on Form 10-KSB/A (the "Form
10-KSB/A") that are not purely historical are forward-looking statements of
SiteWorks Building & Development Co. (the "Company" "we" "us") within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Examples of forward-looking statements include,
but are not limited to:

      o     projects of revenues, capital expenditures, growth, prospects,
            dividends, capital structure and other financial matters;

      o     statements of strategic plans and objectives of the Company's
            management or board of directors;

      o     statements regarding the Company's future economic performance;

      o     statements of assumptions underlying other statements and statements
            about the Company and its business relating to the future; and

      o     any statements using such words as "anticipate," expect," "may,"
            "project," "intend" or similar expressions.

         These forward-looking statements are based on the Company's current
expectations and beliefs concerning future developments and their potential
effects on the Company. There can be no assurance that future developments
affecting the Company will be those that the Company anticipates. These
forward-looking statements involve a number of risks, uncertainties (some of
which are beyond the Company's control) or other assumptions that may affect the
Company's ability to achieve its anticipated results and may cause actual
results or performance to be materially different from those expressed or
implied by such forward-looking statements. These risks and uncertainties
include, but are not limited to, the validity of the Company's issued shares of
stock; the Company's ability to continue as a going concern; the availability of
financing on terms acceptable to the Company; the management's ability to
implement the Company's business and growth strategy; the validity of the
underlying assumptions and estimates of projected costs and revenues on a
contract; and the management's ability to maintain an effective system of
internal control over financial reporting and disclosure controls and
procedures. For additional information regarding risks and uncertainties to
which the Company is subject, see "Risk Factors" included in Part I, Item I
"Description of Business" of this Form 10-KSB. The Company files annual,
quarterly and current reports and other information with the Securities and
Exchange Commission (the "SEC"). The Company undertakes no obligation to
publicly update or revise any forward-looking statements included in this Form
10-KSB, whether as a result of new information, future events or otherwise.

         Given the nature of the stock issued by the Company, the Company may be
unable to rely on the safe harbor created by Section 21E of the Exchange Act.

General

         Siteworks Building & Development Co. was incorporated in the State of
Florida on August 8, 2001 under the name Siteworks, Inc. The Company changed its
name to its current name on April 15, 2005.


<PAGE>

         On March 13, 2002, the Company merged with Real Time Cars, Inc., a
Nevada corporation ("RTCI") resulting in the Company existing as the surviving
company. The shareholders of RTCI received one share of the Company's common
stock in exchange for each share of common stock owned in RTCI. The merger with
RTCI occurred as a result of the termination of an acquisition agreement between
RTCI and Automated Management Resources, Ltd. ("AMR"), a Nevada corporation that
was controlled by the Company's management and founding stockholders. AMR was
incorporated on April 6, 1999 and was engaged in a similar business as the
Company through its wholly owned subsidiary, Automated Management resources,
Ltd., a Barbados company ("AMR Barbados"). On November 21, 2000, AMR entered
into a stock exchange transaction with RTCI, whereby RTCI acquired all of the
common stock of AMR and agreed to pay a finders' fee of $200,000 to the
President of AMR, and subsequently continued as the surviving corporation
changing its name to Real Time Cars, Inc. RTCI defaulted on the finders' fee
payment resulting in termination of the stock exchange agreement and merger with
the Company on March 13, 2002.

         On September 29, 2003, the Company acquired Cork Acquisition Corp., a
Delaware corporation for 2,000,000 shares of its common stock for all of the
common stock of Cork. Prior to the merger, Cork was an inactive company that had
no assets or liabilities.

         The Company's businesses include construction and real estate
development, general contracting, and preconstruction planning and construction
management services. The Company is currently managing projects in West Palm
Beach, Miami, and is in the initial stages of project development in overseas
markets including Thailand. The Company also intends to expand into
infrastructure work, including installation of electric and gas utilities. The
Company has operating competence in the installation of underground utilities
and owns certain specialty equipment which will enable it to carry out trenching
projects.

General Contracting Services

         The Company's approach to professional general contracting is based on
tradition and employs all the skill sets and modern tools available to the
construction professional. The Company utilizes scheduling software, automated
estimating, integrated construction management tools to plan, manage and operate
its construction projects. The Company provides hard bid numbers from an
extensive, qualified subcontractor database.

         The Company intends to provide to its customers the following:

         o        a listing of possible value engineering ideas with each hard
                  bid;

         o        staging and sequencing plans;

         o        project specific safety plan; and

         o        resource loaded scheduling, which indicates the cash flow,
                  manpower and equipment for the project at any given point.

Preconstruction Planning Services

         As part of its preconstruction services, the Company offers a
preconstruction package that includes:

         o        establishment of a realistic budget;

         o        design and permitting assistance;


                                        2
<PAGE>

         o        value engineering alternatives;

         o        weekly meetings with all parties;

         o        schedules for both preconstruction and construction stages;

         o        subcontractor pricing;

         o        recommendations regarding the purchase of long lead items; and

         o        calculation of a guaranteed maximum price.

         The Company has not yet provided any preconstruction planning services.

Construction Management Services

         The Company offers construction management services throughout the
building cycle and such services include, but are not limited to:

         o        assistance in all phases of permit processing;

         o        preparation of all subcontractors' and/or suppliers' purchase
                  orders required in connection with the work;

         o        scheduling, coordination and supervision of the physical
                  construction;

         o        establishment of a realistic budget;

         o        monitoring of compliance with assigned responsibilities;

         o        preparation and submission of all necessary documentation;

         o        preparation and maintenance of the project schedule; and

         o        training of the owner in mechanical and other systems
                  operation.

With respect to providing construction management services, the Company strives
to ensure that all parties' roles and responsibilities are clearly defined and
that all parties are focused on completing the project. Depending on the
customer's needs, some of the preconstruction planning services to be offered by
the Company may overlap with the Company's construction management services.

         The Company has not yet provided any construction management services.

Strategic Plan

         The Company intends to pursue a strategy of:

         o        bidding on contracts to act as a general contractor or project
                  manager on construction projects;

         o        performing general construction services as a general
                  contractor on third party contracts

         o        securing long-term contractual relationships via partnering
                  with major institutions and governmental agencies on all
                  levels;

         and


                                        3
<PAGE>

         o        becoming an efficient producer of high quality construction
                  services.

Construction Projects

         Generally, the Company submits bids through the "competitive bid"
method, in which the price is the major determining factor, or through
submitting proposals to potential customers whereby the contracts are awarded
based on the combination of technical capability and competitive price. If the
Company submits the winning bid or proposal, the Company will then enter into a
definitive agreement regarding the construction project which was the subject of
the bid or the proposal, as applicable.

         During 2005, the Company bid on several projects, none of which were
successful. During the fiscal year ended December 31, 2005, the Company
participated in small and medium sized construction projects.

Acquisitions

         On September 28, 2004, the Company sold for $220,000 a vacant,
undeveloped parcel of land in Jupiter, Florida. The Company acquired the land on
July 31, 2003 for $105,000 and incurred mortgages of $27,998 and $69,256, which
mortgages were satisfied at the time of the sale.

         Competition

         The construction industry is highly competitive, and numerous large,
well-financed companies with established brand names and significantly greater
capabilities and resources provide similar services in the markets in which the
Company operates. The Company competes with a variety of national and regional
contractors, including, but not limited to, Centex Corporation and Lennar
Corporation on a national scale and locally with Scott Robbins Construction,
Inc. and The Related Group of Florida. The Company expects competition to be
intense for available opportunities. The Company believes that price,
responsiveness and customer relationships are key factors in the Company's
competition with larger companies providing general contracting, preconstruction
planning and construction management services.

Regulation

         The Company must comply with federal, state and local laws and
regulations relating to, among other things, zoning, construction permits or
entitlements, construction material requirements, density requirements, building
design and property elevation, building codes and handling of waste. These laws
and regulations are subject to frequent change and often increase construction
costs. We are also subject to a variety of local, state and federal statutes,
ordinances, rules and regulations concerning protection of health and the
environment. The particular environmental laws which apply to any given
community vary greatly according to the community site, the site's environmental
conditions and the present and former uses of the site. These environmental laws
may result in delays, may cause us to incur substantial compliance, remediation
and/or other costs, and prohibit or severely restrict development in certain
environmentally sensitive regions or areas.

         Despite the past standards to obtain necessary permits and approvals
for communities, we anticipate that increasingly stringent requirements will be
imposed on developers and homebuilders in the future. Although we cannot predict
the effect of these requirements, they could result in time-consuming and
expensive compliance programs and substantial expenditures for pollution and
water quality control, which could have a material adverse effect on our
profitability. In addition, the continued effectiveness of permits already
granted or approvals already obtained is dependent upon many factors, some of
which are beyond our control, such as changes in policies, rules and regulations
and their interpretation and application.


                                        4
<PAGE>

Employees

         As of December 31, 2005, the Company had four full time employees, Carl
Nurse, the Company's President, Chief Executive Officer and Chief Financial
Officer, Lisa Konrath, Commerical Manager , Katherine Arroyave, accountant and
John Tawse , Project Manager and an accountant. The Company hires subcontractors
or contract labor on an as needed basis.

Recent Developments

         In March 2005, the Company entered into a strategic alliance agreement
with Ubuy Development Corporation. Because the strategic alliance agreement has
not resulted in any construction contracts for the Company, the Company
rescinded the agreement.

         In June 2005, the company acquired from Munch LLC a vacant 33,000
square foot building that was formerly used as a Walmart Store in Chiefland
Florida. The property was acquired for company stock valued at $2,100,000. In
March 2006, the property was refinanced and due to a condition of the funding,
placed in a subsidiary, Integral Inc. Current plans call for the property to be
subdivided into smaller stores and leased initially. Plans are also being
developed for a 20,000 square foot addition to the property. The Company will be
the general contractor for this proposed $1,200,000 addition.

         In the third quarter of 2005, the company retained Prestige Marketing
and an affiliated Company Knightsbridge Law, business development companies
based in Thailand to assist it in securing projects in Thailand. This
arrangement resulted in the company being introduced to the Thai market. Some
contracts were entered into, but these contracts have to be reassigned to a Thai
company since only Thai companies can execute construction companies in
Thailand. Consequently a Thai subsidiary was formed , SiteWorks (Thailand) which
is 49 % owned by SiteWorks USA. Further the business model was modified wherein
SiteWorks Thailand would function as a developer and Builder for affordable
housing in Thailand. Therefore the contracts previously secured by SiteWorks USA
are being changed to SiteWorks Thailand and are being modified to allow
Siteworks Thailand to own the projects it plans to build there. The first of
these projects is now in the due diligence stage. Baker and McKenzie (Bangkok
office), the Company's Thailand attorneys are performing title searches on the
properties. When their work is completed, SiteWorks Thailand intends to enter
into purchase contracts for the properties on which we intend to build in the
first instance up to 1200 units of affordable housing.

Risk Factors

         Unless the context indicated otherwise, all references to "we," "us,"
"our" or the "Company" in this subsection "Risk Factors" refer to the Company.
We are subject to a number of risks listed below, which could have a material
adverse effect on our financial condition, results of operations and value of
our Common Stock.


                                        5
<PAGE>

Risks Relating to Our Business

Certain shares of our stock issued by us since incorporation may be invalidly
issued under the Florida Business Corporation Act and, as a result, our
shareholders may have rescission rights under federal and/or state securities
laws.

         As of December 31, 2005, 198,251,020 shares of Common Stock and
5,100,000 shares of preferred stock were issued and outstanding. We may not have
had the necessary authority to issue shares of our common and preferred stock
under the Florida Business Corporation Act. We were an inactive company with no
operations from our incorporation in August 2001 and until our merger with RTCI
in March 2002. Due to the loss of certain corporate records, we are unable to
determine whether the merger with RTCI was properly approved by the stockholders
of RTCI and by our shareholders under the applicable state corporate laws.
Subsequent to the merger with RTCI, we made several amendments to our articles
of incorporation, including changes to our authorized capital stock, which may
have been adopted without the proper approval by our shareholders. Our merger
with Cork in March 2004 may also have not been properly approved by stockholders
of Cork and by our shareholders under the applicable state corporate laws. As a
result, shares of our Common Stock and preferred stock issued by us in
connection with amendments to the articles of incorporation and/or mergers may
be invalid due to the lack of the appropriate shareholders' approval under
applicable state corporate law. Invalidly issued shares would be considered void
which means that they have the effect of not having been issued at all. Holders
of such invalidly issued shares may not have voting or other rights that the
shareholders are generally entitled to under the Florida Business Corporation
Act. However, such holders may have rescission rights under the federal and/or
state securities law.

Because of losses incurred by us to date and our general financial condition, we
received a going concern qualification in the auditors' report related to our
financial statements for the fiscal year ended December 31, 2005 that raises
doubt about our ability to continue our operations during the next 12 months.

         We had net losses of approximately $6,090,571 and $1,218,293 for the
fiscal years ended December 31, 2005 and 2004, respectively, and generated
$130,158 and $220,000 (restated) in revenues during the fiscal years ended
December 31, 2005 and 2004, respectively. Our auditors included a going concern
qualification in their report on our financial statements for the fiscal year
ended December 31, 2005. We cannot assure you that we will be able to generate
enough revenue or raise sufficient capital to operate our business during the
next 12 months. Our existence is dependent upon our management's ability to
develop profitable operations and resolve our liquidity problems. We cannot
assure you that we will ever achieve profitable operations or generate
significant revenues. We may continue to have operating losses in the
foreseeable future. If we are unable to continue as a going concern, we may
cease to operate and our investors may lose some or all of their investment.

We may be unable to obtain adequate financing to implement our business plan,
which will negatively impact our liquidity and ability to continue our
operations.

