**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**Form
      10-KSB/A**


**(Amendment
        No. 2)**




(Mark
      One)


xANNUAL
      REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For
      the
      fiscal year ended December 31, 2004




oTRANSITION
      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 of incorporation or organization)
            (I.R.S.
                Employer Identification No.)**2534
                N Miami Ave., Miami, Florida 33127**(Address
                of principal executive offices) (Zip Code)Issuer’s
                telephone number (305) 573-9339





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. o




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 o 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. o  Indicate
      by checkmark whether the registrant is a shell company (as defined in Rule
      12b-2
      of the Exchange Act). Yes x No
o  The
      issuer’s revenues for the fiscal year ended December 31, 2004 were
      $220,000.00.





As
      of Feb
      28, 2005, the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the issuer was approximately [$333,000.00].




As
      of Feb
      28, 2005, the
      number of shares outstanding of the issuer’s common stock, $.001 par value per
      share, was [4,156,422].




Transitional
      Small Business Disclosure Format (check one): Yes o No
x





**EXPLANATORY
      NOTE**




SiteWorks
      Building & Development Co. is filing this Amendment No. 1 to the annual
      report on Form 10-KSB (the “Form 10-KSB”) for the fiscal year ended December 31,
      2004 to revise Part I, Part II and Part III of the Form 10-KSB, including,
      but
      not limited to, changes to the financial statements for the fiscal year ended
      December  **31,
      2004,** and to
      make certain changes correcting the format of the cover page of the Form 10-KSB.











**TABLE
      OF CONTENTS**


**Page**




PART I
              1




ITEM
                1.
            DESCRIPTION
                OF BUSINESS
            1


ITEM
                2.
            DESCRIPTION
                OF PROPERTY
            **14**


ITEM
                3.
            LEGAL
                PROCEEDINGS
            **14**


ITEM
                4.
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            **14**




PART II
              **15**




ITEM
                5.
            MARKET
                FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
                ISSUER PURCHASES OF EQUITY SECURITIES
            **15**


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


ITEM
                7.
            FINANCIAL
                STATEMENTS
            **18**




ITEM
                8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE
            13ITEM
                8A.
            CONTROLS AND PROCEDURES
            13ITEM
                8B.
            OTHER INFORMATION
            14





PART III
            15




ITEM
                9.
            DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
                SECTION
                16(a) OF THE EXCHANGE ACT
            15


ITEM
                10.
            EXECUTIVE
                COMPENSATION
            16


ITEM
                11.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS
            **19**


ITEM
                12.
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS
            **20**


ITEM
                13.
            EXHIBITS
            **20**


ITEM
                14.
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES
            **21**




**SIGNATURES**
            **23****EXHIBIT
              INDEX**
            24








**PART
      I**


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




**Forward-Looking
      Statements**




Statements
      contained in this annual report on Form 10-KSB (the “Form 10-KSB”) that are not
      purely historical are forward-looking statements of SiteWorks Building &
Development Co. (the “Company”) 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:




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


·
            statements
                of strategic plans and objectives of the Company’s management or board of
                directors;


·
            statements
                regarding the Company’s future economic
                performance;


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


·
            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., a Florida corporation (the “Company”), was
      incorporated on August 8, 2001 The
      Company started its business operations in September of 2002 but did not have
      any assets or liabilities until July 31, 2003 when a lot was acquired in Jupiter
      on which the company planned to construct a model home.









The
      Company merged with RealTimeCars, Inc., a Nevada corporation (“RTCI”), on March
      27, 2002. At
      the
      time of the merger, both the Company and RTCI were blank check companies with
      no
      assets or liabilities, and the value of each party to the merger was deemed
      to
      be equal. Therefore, as **** a result
      of
      the merger, each share of RTCI’s stock was exchanged for one share of the
      Company’s common
      stock (“Common Stock”). **** The
      company issued approximately 12,000,000 .shares of common stock in connection
      with its merger with RTCI. The ownership of RTCI prior to the merger was the
      subject of litigation between Mr. Nurse and RTCI related to the merger and
      exchange agreement, dated November 21, 2000, between Automated Management
      Resources Ltd., which changed its name to RTCI on December 12, 2000, and
      RealTimeCars.Com, Inc., a Delaware corporation. Pursuant to the merger and
      exchange agreement. The terms of the merger were negotiated by Mr. Nurse as
      the
      President and director of the Company, as indicated in the Company’s Articles of
      Incorporation, and _Robert Kelly as President of RTCI.




The
      business reason for the combination was to clearly differentiate between the
      activities of RTCI, which was engaged in the marketing of tracking technology
      and Siteworks Building and Development which was a real estate construction
      and
      development entity.]




The
      Company and **Cork Acquisition Corp., a Delaware corporation (“Cork”),** entered
      into the Stock Exchange Agreement dated as of September 12, 2003, pursuant
      to
      which the Company was obligated to issue 1,675,000 shares of Common Stock in
      exchange for 500,000 shares of Cork common stock, which constituted all of
      the
      issued and outstanding shares of Cork common stock. On March 19, 2004, Cork
      merged with the Company. Pursuant to the Plan of Merger filed with the Florida
      Secretary of State, **shareholders of Cork received 2,000,000 shares of Common Stock in exchange
      for
      all issued and outstanding shares of Cork.** Prior
      to
      the merger, the Company and Cork also entered into a verbal agreement, according
      to which Cork was entitled to receive 10% of the outstanding Common Stock as
      a
      result of the merger with full anti-dilution protection through September 2005.
      Pursuant to the anti-dilution protections stipulated in that verbal agreement,
      the Company issued additional 8,000,000 shares of Common Stock to Cork
      stockholders through September 2004. At the time of the merger, Cork was a
      public shell company with no significant assets or liabilities and the Company
      entered into the merger in order to succeed to Cork’s reporting obligations
      under the Exchange Act. At the time of the merger, SiteWorks had no significant
      assets or operations. The terms of the merger were negotiated by Mr. Nurse
      as
      the President and director of the Company, as indicated in the Company’s
      Articles of Incorporation, and Mr. Cacciamatta, Chairman and Chief Executive
      Officer of Cork **.** **** On
      March
      29, 2005, the Company changed its name from SiteWorks, Inc. to SiteWorks
      Building & Development Co.




The
      Company was
      formed to engage **in real estate development and** **o** ffer **general contracting, preconstruction planning and construction management
      services** **.** to
      residential and commercial customers in South Florida. Since inception, the
      Company has expanded its market area to include subcontracting and real estate
      development_. The Company also intends to be **i** nvolved
      in infrastructure work, including installation of electric and gas utilities.
      The Company has an operating competence in the installation of underground
      utilities and has a trenching machine and other equipment which enables it
      to
      carry out trenching projects.




**General
      Contracting Services**




The
      Company’s approach to professional general contracting is based on tradition and
      uses all the skill sets and modern tools available to the construction
      professional. The Company uses 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.




2




The
      Company **intends
      to provide** its
      customers with the following:




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


·
            staging
                and sequencing plans;


·
            project
                specific safety plan; and


·
            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:




·
            establishment
                of a realistic budget;


·
            design
                and permitting assistance;


·
            value
                engineering alternatives;


·
            weekly
                meetings with all parties;


·
            schedules
                for both preconstruction and construction
                stages;


·
            subcontractor
                pricing;


·
            recommendations
                regarding the purchase of long lead items;
                and


·
            calculation
                of a guaranteed maximum price.