         We have very limited financial resources. We will need to obtain
funding for our working capital needs and business development. Our ability to
obtain financing depends, in part, upon prevailing capital market conditions as
well as our operating results which may impact our efforts to arrange financing
on terms satisfactory to us. Moreover, we may not be able to obtain additional
financing by the issuance of additional shares of our capital stock due to the
fact that our authorized capital stock may not have been properly approved by
our shareholders. Certain shares of our stock issued by us since incorporation
may be invalidly issued under the Florida Business Corporation Act and, as a
result, our shareholders may have rescission rights under federal and/or state
securities laws." If adequate funds are not available, or are not available on
acceptable terms, we may not be able to make future investments, take advantage
of other opportunities, or otherwise respond to competitive challenges. Our
failure to obtain capital on acceptable terms will also negatively impact our
liquidity and our ability to continue our operations.


                                        6
<PAGE>

We depend on the services of our President to implement our business strategy
and the loss of his services will have an adverse effect on our business.

         The extensive experience and contacts of our President, Mr. Nurse,
within the construction industry are a critical component of our business
strategy. The growth of our operations is dependent upon the personal efforts
and abilities of our President to evaluate and pursue our business
opportunities. The loss of the services of our President, for any reason, will
adversely affect our business.

We may be unable to hire and retain qualified employees which will have an
adverse effect on our financial condition and result of operations.

         We believe that our business strategy is substantially dependent upon
our ability to attract, hire, retain and motivate qualified employees. We cannot
assure you that we will be successful in hiring or retaining the services of
qualified managerial, technical or administrative personnel necessary to support
our business. Our inability to hire and retain qualified employees will have an
adverse effect on our financial condition and results of operations.

We will encounter intense competition from substantially larger and better
financed companies which may have a negative impact on our ability to achieve
profitable operations.

         Our success depends upon our ability to penetrate the market for
general contracting, pre-construction management and construction management
services. Our company will compete with more established entities with greater
financial resources, longer operating histories and more recognition in the
market place than we do. It is also possible that previously unidentified
competitors may enter the market place and decrease our chance of acquiring the
requisite market share. Our future success will depend upon our ability to
penetrate the market quickly and efficiently. Our ability to respond to the
evolving demands of the marketplace will play a key role in our success. If we
are unable to respond and compete in these markets, it will have a material
adverse effect on our results of operations and financial condition and will
negatively impact our ability to achieve profitable operations.

If we fail to maintain an effective system of internal control over financial
reporting and disclosure controls and procedures, we may be unable to accurately
report our financial results and comply with the reporting requirements under
the Exchange Act. As a result, current and potential shareholders may lose
confidence in our financial reporting and disclosure required under the Exchange
Act, which could adversely affect our business and we could be subject to
regulatory scrutiny.

         Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 ("Section
404"), we will be required, beginning with our annual report on Form 10-KSB for
the fiscal year ending December 31, 2007, to include in our annual reports on
Form 10-KSB, our management's report on internal control over financial
reporting and the registered public accounting firm's attestation report on our
management's assessment of our internal control over financial reporting. We are
in the process of preparing an internal plan of action for compliance with the
requirements of Section 404. As a result, we cannot guarantee that we will not
have any "significant deficiencies" or "material weaknesses" reported by our
independent registered public accounting firm. Compliance with the requirements
of Section 404 is expected to be expensive and time-consuming. If we fail to
complete this evaluation in a timely manner, or if our independent registered
public accounting firm cannot timely attest to our evaluation, we could be
subject to regulatory scrutiny and a loss of public confidence in our internal
control over financial reporting. In addition, any failure to establish an
effective system of disclosure controls and procedures could cause our current
and potential shareholders and customers to lose confidence in our financial
reporting and disclosure required under the Exchange Act, which could adversely
affect our business.


                                        7
<PAGE>

We may be unable to implement our business and growth strategy which will
negatively impact our financial condition and results of operations.

         Our growth strategy and ability to generate revenues is largely
dependent upon our ability to: (i) develop and provide general contracting,
pre-construction planning and construction management services; (ii) hire highly
skilled subcontractors; (iii) obtain adequate financing on acceptable terms to
fund our growth strategy; (iv) develop and expand our customer base; and (v)
negotiate agreements on terms that will permit us to generate adequate profit
margins. Our failure with respect to any or all of these factors could impair
our ability to successfully implement our growth strategy, which will have an
adverse effect on our financial condition and results of operations.

If we are unable to accurately estimate the overall risks, revenues or costs on
a contract, we may incur a loss on the contract which will have an adverse
effect on our financial condition and results of operations.

         We expect that will mostly enter into fixed price contracts which
require us to perform the contract for a fixed price irrespective of our actual
costs. As a result, we may realize a profit on these contracts only if we
successfully control our costs and avoid cost overruns. We may also enter into
cost plus award fee contracts which provide for reimbursement of the costs
required to complete a project, but generally have a lower base fee and an
incentive fee based on cost and/or schedule performance. If our costs exceed the
revenues available under such a contract or are not allowable under the
provisions of the contract, we may not receive reimbursement for these costs.
Guaranteed maximum price contracts that we may enter into provide for a cost
plus fee arrangement up to a maximum agreed-upon price. These contracts also
place the risk on us for cost overruns that exceed the guaranteed maximum price.
Pre-construction planning and construction management contracts are those under
which we agree to manage a project for the customer for an agreed upon fee,
which may be fixed or may vary based upon negotiated factors. Profitability on
these types of contracts is driven by changes in the scope of work, which could
cause cost overruns beyond our control and limit profits on these contracts.
Cost overruns, whether due to inefficiency, faulty estimates or other factors,
result in lower profit or a loss on a project. We expect that our contracts will
be based, in part, on cost estimates that are subject to a number of
assumptions. If our estimates of the overall risks, revenues or costs prove
inaccurate or circumstances change, we may incur a lower profit or a loss on the
contract which will negatively impact our financial condition and results of
operations.

We may fail to meet schedule requirements of our contracts which could adversely
affect our reputation and/or expose us to financial liability.

         The construction services industry is highly schedule driven and our
contracts are likely to be subject to specific completion schedule requirements
with liquidated damages charged to us in the event the construction schedules
are not achieved. Failure to meet any such schedule requirements could cause us
to suffer damage to our reputation within the construction industry and customer
base, as well as pay significant liquidated damages which will have an adverse
effect on our financial condition and results of operation.


                                        8
<PAGE>

Compliance with regulations affecting our business could cause us to incur
substantial costs both in time and money.

         We are subject to extensive and complex laws and regulations that
affect the construction industry, including, but not limited to, laws and
regulations related to zoning, permitted land uses, levels of density, building
design, warranties, storm water and use of open spaces. We generally may be
required to obtain permits and approvals from local authorities to commence and
complete various construction projects. Such permits and approvals may, from
time-to-time, be opposed or challenged by local governments, neighboring
property owners or other interested parties, adding delays, costs and risks of
non-approval to the process. This process is further complicated by the fact
that certain of our projects may be located in foreign countries where we may be
unfamiliar with all regulatory requirements and approvals established by foreign
governments. Economic, political and other risks associated with our
international operations involve risks that could adversely affect our financial
condition and results of operations." Our obligation to comply with the laws and
regulations under which we operate, and the obligation of our subcontractors and
other agents to comply with these and other laws and regulations, could result
in delays in the performance of our service, and cause us to incur substantial
costs.

We could incur significant costs as a result of liability under environmental
laws which will have an adverse effect on our financial condition and results of
operations.

         Our operations are subject to environmental laws and regulations
governing, among other matters, the discharge of pollutants into air and water,
the handling, storage and disposal of solid or hazardous materials or wastes and
the remediation of contamination, sometimes associated with leaks or releases of
hazardous substances. Various federal, state and local environmental laws and
regulations may impose liability for the entire cost of investigation and
clean-up of hazardous or toxic substances. These laws may impose liability
without regard to ownership at the time of the contamination or whether or not
we caused the presence of contaminants. Violations of these environmental laws
and regulations could subject us and our management to fines, civil and criminal
penalties, cleanup costs and third party property damage or personal injury
claims which will have an adverse affect on our financial condition and results
of operations.

Work stoppages and other labor problems could adversely affect our financial
condition and results of operations.

         We intend to rely mostly on subcontractors in providing our general
contracting services. Certain subcontractors in the construction industry are
members of various labor unions. If the unionized workers engage in a strike or
other work stoppage, or other subcontractors become unionized, we could
experience a disruption of our operations and higher ongoing labor costs, which
could adversely affect our financial condition and results of operations.

Timing of the award of a new contract and performance of a new contract may have
an adverse effect on our financial condition and results of operation in a
particular fiscal quarter.

         It is generally very difficult to predict whether and when we will
receive an award of a new contract as these contracts frequently involve a
lengthy and complex bidding and selection process which is affected by a number
of factors, including, but not limited to, market conditions, financing
arrangements and governmental approvals. Our results of operations can fluctuate
from quarter to quarter depending on the timing of new contract awards.


                                        9
<PAGE>

         In addition, timing of the revenues and cash flows from our projects
can be delayed by a number of factors, including, but not limited to, weather
conditions, delays in receiving material and equipment from vendors and changes
in the scope of work to be performed. Such delays, if they occur, could have an
adverse effect on our financial condition and operating results for a particular
fiscal quarter.

We may not be able to fully realize the revenue reported in our backlog which
will have an adverse affect on our financial condition and results of operation.

         We include a construction project in our backlog at such time as a
contract is awarded or a firm letter of commitment is obtained and funding is in
place. The revenue projected in our backlog may not be realized or, if realized,
may not result in profits. For example, if a project reflected in our backlog is
terminated, suspended or reduced in scope, it would result in a reduction to our
backlog which would reduce, potentially to a material extent, the revenue and
profit we actually receive from contracts in backlog. If a customer cancels a
project, we may be reimbursed for certain costs but typically have no
contractual right to the total revenues reflected in our backlog. Significant
cancellations or delays of projects in our backlog could have an adverse effect
on our financial condition and results of operations.

Deterioration in economic conditions generally or in the market regions where we
intend to operate could decrease demand and pricing in these areas and adversely
affect our financial condition and results of operations.

         The construction industry is sensitive to changes in regional and
national economic conditions such as job growth, interest rates and consumer
confidence. Material adverse changes in any of these conditions generally, or in
the market regions where we intend to operate, could decrease demand and pricing
for new construction projects in these areas or result in customer defaults on
pending contracts, which could adversely affect the number of deliveries we make
or reduce the prices we can charge, either of which could adversely affect our
financial condition and results of operations.

Natural disasters and adverse weather conditions could delay deliveries or
increase costs of construction projects in affected areas.

         The occurrence of natural disasters or adverse weather conditions in
the areas in which we intend to operate can delay deliveries, increase costs and
negatively impact the demand for construction projects in affected areas. When
natural disasters such as hurricanes, tornadoes, earthquakes, floods and fires
affect an area in which we intend to operate or one nearby, there can be a
diversion of labor and materials in such area from existing construction
projects to rebuilding or repairing the buildings that were either destroyed or
damaged in the natural disaster. This can cause delays in construction and
delivery of projects in which we may be involved and reduce our revenues, if
any.

Economic, political and other risks associated with our international operations
involve risks that could adversely affect our financial condition and results of
operations.


                                       10
<PAGE>

         We intend to be involved as a general contractor in non-U.S.
construction projects. Our international operations may expose us to risks
inherent in doing business outside the United States, including, but not limited
to:

         o        political risks, including risks of loss due to civil
                  disturbances, acts of terrorism or acts of war;

         o        unstable economic, financial and market conditions;

         o        potential incompatibility with foreign joint venture partners;

         o        foreign currency controls and fluctuations in currency
                  exchange rates;

         o        trade restrictions;

         o        increases in taxes and the effect of local regulations; and

         o        changes in labor conditions, labor strikes and difficulties in
                  staffing and managing international operations.

         Any of these factors could harm our potential international operations.
Specifically, failure to successfully manage international growth could result
in higher operating costs than anticipated or could delay or preclude altogether
our ability to generate revenues which will have an adverse effect on our
results of operations and financial condition and results of operations.

Risks Relating to Our Common Stock

Our stock price has been and may continue to be volatile and may result in
substantial losses for investors.

         The trading price of our Common Stock could be subject to wide
fluctuations in response to:

         o        our prospects as perceived by others;

         o        our operating results;

         o        differences between our reported results and those expected by
                  investors;

         o        announcements of new contracts by us or our competitors; and

         o        general economic or stock market conditions unrelated to our
                  operating performance.

         Fluctuations in our stock price as a result of any of the foregoing
factors may result in substantial losses for investors.

Limited trading volume of our Common Stock may contribute to its price
volatility.

         Through December 31, 2005, the average daily trading volume during 2005
for our Common Stock was approximately 500,000 shares. We cannot assure you that
a more active trading market in our Common Stock will develop. As a result,
relatively small trades may have a significant impact on the price of our Common
Stock.


                                       11
<PAGE>

We have never paid dividends and do not anticipate paying any in the foreseeable
future.

         We have never declared or paid a cash dividend and we do not expect to
have any cash with which to pay cash dividends in the foreseeable future. If we
do have available cash, we intend to use it to grow our business.

We will be subject to the penny stock rules which may adversely affect trading
in our Common Stock.

         On May 16, 2006, the closing price of Common Stock was $0.02. Our
Common Stock is a "penny stock" security under the rules promulgated under the
Exchange Act. In accordance with these rules, broker-dealers participating in
certain transactions involving penny stocks must first deliver a disclosure
document that describes, among other matters, the risks associated with trading
in penny stocks. Furthermore, the broker-dealer must make a suitability
determination approving the customer for penny stock transactions based on the
customer's financial situation, investment experience and objectives.
Broker-dealers must also disclose these determinations in writing to the
customer and obtain specific written consent from the customer. The effect of
these restrictions will probably decrease the willingness of broker-dealers to
make a market in our Common Stock, decrease liquidity of our Common Stock and
increase transaction costs for sales and purchases of our Common Stock as
compared to other securities.

ITEM 2.  DESCRIPTION OF PROPERTY

         On May 30, 2003, the Company entered into a lease agreement with WR Tax
Certificates, pursuant to which the Company leases its premises located at 2534
N Miami Ave., Miami, Florida 33127. The rental charge to the Company for its
office space is $700.00 per month.

         In May of 2006, the company relocated its main office to 6464 NW 5th
Way in Ft. Lauderdale under a three year lease with 491 Cypress Creek BP LLC.
The rent agreements calls for a payment of approximately 2200. per moth.

ITEM 3.  LEGAL PROCEEDINGS

         There are no pending legal proceedings to which the Company is a party
or to which the property of the Company is subject

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

         During the fourth quarter of the year ended December 31, 2005, no
matters were submitted to a vote of the security holders.


                                       12
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

General

         As of May 16, 2006, our Common Stock was quoted on the OTC Bulletin
Board under the symbol "SWKJE.OB" and there was a limited market for Common
Stock. The companies stock is also quoted on the Frankfurt exchange as SW7.DE

         The table below sets forth for the indicated periods the high and low
bid prices for Common Stock. These prices represent inter-dealer prices and do
not include retail markups, markdowns or commissions and may not necessarily
represent actual transactions.

                                2005                        2004
                     -------------------------    ------------------------
                        High           Low           High          Low
                     ----------     ----------    -----------   ----------
1st Quarter......... $    2.25      $    0.35     $    18       $    0.016
2nd Quarter......... $    0.135     $    0.011    $     0.019   $    0.001
3rd Quarter......... $    0.064     $    0.012    $     1.5     $    0.00
4th Quarter......... $    0.145     $    0.032    $     0.61    $    0.15

         As of May 16, 2006, the closing price of a share of Common Stock was
$0.02.

         As of March 30, 2006, there were 949 record holders of Common Stock.

         The Company has not paid any cash dividends since its incorporation and
does not contemplate paying dividends in the foreseeable future. It is
anticipated that earnings, if any, will be retained for the operation of the
Company's business. Subject to Florida law, payment of dividends is within the
discretion of our Board of Directors and will depend, among other factors, upon
earnings, financial condition and capital requirements. Florida Law restricts
the payment of dividends if after payment (i) a Florida corporation cannot pay
its debts as they come due or (ii) total assets are less than total liabilities
plus liquidation preferences of classes of stock having superior preferential
rights.

Equity Compensation Plan Information

         For the information regarding the Company's equity compensation plans,
see Part III, Item 11 "Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters."

Recent Sales of Unregistered Securities

Described below are the securities sold by us during 2005 and 2004 without
registering the securities under the Securities Act of 1933 (the "Securities
Act") and which were not previously disclosed in a report on Form 10-KSB or Form
10-QSB. We believe that the sales of such securities under such circumstances
were exempt from registration under the Securities Act by virtue of Section 4(2)
thereof and Rule 506 thereunder as nonpublic offerings.

                  At December 31, 2005, the Company had three classes of stock:
                  (a) convertible Series A preferred class with a par value of
                  $.001 with 20,000,000 shares authorized, (b) convertible
                  Series B preferred stock with a par value of $1.00 with
                  20,000,000 shares authorized and (c) common class with a par
                  value of $.001 and 500,000,000 shares authorized.


                                       13
<PAGE>

                  At December 31, 2004, the Company had three classes of stock:
                  (a) convertible Series A preferred class with a par value of
                  $1.00 with 20,000,000 shares authorized, (b) convertible
                  Series B preferred stock with a par value of $1.00 with
                  20,000,000 shares authorized and (c) common class with a par
                  value of $.001 and 100,000,000 shares authorized.

                  The Company in 2005 and 2004 effectuated numerous Amendments
                  to the share structure that may not have had the appropriate
                  shareholder approval (See Note 9)

                  The following details the share issuances in 2005 and 2004:

                  Preferred Stock:

                  In May 2005, the Company issued 5,100,000 shares of
                  convertible preferred Series A shares with voting rights of
                  one preferred share equivalent to 52 to 1 common shares of the
                  Company. The transaction was booked at par value or $5,100.

                  In June 2005, the Company issued 1,100,000 shares of preferred
                  Series B valued at $1.00 a share for a partial payment of
                  land.

                  There were no preferred stock issuances in 2004.

                  Common Stock Transactions:

                           2005

                  The Company issued 35,000,000 shares of common stock at fair
                  value of $1,102,500 for the payment of land. There was
                  $102,500 recorded as beneficial interest.

                  The Company issued during the year 10,000,000 shares of stock
                  to the President of the Company which was recorded as
                  compensation at fair value of $570,000.

                  The Company issued during the year 73,265,412 shares of stock
                  to consultants for services rendered at fair value of
                  $3,761,253.

                  The Company issued 4,314,266 shares for debt cancellation at
                  fair value of $56,085.

                  The Company issued 9,065,000 shares for cash of $55,000 and
                  recorded a beneficial interest amount of $271,950 to account
                  for fair value.

                  In April 2005, 2,550,000 shares of par value common stock were
                  cancelled.

                  The Company in 2005 provided for an allowance against stock
                  issued as subscriptions receivable of $1,187,650.

                           2004


                                       14
<PAGE>

                  On April 9, 2004, the Company authorized the issuances of new
                  Series A Preferred Stock. They have authorized the issuance of
                  20,000,000 shares, and issued 19,813,967 of these shares to
                  the Company's President. These shares were converted to common
                  stock in August 2004.

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

         STOCKHOLDERS' EQUITY (DEFICIT)

                  For the year ended December 31, 2004, the Company issued
                  8,000,000 shares of common stock pre-stock split and 4,000
                  shares of common stock post-stock split as part of the Cork
                  Acquisition; 36,380,000 shares of common stock pre-stock split
                  and 18,190 shares of common stock post-stock split for cash ;
                  520,300,000 shares of common stock pre-stock split and
                  1,059,750 shares of common stock post-stock split for
                  subscriptions of stock; 597,000,000 shares of common stock
                  pre-stock split and 3,004,595 shares of common stock
                  post-stock split (which includes 2,972,095 shares of common
                  stock which converted 19,813,967 shares of preferred stock)
                  for compensation to the officer; and 102,520,000 shares of
                  common stock pre-stock split and 51,260 shares of common stock
                  post-stock split for services rendered.

         TEMPORARY EQUITY

                  The Company has recorded on its balance sheet as a temporary
                  equity account for those securities issued that may not be in
                  compliance with the registration provisions of the Securities
                  Act of 1933, as amended and for the issuance of common and
                  preferred stock that may not have been validly authorized. All
                  related amounts that were previously included in common stock
                  and additional paid-in amounts of the permanent stockholders'
                  equity (deficit) section have been reclassified to temporary
                  equity as their redemption may not be solely within the
                  control of the issuer.

                  Temporary equity at December 31, 2005 and 2004 was $10,068,558
                  and $3,815,570, respectively.

         Total shares outstanding as of December 31, 2005 were 198,251,020. On
August 13, 2005, the Company amended its share structure in the following ways:
1) elected to change their preferred stock series A par value from $1.00 to
$0.001. 2) Change the conversion ratio of the preferred stock from 300:1 to 52:1
and 3) reduce the common shares authorized from 10,000,000,000 to 500,000,000.

         None of the foregoing transactions involved any underwriters,
underwriting discounts or commissions, or any public offering. The Company has
been advised that each transaction was exempt from the registration requirements
of the Securities Act by virtue of Section 4(2) thereof and Regulation D
promulgated thereunder. The recipients in such transaction represented their
intention to acquire the securities for investment only and not with a view to
or for sale in connection with any distribution thereof. Appropriate legends
were affixed to the share certificates issued in such transactions. All
recipients had adequate access, through their relationships with the Company, to
obtain information about the Company.


                                       15
<PAGE>

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

Certain statements in "Management's Discussion and Analysis or Plan of
Operation" are forward-looking statements that involve risks and uncertainties.
Words such as may, will, should, would, anticipates, expects, intends, plans,
believes, seeks, estimates and similar expressions identify such forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof. We assume no obligation to update these forward-looking statements
to reflect actual results or changes in factors or assumptions affecting
forward-looking statements. We have included Risk Factors relating to an
investment in Siteworks.

Overview

         The Company was incorporated on August 8, 2001 and started its
operations in September of 2002. The Company merged with RTCI on March 27, 2002.
As a result of the merger, each share of RTCI's stock was exchanged for one
share of Common Stock. On March 19, 2004, Cork merged with the Company, and
shareholders of Cork received 2,000,000 shares of Common Stock in exchange for
all issued and outstanding shares of Cork.

         On March 13, 2002, the Company merged with Real Time Cars, Inc., a
Nevada corporation ("RTCI") resulting in the Company existing as the surviving
company. The shareholders of RTCI received one share of the Company's common
stock in exchange for each share of common stock owned in RTCI. The merger with
RTCI occurred as a result of the termination of an acquisition agreement between
RTCI and Automated Management Resources, Ltd. ("AMR"), a Nevada corporation that
was controlled by the Company's management and founding stockholders. AMR was
incorporated on April 6, 1999 and was engaged in a similar business as the
Company through its wholly owned subsidiary, Automated Management resources,
Ltd., a Barbados company ("AMR Barbados"). On November 21, 2000, AMR entered
into a stock exchange transaction with RTCI, whereby RTCI acquired all of the
common stock of AMR and agreed to pay a finders' fee of $200,000 to the
President of AMR, and subsequently continued as the surviving corporation
changing its name to Real Time Cars, Inc. RTCI defaulted on the finders' fee
payment resulting in termination of the stock exchange agreement and merger with
the Company on March 13, 2002.

         On September 29, 2003 SiteWorks acquired all the outstanding stock of
Cork Acquisition Corp, a Delaware fully reporting company in exchange for
maintaining 10% of the outstanding shares of SiteWorks for a period of two years
ending September 30, 2005. Documents of merger were subsequently filed in
Delaware and in Florida formalizing the merger with Cork , with SiteWorks the
surviving Corporation.

         On August 13, 2005 the company amended its articles to reduced its
authorized common to 500,000,000 shares and amended the conversion of preferred
A to common to 52 to 1.

         The company acquired a 33,000 sf warehouse in Chiefland, Florida from
Munch LLC on June 25 2005. The property was paid for with restricted common
stock and Preferred B stock for a total of 2, 100,000. The property has a
current appraised value of 2,900,000 as of December 2006. The property was
refinanced in March of 2006 with Allied mortgage. As a condition of the
refinancing was that the property must be placed in a separate entity.
Consequently, title was transferred to Integral Inc, a privately held subsidiary
on closing of the refinancing, Siteworks Building holds 80 % of the stock of
Integral Inc.


                                       16
<PAGE>

         The company plans to lease 10 to 14,000 sf of the space and subdivide
the balance of the space into a number of stores to be sold off individually.
Plans are being prepared for the approval of the subdivision. David Wilde is the
Architect of record and he has been also retained to design a new 20,000 sf.
addition at the adjacent vacant lot which is part of the Walmart space.
Siteworks Building and Development will be the contractor of record for the
estimated $1, 200,000 new mall space. The new space will be subdivided and
rented initially, and later sold off as individual condo units once approvals
are secured.

         In its local market of south Florida, the company has recently
initiated operations as a provider of construction services and has secured a
number of construction contracts. To date the company has signed contract or
commitments as follows:

<TABLE>

PROJECT                                      Value            Status                 % COMP
<S>                                         <C>               <C>                      <C>
SiteWork / VA Hospital for FPL/AEI :        $349,000          Jan 06                   10 %

Sitework at the FAA for Gavtec/FAA           149,000          start May

Addition to the Wilson House                  49,000          completed                100%

C/M  for the Kramer residence:                25,000          completed                100%

Rodriguez residence                          161,000          start summer 06

Ramirez residence                             51,000          in progress               80%

Chiefland Improvements                       400,000          DESIGN/PERMITTING

Chiefland Addition                         1,200,000          DESIGN/Permitting
</TABLE>

Management continues to actively bid projects and fully expects to increase its
contract backlog this year significantly.

         In October and November 2005, the Company announced its intention to
seek several contracts for construction projects in Thailand. The projects have
an estimated contract price of $35,000,000 and include the construction of 1700
low income housing units in Lopari Province, Thailand, construction of luxury
units in Phukett and the construction of a 24 unit apartment complex also in
Phukett. Commencement of these projects previously scheduled to start in January
2006 have been delayed until later in the year.

         Under local law, only majority held Thai companies can engage in
projects in Thailand or own property. Therefore, a local Thai subsidiary was
formed, SiteWorks (Thailand) of which Siteworks Building and Development USA
owns 49% of the authorized shares. The balance of shares are held by Thai
citizens. The contracts previously issued to SiteWorks USA have to now be
reissued to Siteworks Thailand. Further, management has modified its strategy to
allow for direct ownership of projects undertaken in the Thai market. Therefore
the low income projects previously announced as service contracts will be
undertaken as develop build contracts, with SiteWorks Thailand entering into
purchase agreements for the land on which to build the affordable Housing. The
due diligence on the first of these projects is being undertaken and on
completion management expects to enter into a contract of purchase to acquire
the properties and immediately start construction. In anticipation of clean
title to these properties, management has retained a local architectural firm to
complete the design. This "fast track" approach will enable construction to
commence immediately on closing of the contracts of purchase.


                                       17
<PAGE>

         The first project will be a 1200 project outside of Bangkok. The second
project will be an additional 800 units also on the outskirts of Bankgok.
Management fully expects these projects to be onstream with sales commencing by
the end of the fiscal year.

         The other announced projects will be reviewed on a case by case basis,
and if management successfully renegotiates SiteWorks' equity participation,
will be undertaken over time as funding and resources allow.

         The use of the careful project selection and evaluation tools,
management feels that demonstrably superior project selection and attention to
quality should allow the Company's services to be effectively marketed against
the competition at the currently established price points, while maintaining a
good profit margin.