The
      Company did not provide any preconstruction planning services during the fiscal
      years ended December 31, 2002, 2003 and 2004, respectively.




**Construction
      Management Services**




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




·
            assistance
                in all phases of permit processing;


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


·
            scheduling,
                coordination and supervision of the physical
                construction;


·
            establishment
                of a realistic budget;


·
            monitoring
                of compliance with assigned
                responsibilities;


·
            preparation
                and submission of all necessary
                documentation;


·
            preparation
                and maintenance of the project schedule;
                and


·
            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.




3




The
      Company did not provide any construction management services during the fiscal
      years ended December 31, 2002, 2003 and 2004, respectively.




**Strategic
      Plan**




The
      Company  **intends
      to** pursue a
      strategy of:


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


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


·
            offer
                preconstruction and construction management sevrvices for its own
                account
                and for others.


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


and


·
            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 and the contracts are awarded based on the combination
      of
      technical capability and competitive price. [CONFIRM] 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.




The
      Company bid on several projects but it was not the successful low bidder. **During
      the fiscal year ended December 31, 2004, the Company was involved** one
      construction renovation project for less than $25,000] in Miami, Florida. On
      January 20, 2004, the Company and Vertical Associates, Inc. executed a letter
      of
      intent to form a joint venture to engage in the construction and marketing
      of 10
      houses located at Norwich, Connecticut. However, no definitive agreement was
      entered into with respect to this project and the construction was not
      commenced.




**Acquisitions**




On
      July
      31, 2003, the Company and
      Philip Baretti , not affiliated with the company purchased
      an undeveloped parcel of land in Jupiter, Florida (the
      “Jupiter Lot”) for $105,000 with the intention of developing a model house on
      the property.




On
      July
      24, 2003, the Company entered a construction bridge loan agreement with Mr.
      Baretti . The principal amount of the note was $150,000, payable over 12 months
      at the annual interest rate of 12%. The Jupiter Lot and 150,000 shares of Common
      Stock served as collateral for the Company’s obligations under the Note. The
      loan could be prepaid without penalty. On
      March
      22, 2004, in consideration for $10.00, Mr. Baretti released all of his right,
      title and interest in the Jupiter Lot to the Company.




4




On
      May
      14, 2004, the Company executed an adjustable rate note in the principal amount
      of $65,000 payable to Sound Mortgage Corporation. Starting from July 1, 2004,
      the Company was obligated to pay initial monthly payments in the amount of
      $698.10. The maturity date of the note was June 1, 2019. ** The
      note
      bore an interest rate of 9.99% per year until June 1, 2005, on which date and
      on
      the first day of each month thereafter, the interest could be adjusted based
      on
      the index by adding 4.5% to the current index. Under the note, the term “index”
means the highest Prime Rate published in the “Money Rates” section of the Wall
      Street Journal each business day, and the term “current index” means the most
      recent index figure available as of the day before the first date of each month.
      The interest rate on the note could never be greater than 18% and less than
      9.99%. The Company could prepay the note subject to the prepayment penalty
      of
      5%, as computed on the amount of the partial prepayment or on the unpaid
      principal balance and accrued interest due at the time of the full prepayment,
      during the first three years of the loan term. The loan was secured by the
      mortgage deed with respect to the Jupiter Lot.




Due
      to
      the significant appreciation in the value of the property, on September 28,
      2004, the Company and Mr. Nurse sold this property for $220,000. The Company
      paid $27,998.20 to Sound Mortgage Corporation and $69,256.14 to Smart Mortgage
      Corporation to pay off the mortgage[s] with respect to the Jupiter Lot.





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.  The
      Company is also subject to a variety of local, state and federal statutes,
      ordinances, rules and regulations concerning the protection of health and the
      environment. These environmental laws include such areas as storm water and
      surface water management, soil, groundwater and wetlands protection, subsurface
      conditions and air quality protection and enhancement. Environmental laws and
      existing conditions may result in delays and may cause the Company to incur
      substantial compliance and other costs and may prohibit or severely restrict
      homebuilding activity in environmentally sensitive regions or areas.





The
      company is a State liscensed General Contractor in Florida . Mr. Nurse is the
      qualifier for the company’s license.





Employees




As of , December
      31, 2004, the
      Company had only two employees, Carl Nurse, the Company’s President, Chief
      Executive Officer and Chief Financial Officer, and Valerie Gonzalez, an
      accountant. To deliver the construction projects, management intends
      to subcontract the projects in their entirety.





5




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 abandoned the agreement.





There
      were no penalties incurred when the strategic alliance agreement was allowed
      to
      terminate.




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.





*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, 2004, 4,156,422 shares of Common 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, 2004 that raises
      doubt about our ability to continue our operations during the next 12
      months.




We
      had
      net losses of approximately $1.5 million and $2.6 million for the fiscal years
      ended December 31, 2004 and 2003, respectively, and generated $220,000 and
      $13,355 in revenues during the fiscal years ended December 31, 2004 and 2003,
      respectively. Our auditors included a going concern qualification in their
      report on our financial statements for the fiscal year ended December 31, 2004.
      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.




6




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. See “—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. The
      company was funded from mr. Nurse’s resources during the startup
      phases.




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.




Since
      we
      have had limited operations, we may be considered a shell company under the
      federal securities laws which may have an adverse effect on our
      business.




7




Under
      the
      federal securities laws, we can be considered a shell company because, at
      December 31, 2004, we had nominal operations and assets of $31,864 consisting
      of
      cash and cash equivalents and nominal other assets. Our future operating results
      depend on many factors, including, but not limited to demand for our services
      and the level of competition. As a result of our limited
      operating history and the
      competitive nature of the services that we intend to provide, we anticipate
      that
      we will operate as a shell company until such time as we can develop stable
      and
      revenue-generating operations. Our status as a shell company may have an adverse
      effect on our business.




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.




8




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.




9




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. See “— 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.




10




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.




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.




In
      the
      future , 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. We may
      bear the risk of natural disasters under the terms of some of our
      contracts





11




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




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:




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


**·**
            unstable
                economic, financial and market
                conditions;


**·**
            potential
                incompatibility with foreign joint venture
                partners;


**·**
            foreign
                currency controls and fluctuations in currency exchange
                rates;


**·**
            trade
                restrictions;


**·**
            increases
                in taxes and the effect of local regulations;
                and


**·**
            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:




**·**
            our
                prospects as perceived by others;


**·**
            our
                operating results;


**·**
            differences
                between our reported results and those expected by
                investors;


**·**
            announcements
                of new contracts by us or our competitors;
                and


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




12




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, 2004, the average daily trading volume during 2004 for our Common
      Stock was approximately 100,000 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.





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
      Feb
      28, 2005, the closing price of Common Stock was $_.30 cnts. 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.





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





SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS




**NONE.**





13


**PART
      II**




**ITEM
              3.**
            **MARKET
                FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
                ISSUER PURCHASES OF EQUITY
                SECURITIES**




**General**




As
      of
      March 30, 2005, Common Stock was quoted on the Pink Sheets and
      the
      OTC Bulletin Board **under
      the symbol “SWKJ** **]** **and there was a limited market for Common Stock.** started
      being quoted **on the OTC Bulletin Board** on
      approximately June , 2005.




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




**2004**
            
            **2003****High**
            
            **Low**
            
            **High**
            
            **Low**1stQuarter
            $0.03
            
            $0.01
            
            $.049
            
            $.0592ndQuarter
            $0.005
            
            $0.001
            
            $2.609
            
            $2.8093rdQuarter
            $.025
            
            $.020
            
            $0.109
            
            $0.1394thQuarter
            $0.61
            
            $.30
            
            $0.159
            
            $0.129





As
      of
      March 30, 2005, the closing price of a share of Common Stock was [ ].




As
      of
      March 30, 2005, there were [756] 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. Under
      the
      Florida Business Corporation Act, the Company cannot make any distributions
      to
      its shareholders if, after such distribution: (i) the Company would not be
      able
      to pay its debts as they become due in the usual course of business; or (ii)
      the
      Company’s total assets would be less than the sum of its total liabilities plus
      the amount that would be needed, if the Company were to be dissolved at the
      time
      of the distribution, to satisfy the preferential rights upon dissolution of
      shareholders whose preferential rights are superior to those receiving the
      distribution.




**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**




At
      December 31, 2004, 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 100,000,000
      shares authorized.





On
      March
      13, 2002, the Company issued 5,250,375 shares of common stock pre-stock split,
      1
      share post-stock splits, as a result of the merger with RTCI. Subsequent
      thereto, the Company issued 177,337 shares of common stock pre-stock splits,
      fractional share post-stock split for services rendered valued at $5,321 in
      the
      year ended December 31, 2002.





14





During
      the year ended December 31, 2003, the Company sold 1,339,686 shares of common
      stock pre-stock split, and 670 shares of common stock post-stock split $133,030,
      issued 47,918,288 and 32,474,523 shares of common stock for services rendered
      pre-stock splits and 130 and 16,237 shares of common stock post-stock splits
      valued at $2,411,784, and issued subscriptions for 5,750,000 shares of common
      stock pre-stock splits and 2,375 shares of common stock post-stock split valued
      at $172,500. In addition, the Company canceled and retired 5,732,000 shares
      of
      common stock pre-stock splits and 2,366 shares of common stock and post-stock
      splits. On April 17, 2003, the Company reverse stock split its common shares
      outstanding on a 1 for 200 basis. On September 29, 2003, the Company issued
      2,000,000 shares of common stock pre-stock split and 1,000 shares of common
      stock post-stock split as a result of the acquisition of Cork.





The
      Company pursuant to approval board resolutions increased the authorized shares
      on March 22, 2004 to 200,000,000 common shares and 20,000,000 preferred shares,
      then again on April 4, 2004 increased the common shares authorized to
      900,000,000 and the preferred shares to 50,000,000. On November 30, 2004, the
      board decreased the authorized shares of the common stock back to 100,000,000,
      and established two series of convertible preferred stock with a par value
      of
      $1.00 authorizing 20,000,000 shares each, replacing the original preferred
      class.





On
      April
      9, 2004, the Company authorized the issuance of a new Series A Preferred Stock.
      They have authorized the issuance of 20,000,000 shares, and issued 19,8136,967
      of these shares to the Company’s president. These shares convert into common
      shares at a 300 to 1 ratio, and were converted in August 2004.





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





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;(these 4,000 post split shares were issued to Cork
      as
      part of an agreement that indicates that Cork shareholders are to hold a 10%
      position in the Company) 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.





There
      are
      no options or warrants outstanding as of December 31, 2004 and 2003, and no
      options or warrants have been granted to date.




15




**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, 2004 and 2003 was $3,815,570 and $2,555,384,
      respectively.





During
      the twelve months ended December 31, 2004, the
      Company issued 8,000,000 **** shares
      as
      part of the Cork Acquisition; 36,380,000 shares for cash; 519,500,000 shares
      for
      subscriptions of stock; 75,000,000 shares for compensation to the officer;
      and
      102,520,000 shares for services rendered.




Total
      shares outstanding as of December 31, 2004 were 4,156,422 after a 1 to 2000
      reverse split in August of 2004.




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.




The
      company did not engage in any repurchases of stock in 2004





**ITEM
              4.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS OR PLAN OF
                OPERATION**





On
      May,
      1999 Automated, Inc. of Nevada merged with Automated, Barbados and the assets
      that existed prior to the merger were sold to Automated of Nevada for assumption
      of liabilities. In November of 2001 Automated Nevada entered a sale agreement
      with RTCI whereby the assets of Automated Barbados were subsequently repurchased
      by Carl Nurse pursuant to the aborted sale to RTCI. The sale of Automated
      Nevada, now renamed SiteWorks Building & Development Co, of Florida to RTCI
      was never successfully concluded (RTCI failed to pay the full price for control
      of the company) and on March 13, 2002 RTCI was merged in to SiteWorks Inc of
      Florida .In September of 2002 a default judgement awarding control of RTCI
      (Automated Nevada) was secured in Nassau County court in favor of Carl Nurse
      and
      against RTCI. C Michael Nurse is currently the majority shareholder of Automated
      (now SiteWorks), Inc (Barbados).





On
      September 29th, 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.





16




Any
      of
      several events or uncertainties may have or are reasonably likely to have a
      material impact on the company’s short-term or long-term liquidity in include
      but are not necessarily limited to the company’s ability to secure adequate
      funding, management’s ability to secure profitable contracts and projects and
      the general sate of the domestic economy including factors beyond management
      control including interest rates increases, cost of materials, cost of land
      etc.





Management
      may seek funding by private placements, or depending on the volume of contracts
      acquired may be able to fund activities from revenues.





Currently
      there are no significant material commitments for capital expenditures Known
      trends, events or uncertainties that have had or that are reasonably expected
      to
      have a material impact on the net sales or revenues or income from continuing
      operations include the demand for housing and construction services, the
      continued escalation of pricing for materials and supplies and the competitive
      environment in which the industry operates.





There
      are
      no significant elements of income or loss that do not arise from the small
      business issuer’s continuing operations .
      If and
      when the company’s contracts increase there will be dramatic changes in
      revenues, income from operations etc from period to period in on or more line
      items of the company’s financial statements.





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 companies ability to continue as
      a
      going concern**




The
      company does not have any off-balance sheet arrangements





**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.




**Results
      of Operations (Year Ended December 31, 2004 Compared to Fiscal Year Ended
      December 31, 2003)**




**Results
      of Operations**





As
      of Dec
      31,2004 our revenues were $220,000. This represents an increase from sales
      of
      2003 of 13,355.





17




Our
      operating expenses decreased from $2, 561,246 to 1, 213, 084 This decrease
      in
      operating expenses were due to a reduction in professional fees and services.
      These operating expenses were funded by the issuance of common stock. Our net
      loss per share decreased from 138.60 cents per share to .62 cents a share.
      However we had an increase in the outstanding shares from a weighted average
      of
      18,547 to 1,965,859 common shares. Our operating profit in creased from 3,
      509
      to $114,100.00





Our
      assets increased to $133,283 in 2003 from $31,864 in 2003.