         In 2006 the company enetered into a number of funding arrangements with
different entities. In a private placement with Mercatur Associates of Italy,
the company secured commitment to fund for 250,000, secured by 10,000,000 shares
of restricted stock. Mercatur mages or operates a fund which trades on the
Luxemburg exchange as SICAV 1, 11, & 3 To date this funding has not yet closed.

         In the third quarter of 2005, the company entered a revolving credit
arrangement with Pan American Associates of Florida for funding up to 450,000.

         Also in the third quarter of 2006, the company entered an agreement
with Knightsbridge Law, a Thai Firm, wherein the firm would acquire properties
for the company in exchange for 15,000,000 restricted stock. To date no property
has been secured and Management has requested the stock be returned.

         In the second quarter of 2005 the company started trading on the
Frankfurt Exchange. This step was taken to allow for greater liquidity in the
stock. Management continues to evaluate other exchanges on which the company may
benefit from having its shares listed and trading.

The Company requires cash for working capital and acquisitions of income real
estate and operating construction companies. A lack of sufficient working
capital may prevent the Company from realizing its objectives. Until the Company
receives additional funding, it will be unable to grow at its projected rate.

         Our auditors have expressed concerns about the Company's ability to
continue as a going concern

         Results of Operations

         Year Ended December 31, 2005 Compared to Fiscal Year Ended December 31,
2004.

         For the year ended December 31, 2005, our revenues were $130,158 as
compared to $220,000 for the year ended December 31, 2004. This 41% decrease is
due to a decrease of sales from 2004.

         Our operating expenses increased from $1,332,393 to $6,169,159. This
$4,836,766 increase in operating expenses were due to extraordinary cost of
business development services related to our planned operations in Thailand and
the acquisition of the Chiefland property. These operating expenses were funded
by the issuance of common stock.


                                       18
<PAGE>

         Our net loss decreased from $0.62 per share to $0.05 per share. However
we had an increase in the outstanding shares from a weighted average of 1,965,
859 to 131,644, 678 common shares.

         Our gross operating profit decreased from $114,100 in 2004 to $78,588
in 2005, a 68% decrease.

         Our assets increased to $2,152,321 in 2005 from $25,440 in 2004.

Liquidity and Capital Resources

Plan of Operations

During the next twelve months, we intend to continue our business locating and
acquiring property on which we have a reasonable expectation residential or
commercial construction projects can be developed and by bidding on tenders or
negotiating contracts as the landowners contact us to perform construction on
our projects. We expect our cash requirement for the operations of our business
to be financed through the cash flow from operations and the money raised from
private investment. We expect to have to raise additional funds in the next 12
months.

Liquidity and Capital Resources

Since the date of our incorporation, we have raised capital through private
offerings pursuant to various exemptions promulgated under the Securities laws .
The remainder of our capital resources will be earned from the operations of the
business. We arehopeful that the company will be profitable in the coming year
of operation and earn the necessary money to continue the operation.

At December 31, 2005 we had cash and cash equivalents of $16,359. This cash
combined with the monies raised from private offerings and our operating revenue
will not provide sufficient cash and cash equivalents to fund our operations for
the next 12 months.

If cash generated from operations, our offerings and present cash is
insufficient to meet our long-term liquidity needs, we may need to raise
additional funds or seek other financing arrangements. Additional funding may
not be available on favorable terms or at all. In addition, although there are
no present understandings, commitments, or agreements with respect to any
acquisition of other businesses we may, from time to time, evaluate potential
acquisitions of other construction businesses to enhance our business. In order
to consummate potential acquisitions, we may issue additional securities or need
additional equity or debt financing and any such financing may be dilutive to
existing investors.

A lack of sufficient working capital may prevent the Company from realizing its
objectives. Until the Company receives additional funding, it will be unable to
grow at its projected rate.

The strategic approach to growth and income by the Company is not unique and
there are several companies engaged in similar strategy of growth by
acquisition. The Company will be competing against larger and better-capitalized
entities. The company intends to seek distressed income properties with minimum
internally defined characteristics and develop these properties into solid
earning properties by upgrading the physical plant and installing competent
management. The use of the careful project selection and evaluation tools,
management feels to be demonstrably superior project selection attention to
quality improvements, function and automating basic maintenance and operations
should allow the Company's services to be effectively marketed against the
competition at the currently established price points, while maintaining a good
profit margin.


                                       19
<PAGE>

Related Party Transactions

         The Company had a construction bridge loan and note payable in the
amount of $150,000 due to a related party. The note required a balloon payment
of principal and interest at a rate of 12% due on July 23, 2004. The note was
collateralized by land and 150,000 shares of the Company's common stock.
Interest expense in 2004 was $5,209. The Company paid back $123,000 in February
and March 2004, and reclassified the remaining $27,000 to another individual who
assumed the note payable, which was subsequently paid off. At December 31, 2004
this balance was paid off.

         The Company had outstanding at December 31, 2005, of $5,135 to an
officer/stockholder for expenses advanced on behalf of the Company. There were
no specific repayment terms.

New Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued SFAS No. 123
(revised 2004) or Statement 123(R). Statement 123(R) revises Statement No. 123
and supersedes APB Opinion No. 25, and its related implementation guidance. This
Statement eliminates the ability to account for share-based compensation using
the intrinsic value method under APB Opinion No. 25. Statement 123(R) focuses
primarily on accounting for transactions in which an entity obtains employee
services in share-based payment transactions. Statement 123(R) requires a public
entity to measure the cost of employee services received in exchange for an
award of equity instruments based on the grant-date fair value of the award
(with limited exceptions). That cost will be recognized over the period during
which an employee is required to provide service in exchange for the award,
known as the requisite service period, which is usually the vesting period.
Accordingly, the provisions of Statement 123(R) will apply to new awards and to
awards modified, repurchased, or cancelled after the required effective date.


                                       20
<PAGE>

ITEM - 7  FINANCIAL STATEMENTS






              SITEWORKS BUILDING AND DEVELOPMENT CO AND SUBSIDIARY
               (FORMERLY KNOWN AS SITEWORKS, INC. AND SUBSIDIARY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004






<PAGE>

              SITEWORKS BUILDING AND DEVELOPMENT CO AND SUBSIDIARY
               (FORMERLY KNOWN AS SITEWORKS, INC. AND SUBSIDIARY)
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004


                                                                         PAGE(S)
                                                                         -------

Report of Independent Registered Public Accounting Firm                      F-1

Balance Sheet as of December 31, 2005                                        F-3

Statements of Operations for the Years Ended
   December 31, 2005 and 2004                                                F-4

Statements of Changes in Stockholder's Equity (Deficit) for the
   Years Ended December 31, 2005 and 2004                                    F-5

Statements of Changes in Temporary Equity for the
   Years Ended December 31, 2005 and 2004                                    F-6

Statements of Cash Flows for the Years Ended
     December 31, 2005 and 2004                                              F-7

Notes to Financial Statements                                         F-8 - F-21



<PAGE>

                    BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
                          Certified Public Accountants

                               High Ridge Commons
                                 Suites 400-403
                           200 Haddonfield Berlin Road
                           Gibbsboro, New Jersey 08026
                       (856) 346-2828 Fax: (856) 346-2882

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders' of
Siteworks Building and Development Co and Subsidiary
(Formerly Known as Siteworks, Inc. and Subsidiary)
Miami, FL


We have audited the accompanying consolidated balance sheets of Siteworks
Building and Development Co and Subsidiary (Formerly Known as Siteworks, Inc.
and Subsidiary) (the "Company"), as of December 31, 2005 and the related
consolidated statements of operations, changes in stockholders' equity
(deficit), changes in temporary equity and cash flows for the years ended
December 31, 2005 and 2004. These consolidated financial statements are the
responsibility of management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Siteworks Building
and Development Co and Subsidiary as of December 31, 2005 and 2004, and the
results of its statements of operations, changes in stockholders' equity
(deficit), changes in temporary equity and cash flows for the years then ended
in conformity with accounting principles generally accepted in the United States
of America.


                                       F-1
<PAGE>

As noted in Note 13, the Company has restated its previously issued financial
statements for the year ended December 31, 2004. The Company has restated its
financial statements to record the merger with Cork Acquisition Company, and to
take into effect certain stock splits that occurred previously. This resulted in
a decrease in the net loss applicable to common shares of $240,000 and a
decrease in the accumulated deficit to $3,887,001 for the year ended December
31, 2004. Additionally, the Company reclassified $60,000 at December 31, 2003 to
reduce the deficit and paid in capital due to the Cork transaction. This did not
change the net loss in 2004.

The Company has also amended the number of common shares reflected on its
December 31, 2005 balance sheet. The amendment did not effect net loss or equity
of the company.

Additionally, the Company reclassified $10,068,558 amounts from permanent equity
(deifict) to temporary equity due to the possibility of shares issued after
March 27, 2002 may not have been validly authorized by shareholder vote. The
outcome of this potential violation has not been determined.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Notes (9, 10 and
11) to the consolidated financial statements, the Company has recurring
operating deficits and cash flow concerns that lead to doubt about its ability
to continue as a going concern. Management's plans in regards to these matters
are also discussed in Notes (9, 10 and 11). The consolidated financial
statements do not include any adjustments that might result from the outcome of
these uncertainties. Additionally, the Company may not have had the authority to
issue certain stock and those issuance have been classified to temporary equity
(Notes 9 and 10).

BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
Gibbsboro, New Jersey

April 30, 2006








MEMBER OF:       AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS (AICPA)
                 CENTER FOR PUBLIC COMPANY AUDIT FIRMS (CPCAF)
                 NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
                 PENNSYLVANIA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
                 FLORIDA STATE BOARD OF ACCOUNTANCY

                                       F-2
<PAGE>

                      SITEWORKS BUILDING AND DEVELOPMENT CO
                    (FORMERLY SITEWORKS, INC. AND SUBSIDIARY)
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2005


                                ASSETS
                                                                     Restated
                                                                       2005
                                                                   ------------
  Cash and cash equivalents                                        $      5,119
  Accounts receivable                                                    11,240
                                                                   ------------
Total current assets                                                     16,359
                                                                   ------------
  Property and equipment, net                                         2,124,012
                                                                   ------------
  Deposits                                                               11,950
                                                                   ------------
TOTAL ASSETS                                                       $  2,152,321
                                                                   ============

     LIABILITIES, TEMPORARY AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES

  Accounts payable and accrued expenses                            $     23,000
  Mortgages payable\liens                                             1,960,000
  Due to officer/stockholder                                              5,135
  Note payable - related party                                           13,200
                                                                   ------------
      Total Current Liabilities                                       2,001,335
                                                                   ------------
TEMPORARY EQUITY                                                     10,068,558
                                                                   ------------

STOCKHOLDERS' EQUITY (DEFICIT)
  Convertible Preferred Stock Series A , $.001 par value,
     20,000,000 shares authorized and 5,100,000 0 shares
     issued and outstanding(see Temporary Equity)
  Convertible Preferred Stock Series B , $1.00 par value,
     20,000,000 authorized and 1,100,000 shares issued
     and outstanding(see Temporary Equity)
  Common stock, $.001 par value, 500,000,000 shares
    authorized; 198,251,020 shares issued and outstanding
    at December 31, 2005
  Additional paid-in capital
  Deficit                                                            (9,917,572)
                                                                   ------------
      Total Stockholders' Equity (Deficit)                           (9,917,572)
                                                                   ------------
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS'
  EQUITY (DEFICIT)                                                 $  2,152,321
                                                                   ============


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

                                       F-3
<PAGE>

                      SITEWORKS BUILDING AND DEVELOPMENT CO
                    (FORMERLY SITEWORKS, INC. AND SUBSIDIARY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>

                                                          RESTATED          RESTATED
                                                            2005              2004
                                                        ------------      ------------
<S>                                                     <C>               <C>
SALES                                                   $    130,158      $    220,000

COST OF SALES                                                (51,570)         (105,900)
                                                        ------------      ------------
GROSS PROFIT                                                  78,588           114,100
                                                        ------------      ------------
OPERATING EXPENSES
         Officers' compensation                              575,100           597,000
         Advertising                                          30,681            38,041
         Auto                                                  6,898             5,286
         Bad debt and other                                1,187,650             8,364
         Salaries,benefits and taxes                         142,940                --
         Professional fees and services                    3,761,253           522,437
         Insurance                                            14,417            14,018
         Office expense                                        7,206           103,317
         Rent                                                 11,560            12,156
         Travel and other                                     30,658             6,692
         Utilities                                            20,346            14,180
         Depreciation                                          6,000             5,693
         Beneficial interest expense                         374,450             5,209
                                                        ------------      ------------
                Total Operating Expenses                   6,169,159         1,332,393
                                                        ------------      ------------
     ### NET LOSS APPLICABLE TO COMMON SHARES           $ (6,090,571)     $ (1,218,293)
                                                        ============      ============
         NET LOSS PER BASIC AND DILUTED SHARES          $      (0.06)     $      (0.62)
                                                        ============      ============
         WEIGHTED AVERAGE NUMBER OF COMMON
             SHARES OUTSTANDING                           98,218,292         1,965,859
                                                        ============      ============
</TABLE>


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

                                       F-4
<PAGE>

              SITEWORKS BUILDING AND DEVELOPMENT CO AND SUBSIDIARY
                    (FORMERLY SITEWORKS, INC. AND SUBSIDIARY)
       CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)-RESTATED
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>


                                                                        Preferred Stock                     Common Stock
                                                                   Shares             Amount         Shares                Amount
                                                                   ------             ------         ------                ------

<S>                                                                <C>               <C>              <C>                    <C>
Balance, December 31, 2003 as restated                                                                18,547                 18

Reclassification of shares To Temporary equity                                                       (18,547)               (18)
                                                                   ------             ------         -------               ------
Balance, December 31, 2003 as reported