**Liquidity
      and Capital Resources**




**The
      company has limited liquidity. Management expects to secure funding form other
      as yet unknown sources to increase liquidity.**





**Related
      Party Transactions**





None


**Critical
      Accounting Policies and Estimates**





None








18


**SITEWORKS,
        INC. AND SUBSIDIARY**
 **INDEX
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2004 AND 2003**
  **PAGE(S)**Report of Independent Registered Public
                Accounting Firm
              1Balance Sheets as of December 31,
                2004 and
                2003
              2Statements of Operations for the Years
                EndedDecember
                  31, 2004 and 2003
              3Statements of Changes in Stockholder’s Equity
                (Deficit) for theYears
                  Ended December 31, 2004 and 2003
              4Statements of Changes in Temporary
                Equity for
                theYears
                  Ended December 31, 2004 and 2003
              5Statements of Cash Flows for the Years
                EndedDecember
                  31, 2004 and 2003
              6Notes to Financial Statements
              7-20
 
 
 
  **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,
        Inc.
 Miami,
        FL
 
 We
        have
        audited the accompanying consolidated balance sheets of **** Siteworks,
        Inc. and Subsidiary (the “Company”). as of December 31, 2004 and 2003 and the
        related consolidated statements of operations, changes in stockholders’ equity
        (deficit), changes in temporary equity and cash flows for the years then
        ended.
        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, Inc. and
        Subsidiary as of December 31, 2004 and 2003, 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.
 
 
 
 As
        noted
        in Note 13, the Company has restated its previously issued financial statements
        for the years ended December 31, 2004 and 2003. The Company has restated
        its
        2004 and 2003 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. The Company has amended the December 31, 2003 to
        properly reflect the merger with Cork Acquisition Company. The effect was
        a
        decrease in the net loss by $60,000.
 
 Additionally,
        the Company reclassified $3,815,570 in 2004 and $2,555,384 in 2003 amounts
        from
        permanent equity (deficit) 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, 11
        and
        12) 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 and 12). 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 10 and 11).
 
 **BAGELL,
        JOSEPHS, LEVINE & COMPANY, L.L.C.**
 BAGELL,
        JOSEPHS, LEVINE & COMPANY, L.L.C.
 Gibbsboro,
        New Jersey
 
 January
        13, 2005 except for Note 13 which is dated 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
                ACCOUNTANTSPENNSYLVANIA INSTITUTE OF CERTIFIED
                PUBLIC
                ACCOUNTANTSFLORIDA STATE BOARD OF
                ACCOUNTANCY
  
  **SITEWORKS,
          INC. AND SUBSIDIARY**
 **CONSOLIDATED
          BALANCE SHEETS**
 **DECEMBER
          31, 2004 AND 2003**
 
 **ASSETS****Restated**
                
                **Restated****2004**
                
                **2003****CURRENT
                    ASSETS**Cash
                    and cash equivalents
                $
                    5,224
                
                $
                    92Accounts
                    receivable
                -
                
                2,700Inventory
                -
                
                105,000**Total
                    Current Assets**
                5,224
                
                107,792Property
                    and equipment, net
                25,440
                
                24,291Deposits
                1,200
                
                1,200**TOTAL
                    ASSETS**
                $
                    31,864
                
                $
                    133,283**LIABILITIES,
                    TEMPORARY EQUITY (DEFICIT) AND STOCKHOLDERS' EQUITY
                    (DEFICIT)****LIABILITIES**Accounts
                    payable and accrued expenses
                $
                    21,634
                
                $
                    19,152Due
                    to officer/stockholder
                -
                
                5,246Note
                    payable - related party
                12,000
                
                150,000Current
                    portion of note payable - vehicle
                3,589
                
                3,573**Total
                    Current Liabilities**
                37,223
                
                177,971Note
                    Payable - vehicle, net of current portion
                6,072
                
                8,636**Total
                    Liabilities**
                43,295
                
                186,607**TEMPORARY
                    EQUITY (DEFICIT)**
                3,815,570
                
                2,555,384**STOCKHOLDERS'
                    EQUITY (DEFICIT)**Convertible
                    Preferred Stock Series A, $1.00 par value, 20,000,000 and 0 shares
                    authorizedand
                    0 shares issued and outstanding
                -
                
                -Convertible
                    Preferred Stock Series B, $1.00 par value, 20,000,000 and 0 shares
                    authorizedand
                    0 shares issued and outstanding
                -
                
                -Common
                    stock, $.001 par value, 100,000,000 shares authorized; 4,156,342
                    and18,547
                    shares issued and outstanding at December 31, 2004 and 2003,
                    respectively
                -
                
                -Subscription
                    receivable
                -
                
                -Additional
                    paid-in capital
                -
                
                -Deficit
                (3,827,001)
                
                (2,608,708)**Total
                    Stockholders' Equity (Deficit)**
                (3,827,001)
                
                (2,608,708)**TOTAL
                    LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY
                    (DEFICIT)**
                $
                    31,864
                
                $
                    133,283
   The
        accompanying notes are an integral part of the consolidated financial
        statements.
 
 2
  **SITEWORKS,
            INC. AND SUBSIDIARY**
 **CONSOLIDATED
            STATEMENTS OF OPERATIONS**
 **FOR
            THE YEARS ENDED DECEMBER 31, 2004 AND 2003**
 **Restated**
                  
                  **Restated****2004**
                  
                  **2003****SALES**
                  
                  
                  $
                      220,000
                  
                  $
                      13,355**COST
                      OF SALES**
                  
                  
                  (105,900)
                  
                  (9,846)**GROSS
                      PROFIT**
                  
                  
                  114,100
                  
                  3,509**OPERATING
                      EXPENSES**Officers'
                      compensation
                  
                  
                  597,000
                  
                  456,750Advertising
                  
                  
                  38,041
                  
                  7,879Auto
                  
                  
                  5,286
                  
                  9,368Bad
                      debt and other
                  
                  
                  8,364
                  
                  0Professional
                      fees and services
                  
                  
                  522,437
                  
                  1,958,189Insurance
                  
                  
                  14,018
                  
                  11,809Office
                      expense
                  
                  
                  103,317
                  
                  70,827Rent
                  
                  
                  12,156
                  
                  9,700Travel
                      and other
                  
                  
                  6,692
                  
                  18,339Utilities
                  
                  
                  14,180
                  
                  16,249Depreciation
                  
                  
                  5,693
                  
                  5,645**Total
                      Operating Expenses**
                  
                  
                  1,327,184
                  
                  2,564,755**LOSS
                      BEFORE OTHER INCOME (EXPENSE)**
                  
                  
                  (1,213,084)
                  
                  (2,561,246)**OTHER
                      INCOME (EXPENSE)**Interest
                      expense
                  
                  
                  (5,209)
                  
                  (9,347)**Total
                      Other Income (Expense)**
                  
                  
                  (5,209)
                  
                  (9,347)**NET
                      LOSS APPLICABLE TO COMMON SHARES**
                  
                  
                  $
                      (1,218,293)
                  
                  $
                      (2,570,593)**NET
                      LOSS PER BASIC AND DILUTED SHARES**
                  
                  
                  $
                      (0.62)
                  
                  $
                      (138.60)**WEIGHTED
                      AVERAGE NUMBER OF COMMON****SHARES
                      OUTSTANDING**
                  
                  
                  1,965,859
                  
                  18,547
 The
        accompanying notes are an integral part of the consolidated financial
        statements.
  3




**SITEWORKS
                    BUILDING AND DEVELOPMENT CO AND SUBSIDIARY****SITEWORKS,
                    INC. AND SUBSIDIARY****CONSOLIDATED
                    STATEMENTS OF STOCKHOLDERS' EQUITY
                    (DEFICIT)-RESTATED****FOR
                    YEARS ENDED DECEMBER 31, 2004 AND 2003****Stock**
                
                
                **Additional****Preferred
                    Stock**
                
                **Common
                    Stock**
                
                
                **Subscription**
                
                
                **Paid-In**
                
                
                **Accumulated****Shares**
                
                
                **Amount**
                
                **Shares**
                
                
                **Amount**
                
                
                **Receivable**
                
                
                **Capital**
                
                
                **Deficit**
                
                
                **Total**Balance,
                    December 31, 2002
                
                -
                
                $
                -
                
                1
                
                $
                -
                
                $
                -
                
                $
                10,571
                
                $
                (38,115)
                
                $
                (27,544)Shares
                    issued for services
                
                -
                
                
                -
                
                130
                
                
                -
                
                
                -
                
                
                1,437,549
                
                
                0
                
                
                1,437,549Shares
                    issued for cash
                
                -
                
                
                -
                
                670
                
                
                1
                
                
                -
                
                
                133,029
                
                
                0
                
                
                133,030Shares
                    issued for services
                
                -
                
                
                -
                
                16,237
                
                
                16
                
                
                -
                
                
                974,219
                
                
                0
                
                
                974,235Shares
                    subscribed
                
                -
                
                
                -
                
                2,875
                
                
                3
                
                
                (172,500)
                
                
                172,497
                
                
                0
                
                
                -Shares
                    issued in acquisition of Cork
                
                -
                
                
                -
                
                1,000
                
                
                1
                
                
                -
                
                
                59,999
                
                
                0
                
                
                60,000Shares
                    retired
                
                -
                
                
                -
                
                (2,366)
                
                
                (3)
                
                
                -
                
                
                3
                
                
                0
                
                
                -Net
                    loss for the year ended December 31, 2003
                
                -
                
                
                -
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (2,630,593)
                
                
                (2,630,593)-
                
                
                -
                
                18,547
                
                
                18
                
                
                (172,500)
                
                
                2,787,867
                
                
                (2,668,708)
                
                
                (53,323)Adjusted
                
                -
                
                
                -
                
                -
                
                
                -
                
                
                -
                
                
                (60,000)
                
                
                60,000
                
                
                --
                
                
                -
                
                18,547
                
                
                18
                
                
                (172,500)
                
                
                2,727,867
                
                
                (2,608,708)
                
                
                (53,323)Transferred
                    to Temporary Equity
                
                -
                
                
                -
                
                (18,547)
                
                
                (18)
                
                
                172,500
                
                
                (2,727,866)
                
                
                -
                
                
                2,555,384Balance,
                    December 31, 2003 as restated
                
                -
                
                
                -
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (2,608,708)
                
                
                (2,608,708)Net
                    loss as originally reported for the year endedDecember
                    31, 2004
                
                -
                
                
                -
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,458,293)
                
                
                (1,458,293)Adjusted
                
                -
                
                
                -
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                240,000
                
                
                240,000Balance,
                    December 31, 2004
                
                -
                
                $
                -
                
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                (3,827,001)
                
                $
                (3,827,001)
 The
        accompanying notes are an integral part of the consolidated financial
        statements.
  4
 
 **SITEWORKS,
                    INC. AND SUBSIDIARY****CONSOLIDATED
                    STATEMENTS OF TEMPORARY EQUITY (DEFICIT)****FOR
                    YEARS ENDED DECEMBER 31, 2004 AND 2003****Stock**
                
                
                **Additional****Preferred
                    Stock A**
                
                **Preferred
                    Stock B**
                
                **Common
                    Stock**
                
                **Subscription**
                
                
                **Paid-In****Shares**
                
                
                **Amount**
                
                
                **Shares**
                
                
                **Amount**
                
                **Shares**
                
                
                **Amount**
                
                
                **Receivable**
                
                
                **Capital**
                
                
                **Deficit**
                
                
                **Total**Balance,
                    December 31, 2003- Transferred from permanent equity
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                18,547
                
                $
                18
                
                $
                (172,500)
                
                $
                2,727,866
                
                $
                -
                
                $
                2,555,384-
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                -Shares
                    issued for services
                -
                
                
                -
                
                
                -
                
                
                -
                
                51,260
                
                
                52
                
                
                -
                
                
                335,399
                
                
                -
                
                
                335,451Shares
                    issued for cash
                -
                
                
                -
                
                
                -
                
                
                -
                
                18,190
                
                
                18
                
                
                -
                
                
                155,217
                
                
                -
                
                
                155,235Shares
                    issued for compensation
                -
                
                
                
                
                
                -
                
                
                -
                
                32,500
                
                
                32
                
                
                -
                
                
                398,828
                
                
                -
                
                
                398,860Shares
                    issued for compensation
                19,813,967
                
                
                198,140
                
                
                -
                
                
                -
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                198,140Conversion
                    of preferred shares into common shares
                (19,813,967)
                
                
                (198,140)
                
                
                -
                
                
                -
                
                2,972,095
                
                
                2,972
                
                
                -
                
                
                198,168
                
                
                -
                
                
                -Shares
                    subscribed
                -
                
                
                -
                
                
                -
                
                
                -
                
                1,059,750
                
                
                1,060
                
                
                (1,121,600)
                
                
                1,293,040
                
                
                -
                
                
                172,500Shares
                    issued in acquisition of Cork
                -
                
                
                -
                
                
                -
                
                
                -
                
                4,000
                
                
                4
                
                
                -
                
                
                239,996
                
                
                -
                
                
                240,000Net
                    loss for the year ended December 31, 2004
                -
                
                
                -
                
                
                -
                
                
                -
                
                -
                
                
                
                
                
                -
                
                
                -
                
                
                -
                
                
                --
                
                
                -
                
                
                -
                
                
                -
                
                4,156,342
                
                
                4,156
                
                
                (1,294,100)
                
                
                5,348,514
                
                
                -
                
                
                4,055,570Adjustment
                -
                
                
                -
                
                
                -
                
                
                -
                
                -
                
                
                -
                
                
                -
                
                
                (240,000)
                
                
                -
                
                
                (240,000)Balance,
                    December 31, 2004 as Restated
                -
                
                $
                -
                
                
                -
                
                $
                -
                
                4,156,342
                
                $
                4,156
                
                $
                (1,294,100)
                
                $
                5,108,514
                
                $
                -
                
                $
                3,815,570
 The
        accompanying notes are an integral part of the consolidated financial
        statements.




5


**SITEWORKS,
                  INC. AND SUBSIDIARY****CONSOLIDATED
                  STATEMENTS OF CASH FLOWS****FOR
                  THE YEARS ENDED DECEMBER 31, 2004 AND 2003****Restated**
              
              **Restated****2004**
              
              **2003****CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  loss
              
              $
                  (1,218,293)
              
              $
                  (2,570,593)Adjustments
                  to reconcile net loss to net cash(used
                  in) operating activitiesDepreciation
                  and amortization
              
              5,693
              
              5,645Stock
                  issued for services
              
              932,450
              
              2,411,784**Changes
                  in assets and liabilities**(Increase)Decrease
                  in accounts receivable
              
              2,700
              
              (2,700)(Increase)Decrease
                  in inventory
              
              105,000
              
              (105,000)(Increase)
                  in deposits
              
              -
              
              (1,200)Increase
                  in accounts payable and other liabilities
              
              2,483
              
              19,151Total
                  adjustments
              
              1,048,326
              
              2,327,680**Net
                  cash (used in) operating activities**
              
              (169,967)
              
              (242,913)**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Purchase
                  of property and equipment
              
              (6,842)
              
              (28,498)**Net
                  cash (used in) investing activities**
              
              (6,842)
              