Net loss for the year ended December 31, 2004 as reported

Adjustment

Balance, December 31, 2004 as restated

Net loss for the year ended December 31, 2005
                                                                   ------             ------         -------               ------
Balance December 31, 2005                                               0                  0               0                    0
                                                                   ======             ======         =======               ======
<CAPTION>

                                                                      Stock         Additional
                                                                   Subscription      Paid-In
                                                                    Receivable       Capital            Deficit         Total
                                                                    ----------       -------            -------         -----

<S>                                                                   <C>            <C>              <C>                <C>
Balance, December 31, 2003 as restated                                (172,500)      2,727,866        (2,608,708)        (53,323)

Reclassification of shares To Temporary equity                         172,500      (2,727,866)                0      (2,555,384)
                                                                    ----------      ----------        ----------      ----------
Balance, December 31, 2003 as reported                                                                (2,608,708)     (2,608,708)

Net loss for the year ended December 31, 2004 as reported                                             (1,458,293)     (1,458,293)

Adjustment                                                                                               240,000         240,000
                                                                                                      ----------      ----------
Balance, December 31, 2004 as restated                                                                (3,827,001)     (3,827,001)

Net loss for the year ended December 31, 2005                                                         (6,090,571)     (6,090,571)
                                                                    ----------      ----------        ----------      ----------
Balance December 31, 2005                                                    0               0        (9,917,572)     (9,917,572)
                                                                    ==========      ==========        ==========      ==========
</TABLE>


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

                                       F-5
<PAGE>

              SITEWORKS BUILDING AND DEVELOPMENT CO AND SUBSIDIARY
                    (FORMERLY SITEWORKS, INC. AND SUBSIDIARY)
         CONSOLIDATED STATEMENTS OF TEMPORARY EQUITY (DEFICIT)-RESTATED
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>


                                                                            Preferred Stock A                   Preferred Stock B
                                                                         Shares           Amount             Shares           Amount
                                                                         ------           ------             ------           ------

<S>                                                                   <C>                <C>              <C>            <C>
Balance, December 31, 2003 -Tranferred from Permanent Equity                  --              --

Shares issued for services                                                    --              --

Shares issued for cash                                                        --              --

Shares issued for compensation                                                --              --

Shares issued for compensation                                        19,813,967         198,140

Conversion of preferred shares into common shares                    (19,813,967)       (198,140)

Shares subscribed                                                             --              --

Shares issued in acquisition of Cork                                          --              --

Net loss for the year ended December 31, 2004                                 --              --
                                                                       ---------    ------------          ---------     ------------
Balance, December 31, 2004 as originally reported                             --    $         --

Adjustment

Balance, December 31, 2004 as Restated

Common stock issued for cash

Common stock issued for compensation

Preferred A shares issued to Founder                                   5,100,000           5,100

Preferred B shares issued for land                                                                        1,100,000        1,100,000

Common shares issued for debt cancellation

Reduction of subscription receviable

Common shares issued for land acquisition

Shares cancelled during the year

Stock issue in error

Reg S common shares issued

Common shares issued for services

Net loss for the year ended December 31, 2005
                                                                       ---------    ------------          ---------     ------------
Balance, December 31, 2005                                             5,100,000    $      5,100          1,100,000     $  1,100,000
                                                                       =========    ============          =========     ============
<CAPTION>

                                                                                                                    Stock
                                                                                 Common Stock                    Subscription
                                                                         Shares                Amount            Receivable
                                                                         ------                ------            ----------

<S>                                                                      <C>               <C>                  <C>
Balance, December 31, 2003 -Tranferred from Permanent Equity             18,547            $         18         $   (172,500)

Shares issued for services                                               51,260                      52                   --

Shares issued for cash                                                   18,190                      18                   --

Shares issued for compensation                                           32,500                      32                   --

Shares issued for compensation                                               --                      --                   --

Conversion of preferred shares into common shares                     2,972,095                   2,972                   --

Shares subscribed                                                     1,059,750                   1,060           (1,121,600)

Shares issued in acquisition of Cork                                      4,000                       4                   --

Net loss for the year ended December 31, 2004                                --                      --                   --
                                                                    -----------            ------------         ------------
Balance, December 31, 2004 as originally reported                     4,156,342                   4,156           (1,294,100)

Adjustment

Balance, December 31, 2004 as Restated                                4,156,342                   4,156           (1,294,100)

Common stock issued for cash                                          9,065,000                   9,065

Common stock issued for compensation                                 10,000,000                  10,000

Preferred A shares issued to Founder

Preferred B shares issued for land

Common shares issued for debt cancellation                            4,314,266                   4,314

Reduction of subscription receviable                                                                               1,294,100

Common shares issued for land acquisition                            35,000,000                  35,000

Shares cancelled during the year                                     (2,550,000)                 (2,550)

Stock issue in error

Reg S common shares issued                                           65,000,000                  65,000        (1,145,000.00)

Common shares issued for services                                    73,265,412                  73,266

Net loss for the year ended December 31, 2005
                                                                    -----------            ------------         ------------
Balance, December 31, 2005                                          198,251,020            $    198,251         $ (1,145,000)
                                                                    ===========            ============         ============
<CAPTION>

                                                                         Stock          Additional
                                                                        issued           Paid-In
                                                                       in error          Capital           Deficit        Total
                                                                       --------          -------           -------        -----

<S>                                                                  <C>               <C>               <C>           <C>
Balance, December 31, 2003 -Tranferred from Permanent Equity                           $  2,727,866                    $  2,555,384

Shares issued for services                                                                  335,399                         335,451

Shares issued for cash                                                                      155,217                         155,235

Shares issued for compensation                                                              398,828                         398,860

Shares issued for compensation                                                                   --                         198,140

Conversion of preferred shares into common shares                                           195,168                              --

Shares subscribed                                                                         1,293,040                         172,500

Shares issued in acquisition of Cork                                                        239,996                         240,000

Net loss for the year ended December 31, 2004                                                    --                              --
                                                                    -------------      ------------      ----------    ------------
Balance, December 31, 2004 as originally reported                                         5,345,514                       4,055,569

Adjustment                                                                                 (240,000)                       (240,000)

Balance, December 31, 2004 as Restated                                                    5,105,514                       3,815,570

Common stock issued for cash                                                                317,885                         326,950

Common stock issued for compensation                                                        560,000                         570,000

Preferred A shares issued to Founder                                                                                          5,100

Preferred B shares issued for land                                                                                        1,100,000

Common shares issued for debt cancellation                                                   51,771                          56,085

Reduction of subscription receviable                                                                                      1,294,100

Common shares issued for land acquisition                                                 1,067,500                       1,102,500

Shares cancelled during the year                                                               (450)                         (3,000)

Stock issue in error                                                   (1,960,000)                                       (1,960,000)

Reg S common shares issued                                                                1,080,000                              --

Common shares issued for services                                                         3,687,987                       3,761,253

Net loss for the year ended December 31, 2005                                                                                    --
                                                                    -------------      ------------      ----------    ------------
Balance, December 31, 2005                                          $  (1,960,000)     $ 11,870,207      $       --    $ 10,068,558
                                                                    =============      ============      ==========    ============
</TABLE>


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

                                       F-6
<PAGE>

              SITEWORKS BUILDING AND DEVELOPMENT CO AND SUBSIDIARY
                    (FORMERLY SITEWORKS, INC. AND SUBSIDIARY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>

                                                                                    Restated
                                                                     2005             2004
                                                                 -----------       -----------
<S>                                                              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                      $(6,090,571)      $(1,218,293)
                                                                 -----------       -----------
   Adjustments to reconcile net loss to net cash
     (used in) operating activities
     Bad debt subscriptions                                        1,187,650
     Depreciation and amortization                                     6,000             5,693
     Amortization of beneficial interest                             374,450
     Stock issued for compensation                                   575,100
     Stock issued for services                                     3,761,253           932,450

  Changes in assets and liabilities
     (Increase)Decrease in accounts receivable                       (11,240)            2,700
     (Increase)Decrease in inventory                                      --           105,000
     (Increase) in deposits                                          (10,750)               --
     Increase in accounts payable and other liabilities                  688             2,483
                                                                 -----------       -----------
     Total adjustments                                             5,883,151         1,048,326
                                                                 -----------       -----------
     Net cash (used in) operating activities                        (207,420)         (169,967)
                                                                 -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment                                (5,460)           (6,842)
                                                                 -----------       -----------
     Net cash (used in) investing activities                          (5,460)           (6,842)
                                                                 -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITES
     Proceeds from note payable - related party                       52,262          (138,000)
      Subscriptions receivable                                       106,450                --
     Payments on notes payable - vehicle                              (6,072)           (2,548)
     Increase (decrease) in amounts due officer/stockholder            5,135            (5,246)
     Proceeds from the sale of common stock                           55,000           327,735
                                                                 -----------       -----------
       Net cash provided by financing activities                     212,775           181,941
                                                                 -----------       -----------
NET INCREASE IN
    CASH AND CASH EQUIVALENTS                                           (105)            5,132

CASH AND CASH EQUIVALENTS -
    BEGINNING OF YEAR                                                  5,224                92
                                                                 -----------       -----------
CASH AND CASH EQUIVALENTS - END OF YEAR                          $     5,119       $     5,224
                                                                 ===========       ===========
SUPPLEMENTAL DISCLOSURES:
   Cash paid during the year for interest                        $     5,209       $     5,209
                                                                 ===========       ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:
   Common stock issued for services                              $ 3,761,253       $   932,450
                                                                 ===========       ===========
 Assumption of Mortgages                                         $ 1,960,000       $        --

Land acquired for stock                                          $ 2,100,000       $        --
</TABLE>


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

                                       F-7
<PAGE>

              SITEWORKS BUILDING AND DEVELOPMENT CO AND SUBSIDIARY
                (FORMERLY KNOWN AS SITEWORKS INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004


NOTE 1 -          ORGANIZATION AND BASIS OF PRESENTATION

                  Siteworks,  Inc. (the  "Company"),  was  incorporated  in the
                  State of Florida on August 8, 2001. The Company changed its
                  name on April 15, 2005 to Siteworks Building and Development
                  Co.

                  On March 13, 2002, the Company merged with Real Time Cars,
                  Inc., a Nevada corporation ("RTCI") resulting in the Company
                  existing as the surviving company. The shareholders of RTCI
                  received one share of the Company's common stock in exchange
                  for each share of common stock owned in RTCI. The merger with
                  RTCI occurred as a result of the termination of an acquisition
                  agreement between RTCI and Automated Management Resources,
                  Ltd. ("AMR"), a Nevada corporation that was controlled by the
                  Company's management and founding stockholders. AMR was
                  incorporated on April 6, 1999 and was engaged in a similar
                  business as the Company through its wholly owned subsidiary,
                  Automated Management resources, Ltd., a Barbados company ("AMR
                  Barbados"). On November 21, 2000, AMR entered into a stock
                  exchange transaction with RTCI, whereby RTCI acquired all of
                  the common stock of AMR and agreed to pay a finders' fee of
                  $200,000 to the President of AMR, and subsequently continued
                  as the surviving corporation changing its name to Real Time
                  Cars, Inc. RTCI defaulted on the finders' fee payment
                  resulting in termination of the stock exchange agreement and
                  merger with the Company on March 13, 2002.

                  The Company was incorporated to act as a construction and real
                  estate development company, to acquire operating construction
                  companies, and income producing real estate. The Company's
                  focus is on acquiring construction projects.

                  On September 29, 2003, the Company acquired Cork Acquisition
                  Corp., a Delaware corporation ("Cork") for 2,000,000 shares of
                  its common stock for all of the common stock of Cork. Prior to
                  the merger, Cork was an inactive company that had no assets or
                  liabilities.

                  For accounting purposes, the transaction was been accounted
                  for as a capital transaction. Accordingly, the Company will be
                  treated as a continuing entity for accounting purposes.


                                       F-8
<PAGE>

              SITEWORKS BUILDING AND DEVELOPMENT CO AND SUBSIDIARY
                (FORMERLY KNOWN AS SITEWORKS INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004


NOTE 1 -          ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

                  On August 13, 2005, the Company amended its share structure in
                  the following ways: 1) elected to change their preferred stock
                  series A par value from $1.00 to $0.001. 2) Change the
                  conversion ratio of the preferred stock from 300:1 to 52:1 and
                  3) reduce the common shares authorized from 10,000,000,000 to
                  500,000,000.

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  Principles of Consolidation

                  The consolidated financial statements include the accounts of
                  the Company and its wholly-owned subsidiary. All significant
                  intercompany accounts and transactions have been eliminated in
                  consolidation.

                  Use of Estimates

                  The preparation of financial statements, in conformity with
                  accounting principles generally accepted in the United States
                  of America, requires management to make estimates and
                  assumptions that affect the amounts reported in the financial
                  statements and accompanying notes. Actual results could differ
                  from those estimates.

                  Revenue and Cost Recognition

                  Currently, the Company anticipates four primary sources of
                  revenue:

                  (1) The construction of housing projects in foreign countries;
                  (2) Construction/home repairs in the United States;
                  (3) The sale of undeveloped land or real estate;


                                       F-9
<PAGE>

              SITEWORKS BUILDING AND DEVELOPMENT CO AND SUBSIDIARY
                (FORMERLY KNOWN AS SITEWORKS INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004


NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Revenue and Cost Recognition

                  The Company's revenue recognition policy for these sources of
                  revenue is as follows. The Company relies on Staff Accounting
                  Bulletin Topic 13, in determining when recognition of revenue
                  occurs. There are four criteria that the Company must meet
                  when determining when revenue is realized or realizable and
                  earned. The Company has persuasive evidence of an arrangement
                  existing; delivery has occurred or services rendered; the
                  price is fixed or determinable; and collectibility is
                  reasonably assured. Sales of real estate are generally
                  recognized under the full accrual method when each of the
                  criteria in paragraph 5 of SFAS 66 are met. Under that method,
                  gain is not recognized until the collectibility of the sales
                  price is reasonably assured and the earnings process is
                  virtually complete. When a sale does not meet the requirements
                  for income recognition a gain is deferred until those
                  requirements are met.