              (28,498)**CASH
                  FLOWS FROM FINANCING ACTIVITES**Proceeds
                  from note payable - related party
              
              (138,000)
              
              150,000Proceeds
                  from note payable - vehicle
              
              -
              
              14,294Payments
                  on notes payable - vehicle
              
              (2,548)
              
              (2,085)(Decrease)
                  in amounts due officer/stockholder
              
              (5,246)
              
              (23,801)Proceeds
                  from the sale of common stock
              
              327,735
              
              133,030**Net
                  cash provided by financing activities**
              
              181,941
              
              271,438**NET
                  INCREASE IN****CASH
                  AND CASH EQUIVALENTS**
              
              5,132
              
              27**CASH
                  AND CASH EQUIVALENTS -****BEGINNING
                  OF YEAR**
              
              92
              
              65**CASH
                  AND CASH EQUIVALENTS - END OF YEAR**
              
              $
                  5,224
              
              $
                  92**SUPPLEMENTAL
                  DISCLOSURES:**Cash
                  paid during the year for interest
              
              $
                  5,209
              
              $
                  1,407**SUPPLEMENTAL
                  DISCLOSURE OF NONCASH INFORMATION:**Common
                  stock issued for services
              
              $
                  932,450
              
              $
                  2,411,784




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




6




**SITEWORKS,
        INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2004 AND 2003**
 ****
 **NOTE 1 -**
              **ORGANIZATION AND BASIS
                OF
                PRESENTATION**
 Siteworks,
          Inc. (the “Company”), was incorporated in the State of Florida on August 8,
          2001.
 
 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 which have
        already been designed and for which permits have been issued.
 
 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.
 
 
 7
  **SITEWORKS,
        INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2004 AND 2003**
 
 
 
 **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;
 
 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)
 
 
 8
  **SITEWORKS,
        INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2004 AND 2003**
 
 
 **NOTE
                  2 -**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES********(CONTINUED****)**
 
 **Revenue
        and Cost Recognition**
 
 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. There is no revenue from this source since there were not
        any
        contracts that were in progress for the years ended December 31, 2004 and
        2003.
 
 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, 2004
        and
        2003.
 
 Revenues
        from time and material contracts are recognized currently as the work is
        performed.
 
 **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 YearsOffice
                  equipment and vehicles
              5
                Years
 
 9
  **SITEWORKS,
        INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2004 AND 2003**
 
 **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.
 
 10
  **SITEWORKS,
        INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2004AND 2003**
 
 
 **NOTE
                  2 -**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES****(CONTINUED)**
 
 **(Loss)
        Per Share of Common Stock (Continued)**
 
 The
        following is a reconciliation of the computation for basic and diluted
        EPS:
  Restated
              
              RestatedDecember
                  31,
              
              December
                  31,2004
              
              2003Net
                  Lossas
                  restated
              
              $(1,218,293)
              
              ($2,570,593)Weighted-average
                  common sharesoutstanding
                  (Basic)
              
              1,965,859
              
              18,547Weighted-average
                  common stockequivalents:Stock
                  options and warrants
              
              -
              
              -Weighted-average
                  common sharesoutstanding
                  (Diluted
              
              1,965,859
              
              18,547
  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, 2004 and 2003.
 
 **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.
 
 
 11
  **SITEWORKS,
        INC.AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2004 AND 2003**
 
 **NOTE
                  2 -**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES****(CONTINUED)**
 
 **Recent
        Accounting Pronouncements**
 
 In
        September 2001, the Financial Accounting Standards Board issued Statements
        of
        Financial Accounting Standards No. 141, *“Business
        Combinations”,* and
        No.
        142, *“Goodwill
        and Other Intangible Assets”,* effective
        for fiscal years beginning after December 15, 2001. Under the new rules,
        the
        pooling of interests method of accounting for business combinations are no
        longer allowed, and goodwill and intangible assets deemed to have indefinite
        lives will no longer be amortized but will be subject to annual impairment
        tests
        in accordance with the Statements. Other intangible assets will continue
        to be
        amortized over their useful lives. The Company adopted these new standards
        effective 2002. The Company impaired the $60,000 in the Cork acquisition
        during
        2003.
 
 On
        October 3, 2001, the FASB issued Statement of Financial Accounting Standards
        No.
        144, “ *Accounting
        for the Impairment or Disposal of Long-Lived Assets”* (“SFAS
        144”), that is applicable to financial statements issued for fiscal years
        beginning after December 15, 2001. The FASB’s new rules on asset impairment
        supersede SFAS 121, “ *Accounting
        for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
        Of,”* and
        portions of Accounting Principles Board Opinion 30, “ *Reporting
        the Results of Operations.”* This
        Standard provides a single accounting model for long-lived assets to be disposed
        of and significantly changes the criteria that would have to be met to classify
        an asset as held-for-sale. Classification as held-for-sale is an important
        distinction since such assets are not depreciated and are stated at the lower
        of
        fair value and carrying amount. This Standard also requires expected future
        operating losses from discontinued operations to e displayed in the period(s)
        in
        which the losses are incurred, rather than as of the measurement date as
        presently required.
 
 In
        June
        2003, the FASB issued SFAS No. 146, “ *Accounting
        for Costs Associated with Exit or Disposal Activities”.* This
        statement covers restructuring type activities beginning with plans initiated
        after December 31, 2002. Activities covered by this standard that are entered
        into after that date will be recorded in accordance with provisions of SFAS
        No.
        146. The adoption of SFAS No. 146 did not impact on the Company’s results of
        operations or financial position.
 
 12
 
 **SITEWORKS,
        INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2004 AND 2003**
 
 
 
 **NOTE
                  2 -**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES****(CONTINUED)**
 
 **Recent
        Accounting Pronouncements** **(Continued)**
 
 In
        December 2002, the FASB issued Statement No. 148, “ *Accounting
        for Stock-Based Compensation-Transition and Disclosure, an amendment of FASB
        Statement No. 123”* (“SFAS
        148”). SFAS 148 amends FASB Statement No. 123, “ *Accounting
        for Stock-Based Compensation,”* to
        provide alternative methods of transition for an entity that voluntarily
        changes
        to the fair value based method of accounting for stock-based employee
        compensation. It also amends the disclosure provisions of that Statement
        to
        require prominent disclosure about the effects on reported net income of
        an
        entity’s accounting policy decisions with respect to stock-based employee
        compensation. Finally, this Statement amends Accounting Principles Board
        (“APB”)
        Opinion No. 28, “ *Interim
        Financial Reporting”* ,
        to
        require disclosure about those effects in interim financial information.
        SFAS
        148 is effective for financial statemens for fiscal years ending after December
        15, 2002. The Company will continue to account for stock-based employee
        compensation using the intrinsic value method of APB Opinion No. 25, *“Accounting
        for Stock Issued to Employees,”* but
        has
        adopted the enhanced disclosure requirements of SFAS 148.
 
 In
          April
          2003, the FASB issued SFAS Statement No. 149, *“Amendment
          of Statement 133 on Derivative Instruments and Hedging
          Activities”,* which
          amends and clarifies financial accounting and reporting for derivative
          instruments, including certain derivative instruments imbedded in other
          contracts (collectively referred to as derivatives) and for hedging activities
          under FASB Statement No. 133, “ *Accounting
          for Derivative Instruments and Hedging Activities”.* This
          Statement is effective for contracts entered into or modified after June
          30,
          200., except for certain hedging relationships designated after June 30,
          2003.
          Most provisions of this Statement should be applied prospectively. The
          adoption
          of this statement did not have a significant impact on the Company’s results of
          operations or financial position.
 
 13
  **SITEWORKS,
        INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2004 AND 2003**
 
 **NOTE
                  2 -**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES****(CONTINUED)**
 
 **Recent
        Accounting Pronouncements** **(Continued)**
 
 In
        May
        2003, the FASB issued SFAS Statement No. 150, “ *Accountig
        for Certain Financial Instruments with Characteristics of both Liabilities
        and
        Equity”.* This
        Statement establishes standards for how an issuer classifies and measures
        certain financial instruments with characteristics of both liabilities and
        equity . It requires that an issuer classify a financial instrument that
        is
        within its scope as a liability (or an asset in some circumstances). This
        statement is effective for financial instruments entered into or modified
        after
        May 31, 2003, and otherwise is effective at the beginning of the first interim
        period beginning after June 15, 2003, except for mandatorily redeemable
        financial instruments of nonpublic entities, if applicable. It is to be
        implemented by reporting the cumulative effect of a change in an accounting
        principle for financial instruments created before the issuance date of the
        Statement and still existing at the beginning of the interim period of adoption.
        The adoption of this statement did not have a significant impact on the
        Company’s results of operations or financial position.
 
 In
        November 2002, the FASB issued Interpretation No. 45 (“FIN 45”), *“Guarantor’s
        Accounting and Disclosure Requirements for Guarantees, Including Indirect
        Guarantees of Indebtedness of Others”.* FIN
        45
        requires a company, at the time it issues a guarantee, to recognize an initial
        liability for the fair value of obligations assumed under the guarantees
        and
        elaborates on existing disclosure requirement related to guarantees and
        warranties. The recogn ition requirements are effective for guarantees issued
        or
        modified after December 31, 2002 for initial recognition and initial measurement
        provisions. The adoption of FIN 45 did not have a significant impact on the
        Company’s results of operations or financial position.
 
 In
        January 2003, the FASB issued FASB Interpretation No. 46 (“FIN 46”), *“Consolidation
        of Variable Interest Entities, an Interpretation of ARB No. 51”.* FIN
        46
        requires certain variable interest entities to be consolidated by the primary
        beneficiary of the entity if the equity investors in the entity do not have
        the
        characteristics of a controlling financial interest or do not have sufficient
        equity at risk for the entity to finance its activities without additional
        subordinated financial support from other parties. FIN 46 is
 
 14
  **SITEWORKS,
        INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2004 AND 2003**
 
 
 **NOTE
                  2 -**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES****(CONTINUED)**
 
 **Recent
        Accounting Pronouncements** **(Continued)**
 
 effective
        for all new variable interest entities created or acquired after January
        31,
        2003. For variable interest entities created or acquired prior to February
        1,
        2003, the provisions of FIN 46 must be applied for the first interim or annual
        period beginning after June 15, 2003. The adoption of FIN 46 did not impact
        on
        the Company’s results of operations or financial position.
  **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. There were no additional
        costs capitalized with respect to this undeveloped parcel of land.
  **NOTE 4-**
              **PROPERTY AND
                EQUIPMENT**
 
 Property
        and equipment consist of the following at December 31, 2004 and
        2003:
  2004
              
              2003Furniture,
                  fixtures and equipment
              
              16,144
              
              $
                  9,302Vehicle
              
              20,794
              
              20,79436,938
              
              30,096Less:
                  accumulated depreciation
              
              (11,498)
              
              (5,805)Net
                  book value
              
              $
                  25,440
              
              $
                  24,491
 
 Depreciation
        expense for the years ended December 31, 2004 and 2003 was $5,693 and $5,645,
        respectively.
  15
  **SITEWORKS,
        INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2004 AND 2003**
 
 
 **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-**
              **NOTES PAYABLE -
                VEHICLE**
 
 The
        Company has an automobile not payable which is secured by the vehicle, and
        guaranteed by the President of the Company. The loan is payable at $397 per
        month inclusive of interest at 14.65%, and is due June 2007.
 
 The
        balance due at December 31, 2004 is $9,661.
 
 Maturities
        of this note are as follows:
  December
                  31, 2005
              $3,589December
                  31, 2006
              4,153December
                  31, 2007
              1,919$9,661
 
 **NOTE 7-**
                **DUE TO
                  OFFICER**
 
 The
          Company had outstanding at December 31, 2004 and 2003, $-0- and $5,246,
          respectively to an officer/stockholder for expenses advanced on behalf
          of the
          Company. There were no specific repayment terms.
 
 16
  **SITEWORKS,
        INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2004 AND 2003**
   **NOTE 8-**
              **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, 2004 and 2003, deferred tax assets approximated the
        following:
  2004
              
              2003Deferred
                  tax asset
              
              $1,148,100
              
              $782,400Less:
                  valuation allowance
              
              (1,148,100)
              
              (782,400)$
                  -0-
              
              $
                  -0-
  At
        December 31, 2004 and 2003, the Company had deficits accumulated during the
        development stage approximating $3,827,000 and $2,608,000 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.
  **NOTE 9-**
              **STOCKHOLDERS’ EQUITY
                (DEFICIT)**
 
 At
        December 31, 2004, 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 100,000,000
        shares authorized.
 
 On
        March
        13, 2002, the Company issued 5,250,375 shares of common stock pre-stock split,
        1
        share post-stock splits, as a result of the merger with RTCI. Subsequent
        thereto, the Company issued 177,337 shares of common stock pre-stock splits,
        fractional share post-stock split for services rendered valued at $5,321
        in the
        year ended December 31, 2002.
 
 17
  **SITEWORKS,
        INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2004 AND 2003**
 
  **NOTE 9-**
              **STOCKHOLDERS’ EQUITY (DEFICIT)
                (CONTINUED)**
 
 During
        the year ended December 31, 2003, the Company sold 1,339,686 shares of common
        stock pre-stock split, and 670 shares of common stock post-stock split $133,030,
        issued 47,918,288 and 32,474,523 shares of common stock for services rendered
        pre-stock splits and 130 and 16,237 shares of common stock post-stock splits
        valued at $2,411,784, and issued subscriptions for 5,750,000 shares of common
        stock pre-stock splits and 2,375 shares of common stock post-stock split
        valued
        at $172,500. In addition, the Company canceled and retired 5,732,000 shares
        of
        common stock pre-stock splits and 2,366 shares of common stock and post-stock
        splits. On April 17, 2003, the Company reverse stock split its common shares
        outstanding on a 1 for 200 basis. On September 29, 2003, the Company issued
        2,000,000 shares of common stock pre-stock split and 1,000 shares of common
        stock post-stock split as a result of the acquisition of Cork.
 
 The
        Company pursuant to approval board resolutions increased the authorized shares
        on March 22, 2004 to 200,000,000 common shares and 20,000,000 preferred shares,
        then again on April 4, 2004 increased the common shares authorized to
        900,000,000 and the preferred shares to 50,000,000. On November 30, 2004,
        the
        board decreased the authorized shares of the common stock back to 100,000,000,
        and established two series of convertible preferred stock with a par value
        of
        $1.00 authorizing 20,000,000 shares each, replacing the original preferred
        class.
 
 On
          April
          9, 2004, the Company authorized the issuance of a 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 convert into common shares
          at a 300 to 1 ratio, and were converted in August 2004.
 