                  The Company recorded the sale of property under the cost
                  recovery method. When this method is used, no profit is
                  recognized on the sales transaction until the cost of the
                  property sold is recovered. (See Note 3)

                  Revenues from fixed-price and modified fixed-priced
                  construction contracts are anticipated to be recognized on the
                  percentage-of-completion method, measured by the percentage of
                  costs incurred to date compared to estimated total costs for
                  each contract.

                  Contract costs will include all direct material and labor
                  costs and those indirect costs related to contract
                  performance, such as indirect labor, supplies, tools, repairs
                  and depreciation. General and administrative costs are charged
                  to expense as incurred. Provisions for estimated losses on
                  uncompleted contracts are recognized in the period in which
                  such losses are determined. Changes in job performance, job
                  conditions and estimated profitability may result in revisions
                  to costs and income, which are recognized in the period in
                  which the revisions are determined. There are no costs
                  recognized since there were not any contracts in progress for
                  the years ended December 31, 2005 and 2004.


                                      F-10
<PAGE>

              SITEWORKS BUILDING AND DEVELOPMENT CO AND SUBSIDIARY
                (FORMERLY KNOWN AS SITEWORKS INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004


NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Revenue and Cost Recognition (Continued)

                  Revenues from time and material contracts are recognized
                  currently as the work is performed.

                  All revenues earned in 2005 were for small renovations and/or
                  repairs that were completed in 2005.

                  Cash and Cash Equivalents

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

                  The Company maintains cash and cash equivalent balances at
                  several financial institutions that are insured by the Federal
                  Deposit Insurance Corporation up to $100,000.

                  Fixed Assets

                  Fixed assets are stated at cost. Depreciation is computed
                  primarily using the straight-line method over the estimated
                  useful life of the assets.

                  Furniture and fixtures                             7    Years
                  Office equipment and vehicles                      5    Years


                                      F-11
<PAGE>

              SITEWORKS BUILDING AND DEVELOPMENT CO AND SUBSIDIARY
                (FORMERLY KNOWN AS SITEWORKS INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004


NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Income Taxes

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

                  Advertising

                  Costs of advertising and marketing are expensed as incurred.
                  Advertising and marketing costs for the years ended December
                  31, 2005 and 2004, are included in the consolidated statements
                  of operations.

                  Fair Value of Financial Instruments

                  The carrying amount reported in the consolidated balance
                  sheets for cash and cash equivalents, accounts payable and
                  accrued expenses approximate fair value because of the
                  immediate or short-term maturity of these financial
                  instruments. The carrying amount reported for notes payable
                  approximates fair value because, in general, the interest on
                  the underlying instruments fluctuates with market rates.

                  Start-up Costs

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

                  (Loss) Per Share of Common Stock

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


                                      F-12
<PAGE>

              SITEWORKS BUILDING AND DEVELOPMENT CO AND SUBSIDIARY
                (FORMERLY KNOWN AS SITEWORKS INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004


NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  The following is a reconciliation of the computation for basic
                  and diluted EPS:
<TABLE>
<CAPTION>

                                                                                                        Restated
                                                                                December 31,          December 31,
                                                                                    2005                  2004
                                                                                    ----                  ----

<S>                                                                             <C>                   <C>
                  Net Loss                                                      $(6,090,571)          ($1,218,293)
                                                                                -----------           -----------
                  Weighted-average common shares
                    outstanding (Basic)                                          98,218,292             1,965,859

                  Weighted-average common stock equivalents:
                        Stock options and warrants                                       --                    --
                                                                                -----------           -----------
                  Weighted-average common shares
                      outstanding (Diluted                                       98,218,292             1,965,859
                                                                                ===========           ===========
</TABLE>

                  Options and warrants outstanding to purchase stock were not
                  included in the computation of diluted EPS because inclusion
                  would have been antidilutive. The Company has no options or
                  warrants outstanding as of December 31, 2005 and 2004.

                  Reclassifications

                  Certain amounts for the year ended December 31, 2004 have been
                  reclassified to conform to the presentation of the December
                  31, 2005 amounts. The reclassifications have no effect on net
                  loss for the year ended December 31, 2004.


                                      F-13
<PAGE>

              SITEWORKS BUILDING AND DEVELOPMENT CO AND SUBSIDIARY
                (FORMERLY KNOWN AS SITEWORKS INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004


NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  Recent Accounting Pronouncements

                  In November 2004, the FASB issued Financial Accounting
                  Standards No. 151 (FAS 151), "Inventory Costs - an amendment
                  of ARB No. 43, Chapter 4". FAS 151 clarifies the accounting
                  for abnormal amounts of idle facility expense, freight,
                  handling costs and spoilage. In addition, FAS 151 requires
                  companies to base the allocation of fixed production overhead
                  to the costs of conversion on the normal capacity of
                  production facilities. FAS 151 is effective for the Company in
                  2006. The Company does not expect FAS 151 to have a material
                  impact on its results or financial statements.

                  On December 16, 2004, FASB issued Financial Accounting
                  Standards No. 153, Exchanges of Non-monetary Assets, an
                  amendment of APB Opinion No. 29, Accounting for Non-monetary
                  Transactions ("FAS 153"). This statement amends APB Opinion 29
                  to eliminate the exception for non-monetary exchanges of
                  similar productive assets and replaces it with a general
                  exception for exchanges of non-monetary assets that do not
                  have commercial substance. Under FAS 153, if a non-monetary
                  exchange of similar productive assets meets a
                  commercial-substance criterion and fair value is determinable,
                  the transaction must be accounted for at fair value resulting
                  in recognition of any gain or loss. FAS 153 is effective for
                  non-monetary transactions in fiscal periods that begin after
                  June 15, 2005. The Company does not anticipate that the
                  implementation of this standard will have a material impact on
                  its financial position, results of operations or cash flows.

                  In December 2004, the FASB issued Financial Accounting
                  Standards No. 123 (revised 2004) (FAS 123R), "Share-Based
                  Payment, "FAS 123R replaces FAS No. 123, "Accounting for
                  Stock-Based Compenasation", and supersedes APB Opinion No. 25,
                  "Accounting for Stock Issued to Employees." FAS 123R requires
                  compensation expense, measured as the fair value at the grant
                  date, related to share-based payment transactions to be
                  recognized in the financial statements over the period that
                  an employee provides service in exchange for the award. The
                  Company intends to adopt FAS 123R using the "modified
                  prospective" transition method as defined in FAS 123R. Under
                  the modified prospective method, companies are required to
                  record compensation cost prospectively for the unvested
                  portion, as of the date of adoption, of previously issued and
                  outstanding awards over the remaining vesting period of such
                  awards. FAS 123R is effective January 1, 2006. The Company is
                  evaluating the impact of FAS 123R on its' results and
                  financial position.


                                      F-14
<PAGE>

              SITEWORKS BUILDING AND DEVELOPMENT CO AND SUBSIDIARY
                (FORMERLY KNOWN AS SITEWORKS INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004


NOTE 3-           INVENTORY

                  The Company on July 31, 2003, purchased an undeveloped parcel
                  of land in Jupiter, Florida in the amount of $105,000. The
                  Company has recorded this asset as inventory and this amount
                  is stated at cost which includes specifically identifiable
                  costs. The Company held this property until September 28,
                  2004, which at that time was sold for a price of $220,000.

NOTE 4-           PROPERTY AND EQUIPMENT

                  Property and equipment consist of the following at December
                  31, 2005 and 2004:
<TABLE>
<CAPTION>

                                                                  2005                  2004
                                                              -----------            ----------

<S>                                                           <C>                    <C>
         `        Land                                        $ 2,100,000                    --

                  Furniture, fixtures and equipment                20,716            $   16,144
                  Vehicle                                          20,794                20,794
                                                              -----------            ----------
                                                                2,141,510                36,938
                  Less:  accumulated depreciation                 (17,498)              (11,498)
                                                              -----------            ----------
                  Net book value                              $ 2,124,012            $   25,440
                                                              ===========            ==========
</TABLE>

                  Depreciation expense for the years ended December 31, 2005 and
                  2004 was $6,000 and $5,693, respectively.


                                      F-15
<PAGE>

              SITEWORKS BUILDING AND DEVELOPMENT CO AND SUBSIDIARY
                (FORMERLY KNOWN AS SITEWORKS INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004


NOTE 5-           NOTES PAYABLE- RELATED PARTY

                  The Company had a construction bridge loan and note payable in
                  the amount of $150,000 due to a related party. The note
                  required a balloon payment of principal and interest at a rate
                  of 12% due on July 23, 2004. The note was collateralized by
                  land and 150,000 shares of the Company's common stock.
                  Interest expense in 2004 was $5,209. The Company paid back
                  $123,000 in February and March 2004, and reclassified the
                  remaining $27,000 to another individual who assumed the note
                  payable, which was subsequently paid off. At December 31, 2004
                  this balance was paid off.

NOTE 6-           DUE TO OFFICER

                  The Company had outstanding at December 31, 2005, of $5,135 to
                  an officer/stockholder for expenses advanced on behalf of the
                  Company. There were no specific repayment terms.

NOTE 7-           PROVISION FOR INCOME TAXES

                  Deferred income taxes will be determined using the liability
                  method for the temporary differences between the financial
                  reporting basis and income tax basis of the Company's assets
                  and liabilities. Deferred income taxes will be measured based
                  on the tax rates expected to be in effect when the temporary
                  differences are included in the Company's consolidated tax
                  return. Deferred tax assets and liabilities are recognized
                  based on anticipated future tax consequences attributable to
                  differences between financial statement carrying amounts of
                  assets and liabilities and their respective tax bases.

                  At December 31, 2005 and 2004, deferred tax assets
                  approximated the following:
                                                        2005            2004
                                                    -----------     -----------
                  Deferred tax asset                $ 2,975,000     $ 1,148,100
                  Less:  valuation allowance         (2,975,000)     (1,148,100)
                                                    -----------     -----------
                                                    $       -0-     $       -0-
                                                    ===========     ===========

                  At December 31, 2005 and 2004, the Company had deficits
                  accumulated approximating $9,917,572 and $3,827,000
                  respectively, available to offset future taxable income
                  through 2023. The Company established valuation allowances
                  equal to the full amount of the deferred tax assets due to the
                  uncertainty of the utilization of the operating losses in
                  future periods.


                                      F-16
<PAGE>

              SITEWORKS BUILDING AND DEVELOPMENT CO AND SUBSIDIARY
                (FORMERLY KNOWN AS SITEWORKS INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004


NOTE 8-           STOCKHOLDERS' EQUITY (DEFICIT)

                  At December 31, 2005, the Company has three classes of stock;
                  a convertible Series A preferred class with a par value of
                  $.001 with 20,000,000 shares authorized, a convertible Series
                  B preferred stock with a par value of $1.00 with 20,000,000
                  shares authorized and a common class with a par value of $.001
                  and 500,000,000 shares authorized.

                  At December 31, 2004, the Company has three classes of stock;
                  a convertible Series A preferred class with a par value of
                  $1.00 with 20,000,000 shares authorized, a convertible Series
                  B preferred stock with a par value of $1.00 with 20,000,000
                  shares authorized and a common class with a par value of $.001
                  and 100,000,000 shares authorized.

                  The Company in 2005 and 2004 did numerous Amendments to the
                  share structure that may not have had the appropriate
                  shareholder approval (See Note 9)

                  The following details the share issuances in 2005 and 2004:

                  Preferred Stock:

                  In May 2005, the Company issued 5,100,000 shares of
                  convertible preferred Series A shares with voting rights of
                  one preferred share equivalent to 52 to 1 common shares of the
                  Company. The transaction was booked at par value or $5,100.

                  In June 2005, the Company issued 1,100,000 shares of preferred
                  Series B valued at $1.00 a share for a partial payment on
                  land.

                  There were no preferred stock issuances in 2004.

                  Common Stock Transactions:
                  2005

                  The Company issued 35,000,000 shares of common stock at fair
                  value $1,102,500 for the payment of land. There was $102,500
                  recorded as beneficial interest.


                                      F-17
<PAGE>

              SITEWORKS BUILDING AND DEVELOPMENT CO AND SUBSIDIARY
                (FORMERLY KNOWN AS SITEWORKS INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004


NOTE 8-           STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)

                  Common Stock Transactions:
                  2005 (Continued)

                  The Company issued during the year 10,000,000 shares of stock
                  to the President of the corporation which was recorded as
                  compensation at fair value of $570,000.

                  The Company issued during the year 73,265,412 shares of stock
                  to consultants for services rendered at fair value of
                  $3,761,253.

                  The Company issued 4,314,266 shares for debt cancellation at
                  fair value of $56,085.

                  The Company issued 9,065,000 shares for cash of $55,000 and
                  recorded a beneficial interest amount of $271,950 to account
                  for fair value.

                  In April 2005, 2,550,000 shares of par value common stock were
                  cancelled.

                  The Company in 2005 provided for an allowance against stock
                  issued as subscriptions receivable of $1,187,650.

                  The Company issued 65,000,000 Reg S shares that are recorded
                  at market value for money to be received in the future valued
                  at $1,145,000.

                  2004

                  On April 9, 2004, the Company authorized the issuances of new
                  Series A Preferred Stock. They have authorized the issuance of
                  20,000,000 shares, and issued 19,813,967 of these shares to
                  the Company's President. These shares were converted in August
                  2004.

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


                                      F-18
<PAGE>

              SITEWORKS BUILDING AND DEVELOPMENT CO AND SUBSIDIARY
                (FORMERLY KNOWN AS SITEWORKS INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004


NOTE 8-           STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)

                  For the year ended December 31, 2004, the Company issued
                  8,000,000 shares of common stock pre-stock split and 4,000
                  shares of common stock post-stock split as part of the Cork
                  Acquisition; 36,380,000 shares of common stock pre-stock split
                  and 18,190 shares of common stock post-stock split for cash ;
                  520,300,000 shares of common stock pre-stock split and
                  1,059,750 shares of common stock post-stock split for
                  subscriptions of stock; 597,000,000 shares of common stock
                  pre-stock split and 3,004,595 shares of common stock
                  post-stock split (which includes 2,972,095 shares of common
                  stock which converted 19,813,967 shares of preferred stock)
                  for compensation to the officer; and 102,520,000 shares of
                  common stock pre-stock split and 51,260 shares of common stock
                  post-stock split for services rendered.

NOTE 9-           TEMPORARY EQUITY

                  The Company has recorded on its balance sheet as a temporary
                  equity account for those securities issued that may not be in
                  compliance with the registration provisions of the Securities
                  Act of 1933, as amended and for the issuance of common and
                  preferred stock that may not have been validly authorized. All
                  related amounts that were previously included in common stock
                  and additional paid-in amounts of the permanent stockholders'
                  equity (deficit) section have been reclassified to temporary
                  equity as their redemption may not be solely within the
                  control of the issuer.

                  Temporary equity at December 31, 2005 and 2004 was $10,068,558
                  and $3,815,570, respectively.

NOTE 10-          CONTINGENCY/UNCERTAINTY

                  The Company during the year ended December 31, 2005, became
                  aware that some or all of the capital changes were not validly
                  adopted by the Company's Board of Directors, approved by the
                  Company's shareholders, or filed with the Secretary of State
                  as required by the laws of the State of Florida. As a result,
                  it appears that the Company never has been authorized to issue
                  certain shares of its common and preferred stock.

                  Therefore, these amounts have been reclassified to temporary
                  equity (See Note 9). In addition, the Company reserved
                  1,187,650 of subscriptions receivable that may not be
                  collected.


                                      F-19
<PAGE>

              SITEWORKS BUILDING AND DEVELOPMENT CO AND SUBSIDIARY
                (FORMERLY KNOWN AS SITEWORKS INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004


NOTE 11-          GOING CONCERN

                  As shown in the accompanying consolidated financial
                  statements, the Company incurred substantial net losses since
                  inception and doesn't have the revenue stream to support
                  itself. There is no guaranty whether the Company will be able
                  to generate enough revenue and/or raise capital to support
                  those operations. This raises doubt about the Company's
                  ability to continue as a going concern.

                  In addition, the Company may have issued certain shares of its
                  stock that were not validly authorized (See Notes 8, 9 and
                  10).

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

                  The consolidated financial statements do not include any
                  adjustments that might results from t he outcome of these
                  uncertainties.

NOTE 12-          LAND AND MORTGAGES PAYABLE

                  In June 2005, the Company issued 1,100,000 shares of preferred
                  stock Series B value at $1.00 a share. The Company also issued
                  35,000,000 shares of common stock par value valued at
                  $1,000,000 in order to purchase property from Munich LLC. The
                  property was appraised at $2,100,000.

                  Subsequently to the purchase, the Company discovered that the
                  property wasn't free and clear of mortgages and/or liens. The
                  Company has paid $2,100,000 for the land and recorded the
                  deed. The Company purports that they are trying to recover the
                  stock issued to the former seller.

                  A final determination has not been finalized.


                                      F-20
<PAGE>

              SITEWORKS BUILDING AND DEVELOPMENT CO AND SUBSIDIARY
                (FORMERLY KNOWN AS SITEWORKS INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2005 AND 2004


NOTE 13-          RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS AND
                  RELATED NOTES

                  The Company has restated their 2004 financial statements and
                  related notes for the following reasons:

                          A.   To take into effect the reverse stock splits that
                               occurred in both 2004 and 2003. The Company has
                               retroactively reflected the reverse stock splits
                               in the consolidated balance sheets, consolidated
                               statement of changes in stockholders' equity
                               (deficit), the earnings per share calculations,
                               and throughout the consolidated financial
                               statements with respect to share amounts
                          B.   The company issued 4,000 and 1,000 post split
                               shares of stock in 2004 and 2003 respectively to
                               Cork as part of an agreement. This was part of
                               the capital transaction of Siteworks and Cork.

                  The net effect of this restatement is as follows:
<TABLE>
<CAPTION>

                                                                         Originally
                                                           Restated       Reported
                                                             2004           2004
                                                         -----------    -----------
<S>                                                      <C>            <C>
                  Net Loss                               $(1,218,293)   $(1,458,293)
                                                         ===========    ===========
                  Net Loss per Basic and Diluted Shares  $     (0.62)   $     (0.74)
                                                         ===========    ===========
</TABLE>

                  The Company has also amended its previously issued balance
                  sheet and statement of temporary equity to reflect the proper
                  amount of common stock outstanding for the year ended December
                  31, 2005.


                                      F-21

<PAGE>

ITEM -8- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         Effective June 24, 2004, the board of directors of the Company
dismissed the Company's certified public accountants, Liebman Goldberg & Drogin
LLP ("Liebman"). Liebman did not complete its audit, never issued an opinion
regarding the Company's financial statements for fiscal years ended December 31,
2003 and 2002, respectively, and only provided the Company with draft opinion
and financials.

         Consequently, there was no principal accountant's or any accountant's
report on the Company's financial statements for either of the fiscal years
ended December 31, 2003 or 2002, respectively, and, therefore, there was no
opinion or disclaimer of opinion from any accountant, nor was any accountant's
report modified as to uncertainty, audit scope, or accounting principles.

         There were no disagreements with any accountant, whether or not
resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
the former accountant's satisfaction, would have caused it to make reference to
the subject matter of the disagreement(s) in connection with the fiscal years
ended December 31, 2003 or 2002, respectively, and any subsequent period
preceding the date of the dismissal.

         The Company requested Liebman to furnish a letter addressed to the SEC
stating whether or not it agrees with the statements made by the Company in its
current report on Form 8-K dated May 24, 2005. A copy of such letter dated July
20, 2005 was filed with the SEC as an exhibit to the Company's current report on
Form 8-K dated July 22, 2005.

         The board of directors of the Company engaged Bagell, Josephs &
Company, L.L.C. ("Bagell") as its independent registered public accounting firm
effective July 12, 2004. During the fiscal years ended December 31, 2003 and
2002, respectively, and through June 24, 2004, the Company has not consulted
with Bagell regarding either: (i) the application of accounting principles to a
specified transaction, either completed or contemplated, or the type of audit
opinion that might be rendered on the Company's financial statements and neither
written nor oral advice was provided to the Company that was an important factor
considered by the Company in reaching a decision as to the accounting, auditing
or financial reporting issue; or (ii) any matter that was the subject of a
disagreement or event identified in Item 304(a)(1)(iv) of Regulation S-B.

         CONTROLS AND PROCEDURES

         The Company, under the supervision and with the participation of its
management, including its principal executive officer and principal financial
officer, evaluated the effectiveness of the design and operation of its
disclosure controls and procedures as of the end of the period covered by this
report. Based on this evaluation, the principal executive officer and principal
financial officer concluded that the Company's disclosure controls and
procedures were not effective as of December 31, 2005 in reaching a reasonable
level of assurance that information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act is accumulated,
recorded, processed, summarized, communicated to the Company's management to
allow timely decisions regarding the required disclosure, and reported within
the time period specified in the SEC's rules and forms.

         The principal executive officer and principal financial officer
determined that no changes in the Company's internal control over financial
occurred during the quarter (the Company's fourth fiscal quarter in the case of
an annual report) that have materially affected or which are reasonably likely
to materially affect the Company's internal control over financial reporting.


                                       21
<PAGE>

         A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the
control system are met. Further, the design of a control system must reflect the
fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the Company have been
detected. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected. The
Company conducts periodic evaluations to enhance, where necessary its procedures
and controls.

ITEM 8B-OTHER INFORMATION

         NONE


                                       22
<PAGE>

                                    PART III

ITEM 9- DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

         The following table sets forth information about the Company's
directors and executive officers.

<TABLE>

          Name             Age(1)             Position Held in the Company                  Director Since
-----------------          ------   ------------------------------------------------      ------------------
<S>                          <C>    <C>                                                          <C>
Carl M. Nurse                51     Chairman of the Board, Chief Executive Officer,              2001
                                    Chief Financial Officer, President, Secretary
                                    and Treasurer

Beverly Callender            49     Director                                                     2003
</TABLE>

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

(1) As of March 30, 2006

         The Company's directors serve until the next annual meeting of the
Company's shareholders and until his or her successor shall have been elected
and qualified, except in the event of the director's earlier resignation or
removal. There is no family relationship between any of the directors or
executive officers of the Company.

         Mr. Nurse founded the Company in August 2001 and has served as the
Company's President, Treasurer and Secretary since inception. Mr. Nurse has
served as Chairman of the Board,, Chief Executive Officer and Chief Financial
Officer since inception. Mr. Nurse has been Chief Executive Officer of Automated
Management Resources, Ltd. from 1999 until 2001. Mr. Nurse has 25 years of
varied experience in all phases of construction and construction management
including design, development, construction, administration, marketing, and
sales accounting. Mr. Nurse has had over fifteen years management experience in
the management construction companies at various levels ranging from scheduling
of construction activities through operations and strategic management of the
companies. A graduate engineer from Farleigh Dickenson University, Teaneck, New
Jersey, Mr. Nurse has had specialized training in a number of relevant areas
including: labor relations, production management, quality control, and sales
and marketing. Mr. Nurse has held positions of Project Engineer, Scheduling
Technician, Project Manager, Construction Manager, Vice President and Chief
Executive Officer. Companies worked with included Titian Realty & Construction
of New York, Pullman Kellogg of Texas, a builder of power plants, and Walsh
Construction of Connecticut, a division of Hydroelectric Plant builder Guy F
Atkinson.

         Beverly Callender has served as a director of the Company since 2003.
Ms. Callendar has been a self-employed mortgage broker since 2005. From 2003 to
2005, Ms. Callendar served as a mortgage processor for Bank Atlantic. From 2002
to 2003, Ms. Callendar was a substitute teacher in the Broward County School
District. In 2003, Ms. Callendar received her MBA from Florida Atlantic
University. From 1997 to 2001, Ms. Callendar was a senior loan officer at
General Finance in Barbados. From 1993 to 1997, Ms. Callendar served as the
manager of the credit cards and collections department at Mutual Bank in
Barbados.

Audit Committee Financial Expert

         The Company does not have a separately-designated audit committee, and,
therefore, the Company does not have an audit committee financial expert.


                                       23
<PAGE>

Code of Ethics

         The Company's board of directors adopted the Code of Ethics that
applies to the Company's directors, officers and employees, including Chief
Executive Officer (i.e., the principal executive officer), Chief Financial
Officer (i.e., the principal financial officer), Principal Accounting Officer,
Controller or any other person performing similar functions. A copy of the Code
of Ethics is attached as Exhibit 14.1 to this Form 10-KSB.

         The Company made no waivers from our changes to the Code of Ethics.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section 16(a) of the Exchange Act requires the Company's directors,
officers and persons who beneficially own more than 10% of Common Stock
(collectively, the "Insiders") to file initial statements of beneficial
ownership and statements of changes in their beneficial ownership of Common
Stock with the SEC. The SEC regulations require Insiders to furnish the Company
with copies of all Section 16(a) statements they file. Based solely on the
Company's review of the copies of such statements received by it, the Company
believes that the Insiders complied with all applicable Section 16(a) filing
requirements for the fiscal year ended December 31, 2005, except for the
replacement issuance of founding shares issued to Mr. Nurse of 10,000,000 shares
of common stock.

ITEM 10- EXECUTIVE COMPENSATION

Summary Compensation Table

         The following table sets forth information regarding compensation
awarded to, earned by or paid to the Company's chief executive officer for all
services rendered in all capacities to the Company and its subsidiary.

<TABLE>
<CAPTION>

                                     Annual Compensation                   Long-Term Compensation
                                    --------------------                  ------------------------
                                                                          Restricted   Securities
                                                           Other Annual     Stock      Underlying     All Other
Name and Principal Position  Year    Salary      Bonus     Compensation   Awards ($)   Options (#)  Compensation
---------------------------  ----   --------    --------   ------------   ---------   ------------  -------------
<S>                          <C>    <C>           <C>         <C>          <C>        <C>                 <C>
Carl M. Nurse, CEO (1)...    2005   $    0         0                       575,100    5,100,000 a          0
                                                                                      10,000,000
                             2004        0         0          $4,764       719,131    3,043,476            0
                             2003        0         0            0          456,750           0             0
</TABLE>

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

(1)      The Company has not paid its Chief Executive Officer any salary or
         bonus during fiscal years ended December 31, 2001, 2002, 2003 and 2004.

(2)      Represents the Company's payments of the automobile note payable of
         $397 per month. [

(3)      A: 5,100,000 preferred A, 10,000,000 shares of common (S8)

(4)      This represents the dollar value of control stock issued to Mr. Nurse.


                                       24
<PAGE>

         The Company has not granted any options to purchase shares of its
Common Stock since its incorporation in 2001

         Agreements between Mr. Nurse and the Company

         The following summaries of the Individual Employment Agreement (the
"Agreement") and the Indemnity Agreement (the "Indemnity Agreement") between the
Company and Mr. Nurse are not intended to be complete and are qualified in their
entirety by reference to the documents attached as exhibits to this Annual
Report on Form 10-KSB.