 On
        August
        12, 2004, the Company adopted a reverse 1 for 2,000 stock.
 
 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;(these 4,000 post split shares were issued to Cork
        as
        part of an agreement that indicates that Cork shareholders are to hold a
        10%
        position in the Company) 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-
 
 18
  **SITEWORKS,
        INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2004 AND 2003**
 
 
 **NOTE 9-**
              **STOCKHOLDERS’ EQUITY (DEFICIT)
                (CONTINUED)**
 
 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.
 
 There
        are
        no options or warrants outstanding as of December 31, 2004 and 2003, and
        no
        options or warrants have been granted to date.
  **NOTE 10-**
              **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, 2004 and 2003 was $3,815,570 and $2,555,384,
        respectively.
  **NOTE 11-**
              **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 10).
 
 19
  **SITEWORKS,
        INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2004 AND 2003**
 
 **NOTE 12-**
              **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 10 and 11).
 
 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 13-**
              **RESTATEMENT OF PREVIOUSLY
                ISSUED
                FINANCIAL STATEMENTS AND RELATED
                NOTES**
 
 The
        Company has restated their 2004 and 2003 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.
 
 
 20
  **SITEWORKS,
        INC. AND SUBSIDIARY**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)**
 **DECEMBER
        31, 2004 AND 2003**
 
  
 **NOTE 13-**
              **RESTATEMENT OF PREVIOUSLY
                ISSUED
                FINANCIAL STATEMENTS AND RELATED NOTES
                (CONTINUED)**
 
 The
        net
        effect of this restatement is as follows:
 **Originally****Restated**
                  
                  **Reported****2004**
                  
                  **2004**Net
                      Loss
                  
                  $
                      (1,218,293)
                  
                  $
                      (1,458,293)Net
                      Loss per Basic and Diluted Shares
                  
                  $
                      (0.62)
                  
                  $
                      (0.74)**Originally****Restated**
                  
                  **Reported****2003**
                  
                  **2003**Net
                      Loss
                  
                  $
                      (2,570,593)
                  
                  $
                      (2,630,593)Net
                      Loss per Basic and Diluted Shares
                  
                  $
                      (138.60)
                  
                  $
                      (14,219)
   **NOTE 14-**
                **SUBSEQUENT
                  EVENTS**
 
 In
          February 2005, the Company entered into a purchase agreement to acquire
          Craco
          Excavating, Inc., an 18 year old Florida excavating and site utility
          construction company. The Company completed the due diligence phase, and
          is
          abandoning acquisition and does not intend to ever close the
          transaction.
 
 
 
 21


**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.




**ITEM
              4B.**
            **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, 2004** **i** n
      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 .




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
              4C.**
            **OTHER
                INFORMATION**








**NONE**


19


**PART
      III**




**ITEM
              5.**
            **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.




**Name**
              **Age****(1)**
              **Position
                  Held in the Company**
              **Director
                  Since**Carl
                  M. Nurse
              50
              Chairman
                  of the Board, Chief Executive OfficerChief Financial Officer**,**President,
                  Secretary and Treasurer
              2001Beverly
                  Callender
              49
              Director
              [
                  2003 ]


________________________


(1)  As
      of
      March 30, 2005.




**[** 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 a nd
        Chief
        Financial Officer since the company was formed. 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.




20




**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.




**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. 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, 2004. .





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.




**Annual
                  Compensation**
              
              **Long-Term
                  Compensation****Name
                  and Principal Position**
              **Year**
              **Salary**
              **Bonus**
              **Other
                  Annual Compensation**
              **Restricted
                  Stock Awards ($)**
              **Securities
                  Underlying Options (#)**
              **All
                  Other Compensation**Carl
                  M. Nurse, CEO(1)
              2004
              $0
              0
              **$4,764****(2)**
              719,131
              3,043,476
              02003
              0
              0
              0
              456,750
              0
              02002
              0
              0
              0
              0
              0
              0


________________________


**(1)**
              The
                  Companyhas.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.****The
                  Company has not granted any options to purchase shares of its Common
                  Stock
                  since its incorporation in 2001****





21





Agreements
      Between Mr. Nurse and the Company




The
      following brief 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
      1,2001, 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.




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.




22




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.




23




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
              6.**
            **SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS**




The
      following table sets forth information as of March 30, 2005 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, 2004 exceeded
      $100,000]; and (iv) all of the Company’s directors and executive officers as a
      group. As of March 30, 2005, __________ shares of Common Stock were outstanding.




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,
      2005.
      Shares subject to stock options, warrants or convertible securities, which
      an
      individual has the right to acquire within 60 days after March 30, 2005, 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.




**Name
                and Address of**
              **Beneficial
                Owner***
            
            **Amount
                and Nature of**
              **Beneficial
                Ownership**
            
            **Percent
                of Class**Carl
                M. Nurse(1)
            
            [3,043,476]
            
            [75.00]%All
                directors and executive officers as a group
            
            [3,043,476]
            
            [75.00]%


____________________________


*  The
      business address of the Company’s directors and executive officers if c/o
      SiteWorks Building & Development Co., 2534 N Miami Ave., Miami, Florida
      33127.


(1)  Restricted
      Founder l shares issued to Mr. Nurse in lieu of cash compensation. **[TO
      BE DISCUSSED AND REVISED; SEE COMMENT NO. 66.]**




**Equity
      Compensation Plan Information**





**The** **Company** **** **did not have any** equity
        compensation plans **during
        the fiscal year ended** December
        31, : **2004.**









24




**ITEM
              7.**
            **CERTAIN
                RELATIONSHIPS AND RELATED
                TRANSACTIONS**




Mr.
      Nurse, the Company’s director and executive officer, entered into certain
      agreements with the Company. For brief summaries of such agreements see “Item
      10. Executive Compensation - Agreements Between Mr. Nurse and the Company.”




**ITEM
              8.**
            **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.4.110.1
              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,
                  2004.10.8
              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, 7****TO****FINANCIAL STATEMENTS****;
                  NOTES RELATED TO THE JUPITER LOT****]**10.12
              [Agreements
                  related to construction projects,**the
                  transaction**withUbuy and transactions in connection with thelot
                  inJupiter**Lot**]






25




11.1
              Statement
                  regarding computation of per share earnings.**[ACCOUNTANTS
                  TO PROVIDE]**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
              9.**
            **PRINCIPAL
                ACCOUNTANT FEES AND
                SERVICES**




The board
      of
      directo rs
      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, 2004 and 2003, 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, 2004
      and December 31, 2003 were $13,586 and $0, 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, 2004 and December 31, 2003 and that are not disclosed in the paragraph
      captioned “Audit Fees” above were $0 and $0, respectively.




**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, 2004 and December 31, 2003 were $0 and $0,
      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 $0 and
      $0,
      respectively.





Pre-Approval
      Policies




[To
        help
        ensure the independence of the Company’s independent registered public
        accounting firm, the  **board
        of directors**  h as
        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 **a** t
        its
        next regularly scheduled meeting.]





26


**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:
      July 18, 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.




**NAME**
            **TITLE**
            **DATE**/s/
                Carl M. Nurse
              _______________________
              Carl
                M. Nurse
            President,
                Chief Executive Officer, Chief Financial Officer and Director (Principal
                Executive Officer and Principal Financial Officer)
            _July
                18, 2006/s/
                Beverly Callender
              _______________________
              Beverly
                Callender
            Director
            _July
                18, 2006








27