Individual Employment Agreement

         On August 9, 2001 , the Company and Mr. Nurse entered into the
Agreement, pursuant to which Mr. Nurse is employed as President and Chief
Executive Officer of the Company. The Agreement provides that Mr. Nurse's annual
salary will be $150,000, when revenues reach $4,000,000, and thereafter the
annual salary will increase to $250,000 when revenues reach $10,000,000. The
salary will also be reviewed when revenues are in excess of $15,000,000 per
year. Generally, the Company agreed to review Mr. Nurse's salary on an annual
basis. Mr. Nurse will be eligible to receive a bonus provided Mr. Nurse
achieves, in the reasonable opinion of the Company, the objectives agreed
between the Company and Mr. Nurse.

         The Agreement states that Mr. Nurse will be provided with a car for
work purposes and for his own personal use in non work time. Pursuant to the
Agreement, Mr. Nurse will be paid (i) a travel allowance of $20,000 per year;
(ii) an automobile allowance of $1,500 per month; and (iii) an entertainment
allowance of $12,000 per year. Under the terms of the Agreement, the Company
agreed to provide Mr. Nurse and his family with medical insurance up to a value
of $15,000 per year and to pay $1,500 per year to a club or gym that Mr. Nurse
joins.

         Under the Agreement, the Company will, to the extent permissible under
law, indemnify Mr. Nurse from and against all actions, claims and demands
brought against Mr. Nurse by any third party relating to the performance of Mr.
Nurse's employment, provided that Mr. Nurse's actions were in good faith and did
not involve recklessness, willful neglect or any willful failure to carry out a
lawful instruction from the Company.

         Mr. Nurse agreed not to, whether during the term of the Agreement or
after its termination for whatever reason, use, disclose or distribute to any
person or entity, otherwise than as necessary for the proper performance of his
duties and responsibilities under the Agreement, or as required by law, any
confidential information, messages, data or trade secrets acquired by Mr. Nurse
in the course of performing his services under the Agreement. This includes, but
is not limited to, information about the Company's business. All work produced
for the Company by Mr. Nurse under the Agreement or otherwise and the right to
the copyright and all other intellectual property in all such work is considered
to be the sole property of the Company.

         If, while performing his duties and responsibilities under the
Agreement, Mr. Nurse becomes aware of any potential or actual conflict between
his interests and those of the Company, then Mr. Nurse will be obligated to
immediately inform the Company. Where the Company believes that such a conflict
does or could exist, it may direct Mr. Nurse to take action(s) to resolve that
conflict. When acting in his capacity as an employee, Mr. Nurse agreed to not,
either directly or indirectly, receive or accept for his own benefit or the
benefit of any person or entity other than the Company any gratuity, emolument,
or payment of any kind from any person having or intending to have any business
with the Company.


                                       25
<PAGE>

         Mr. Nurse agreed that for a period of one year following the
termination of his employment for whatever reason, he will not, either
personally, or as an employee, consultant or agent for any other entity or
employer, solicit or engage or employ any employee of the Company with whom Mr.
Nurse had any dealings when employed with the Company.

         If Mr. Nurse's employment is terminated on the basis of redundancy, Mr.
Nurse will be entitled to redundancy compensation in the sum of $50,000. Under
the Agreement, "redundancy" is a situation where the position of employment of
an employee is or will become surplus to the requirements of the Company's
business.

         The Company may terminate the Agreement summarily and without notice
for serious misconduct on the part of Mr. Nurse, which includes, but is not
limited to: (i) theft; (ii) dishonesty; (iii) harassment of a work colleague or
customer; (iv) serious or repeated failure to follow a reasonable instruction;
(v) deliberate destruction of any property belonging to the Company; or (vi)
actions which seriously damage the Company's reputation.

         If Mr. Nurse was absent from work for three consecutive working days
without any notification to the Company, and the Company has made reasonable
efforts to contact Mr. Nurse, the Agreement will automatically terminate on the
expiry of the third day without the need for notice of termination of
employment.

Indemnity Agreement

         On August 9, 2001, the Company and Mr. Nurse entered into the Indemnity
Agreement. Subject to certain exceptions set forth in the Indemnity Agreement,
the Company will pay on behalf of Mr. Nurse, and his executors, administrators
or assigns, any amount which he is or becomes legally obligated to pay because
of any claim or claims made against him because of any act or omission or
neglect or breach of duty which he commits or suffers while acting in his
capacity as a director or officer of the Company. The payments which the Company
will be obligated to make under the Indemnity Agreement will include, inter
alia, damages, judgments, settlements, costs of investigation and costs of
defense of legal, criminal or equitable actions, claims or proceedings and
appeals therefrom, including attorneys' fees of Mr. Nurse, costs of attachment
or similar bonds, costs of establishing a right to indemnification under the
Indemnity Agreement, and fines, penalties or other obligations or fees imposed
by law.

         If a claim under the Indemnity Agreement is not paid by the Company
within 60 days after a written claim has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and if successful, in whole or in part, the
claimant also will be entitled to receive from the Company claimant's reasonable
attorneys' fees and other expenses of prosecuting such claim.

         Costs and expenses (including attorneys' fees) incurred by Mr. Nurse in
defending or investigating any action, suit, proceeding or investigation will be
paid by the Company in advance of the final disposition of such matter. Mr.
Nurse agrees to repay any such advances in the event that it is ultimately
determined that Mr. Nurse is not entitled to indemnification under the terms of
the Indemnity Agreement. Notwithstanding the foregoing or any other provision of
the Indemnity Agreement, no advance will be made by the Company if a
determination is reasonably and promptly made by the board of directors by a
majority vote of a quorum of disinterested directors or by independent legal
counsel, that, based upon the facts known to the board or counsel at the time
such determination is made, (i) Mr. Nurse knowingly and intentionally acted in
bad faith, and (ii) it is more likely than not that it will ultimately be
determined that Mr. Nurse is not entitled to indemnification under the terms of
the Indemnity Agreement.


                                       26
<PAGE>

         Nothing contained in the Indemnity Agreement will be deemed to diminish
or otherwise restrict Mr. Nurse's right to indemnification under any provision
of the articles of incorporation or bylaws of the Company or under Florida law.

ITEM 11- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

         The following table sets forth information as of March 30, 2006 with
respect to the beneficial ownership of Common Stock by: (i) each person who is
known to the Company to be the beneficial owner of more than five percent of the
Company's outstanding Common Stock, (ii) each of the Company's directors, (iii)
the Company's Chief Executive Officer [and each other executive officer whose
total annual salary and bonus for the fiscal year ended December 31, 2005
exceeded $100,000]; and (iv) all of the Company's directors and executive
officers as a group.

         The securities "beneficially owned" by an individual, as shown in the
table below, are determined in accordance with the definition of "beneficial
ownership" set forth in the SEC regulations. Accordingly, beneficially-owned
securities may include securities owned by or for, among others, the spouse
and/or minor children of the individual and any other relative who has the same
home as such individual, as well as other securities as to which the individual
has or shares voting or investment power or has the right to acquire under
outstanding stock options, warrants or convertible securities within 60 days
after March 30, 2006. Shares subject to stock options, warrants or convertible
securities, which an individual has the right to acquire within 60 days after
March 30, 2006, are deemed to be outstanding for the purpose of computing the
percentage of outstanding shares of the class owned only by such individual or
any group including such individual. Beneficial ownership may be disclaimed as
to some of the securities.

<TABLE>
<CAPTION>

          Name and Address of                    Amount and Nature of
           Beneficial Owner*                     Beneficial Ownership                     Percent of Class
-------------------------------------     -----------------------------------     --------------------------------
<S>                                                   <C>                                     <C>
Carl M. Nurse (1)                                     [3,043,476]                              [3.00]%

All directors and executive officers
as a group                                            [3,043,476]                             [75.00]%
</TABLE>

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

*        The business address of the Company's directors and executive officers
         if c/o SiteWorks Building & Development Co., 6464 N W 5th Way, Ft.
         Lauderdale Fl 33309

(1)      Restricted Founder l shares issued to Mr. Nurse in lieu of cash
         compensation.

         Equity Compensation Plan Information

         The Company did not have any equity compensation plans during the
fiscal year ended December 31, 2005.


                                       27
<PAGE>

         In 2005 the company filed an incentive plan to for its employees, and
professionals whom the company retains from time to time to perform specific
tasks. The initial plan was filed on April 19, 2005, and revised on June 8, 2005
subsequently revised again on October 25, 2005. The S-8 filings are hereby
incorporated by referenced,

ITEM 12- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company had a construction bridge loan and note payable in the
amount of $150,000 due to a related party. The note required a balloon payment
of principal and interest at a rate of 12% due on July 23, 2004. The note was
collateralized by land and 150,000 shares of the Company's common stock.
Interest expense in 2004 was $5,209. The Company paid back $123,000 in February
and March 2004, and reclassified the remaining $27,000 to another individual who
assumed the note payable, which was subsequently paid off. At December 31, 2004
this balance was paid off.

         The Company had outstanding at December 31, 2005, of $5,135 to an
officer/stockholder for expenses advanced on behalf of the Company. There were
no specific repayment terms.

ITEM 13- EXHIBITS

         The following exhibits are filed with this Form 10-KSB:

2.1            Plan of Merger with RealTimeCars, Inc. dated ________.

2.2            Plan of Merger with Cork Acquisition Corp. dated ________.

3.1            Articles of Incorporation, as amended.

3.2            Bylaws.

4.1

10.1           Employee Incentive and Consultant Compensation Plan a/k/a 2005
               Performance Incentive Plan.

10.2           Lease Agreement between the Company and WR Tax Certificates dated
               ________.

10.3           Individual Employment Agreement between the Company and Mr. Nurse
               dated _______.

10.4           Indemnity Agreement between the Company and Mr. Nurse dated
               August 9, 2001.

10.5           Business Development Retainer Agreement between the Company and
               Ken Ash Jr. dated February 4, 2004.

10.6           Consulting Agreement between the Company and Nassau International
               Consultants Inc. dated February 4, 2004.

10.7           Agreement between the Company and Equitilink, LLC dated April 15,
               2004.


                                       28
<PAGE>

10.8           Financing Finder's Fee Agreement between the Company and Falcon
               Financial Consulting, LLC dated December 10, 2004.

10.9           Financing Finder's Fee Agreement between the Company and Kevin
               Carson and/or KJC Consulting dated December 14, 2004.

10.10          Management Consulting Agreement between the Company and David
               Gaal, Stock Focus Capital dated ______________.

10.11          [Notes] [SEE NOTES 5, 6, 7TO FINANCIAL STATEMENTS; NOTES RELATED
               TO THE JUPITER LOT]

10.12          [Agreements related to construction projects, the transaction
               with Ubuy and transactions in connection with the  Jupiter Lot]

11.1           Statement regarding computation of per share earnings.

14.1           Code of Ethics.

21.1           Subsidiaries of the Company.

23.1           Consent of Bagell, Josephs & Company, L.L.C.

31.1           Certification of Chief Executive Officer and Chief Financial
               Officer pursuant to Rule 13a-14(a) under the Exchange Act.

32.1           Certification of Chief Executive Officer and Chief Financial
               Officer pursuant to 18 U.S.C. Section 1350.


ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

         The board of directors has appointed Bagell, Josephs & Company, L.L.C.,
an independent registered public accounting firm, to serve as the Company's
independent auditors for the fiscal years ended December 31, 2005 and 2004,
respectively.

Audit Fees

         The aggregate fees billed by Bagell, Josephs & Company, L.L.C. for
professional services rendered for the audit of the Company's annual financial
statement (and the review of the Company's financial statements included in the
Company's quarterly reports on Form 10-QSB) for the fiscal years ended December
31, 2005 and December 31, 2004 were $____________ and $___________,
respectively.

Audit-Related Fees

         The aggregate fees billed by Bagell, Josephs & Company, L.L.C. for
assurance and related services that are reasonably related to the performance of
the audit or review of the Company's financial statements for the fiscal years
ended December 31, 2005 and December 31, 2004 and that are not disclosed in the
paragraph captioned "Audit Fees" above were $____________ and $___________,
respectively.


                                       29
<PAGE>

Tax Fees

         The aggregate fees billed by Bagell, Josephs & Company, L.L.C. for
professional services rendered for tax compliance, tax advice and tax planning
for the fiscal years ended December 31, 2005 and December 31, 2004 were $______
and $_________, respectively.

         All Other Fees

         The aggregate fees billed for services rendered by Bagell, Josephs &
Company, L.L.C., other than for services covered by the preceding three
paragraphs, for the fiscal years ended December 31, 2004 and December 31, 2003
were $______ and $_________, respectively. (There are no there fees.)_

         Pre-Approval Policies

         [To help ensure the independence of the Company's independent
registered public accounting firm, the board of directors has adopted a policy
for the pre-approval of all audit and non-audit services to be performed for the
Company by its independent registered public accounting firm. Pursuant to this
policy, all audit and non-audit services to be performed by the independent
registered public accounting firm must be approved in advance by the board of
directors. The board of directors may delegate to one or more of its members the
authority to grant the required approvals, provided that any exercise of such
authority is presented to the full board of directors at its next regularly
scheduled meeting.


                                       30
<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

SITEWORKS BUILDING & DEVELOPMENT CO.

/s/ Carl M. Nurse

-----------------------------------------------------
Carl M. Nurse, President, Chief Executive Officer and
  Chief Financial Officer

Date: _____________, 2006

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

<TABLE>

NAME                                            TITLE                                             DATE
--------------------------------------          -----------------------------------------         -----------------
<S>                                             <C>                                               <C>
/s/ Carl M. Nurse                               President, Chief Executive Officer, Chief         _________, 2006
-----------------------                         Financial Officer and Director (Principal
Carl M. Nurse                                   Executive Officer and Principal Financial
                                                Officer)

/s/ Beverly Callender                           Director                                          _________, 2006
-----------------------
Beverly Callender
</TABLE>

[ADD OTHER CURRENT DIRECTORS, IF ANY]


                                       31

<PAGE>

                                  EXHIBIT INDEX

                   [TO BE INSERTED WHEN ITEM 13 IS FINALIZED]



                                       32