U.S. SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
20549

FORM 10-KSB/AAmendment No.2

[X]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003[  ]
TRANSITION REPORT UNDER SECTION 13 OR 15 (d) of the securities act 1934FOR THE TRANSITION PERIOD
FROM 
TO




Commission file number 000-29521

SITEWORKS, INC.(Name of Small Business Issuer in its Charter)




Florida

58 -259 0047(STATE OR OTHER JURISDICTION OF

(I.R.S. EMPLOYERINCORPORATION OR ORGANIZATION)

IDENTIFICATION NO.)




2534 N Miami Ave, Miami Florida      33127(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)




(305) 573
9339ISSUER’S TELEPHONE NUMBER, INCLUDING AREA CODE




Securities registered pursuant to Section 12(b) of the Exchange
Act:

None

Securities registered pursuant to Section 12(g) of the Act:Common Stock, $.001 par value(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [  ] No
[X].Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]The registrant’s revenues for fiscal year, December 31, 2003 were
$13,355.00As of Dec 31, 2003, the
aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $2,041,456.00 and the number of shares outstanding
of the registrant’s only class of common stock, $.001 par value per share,
was 37,093,939.





PART 1

ITEM 1. DESCRIPTION OF BUSINESS

SiteWorks, Inc., a Florida corporation (the "Company"), was incorporated on
August 8, 2001. The Company’s administrative offices are located at 2534 N
Miami Ave, Miami Florida  33127; telephone (305) 573-9339 The Company is newly
formed, has not yet engaged in any significant business and has had no
significant revenues. To date, the Company’s activities have been
acquisition of a single building lot in Jupiter, discussions with potential
acquisition candidates and its organization and the preparation of this Annual
Report. The Company plans to attempt to acquire an equity interest in or assets
of an operating business to be thereafter operated by the Company or a
subsidiary of the Company.

GENERAL

Site Works Inc  (SITEWORKS,) is a company incorporated in Florida in 2001  and
was merged with  Real Time Cars Inc, a software development company incorporated
in Nevada in 1999 previously trading on the Pink Sheets (NQB) as RTCI , which
itself was previously Automated Management Resources, a heavy construction
company with operations in Barbados.

The company SITEWORKS, Inc (Florida) was incorporated to act as a  construction
and real estate development company , to acquire operating construction
companies and income producing real estate. Management believes that by
acquiring construction projects which have already been designed and for which
permits have been issued, it can bring real estate projects to market quickly
without the lengthy approval and permitting process which takes years to
complete. SiteWorks Inc is a Florida State Certified Minority business.

Management will pursue a strategy of:

- Locating developed projects for sale at reasonable prices for construction
and sale
- apartment buildings units to add to the companies asset base
- operating  construction companies to achieve a degree of vertical
integration.
- long-term contractual relationships via partnering, with major institutions
and governmental agencies on all levels.
- Building market share in each market entered by making strategic
acquisitions of companies successful in specific niche markets.
- Becoming an efficient producer  of high quality construction
services.



STRATEGIC PLAN

Management is preparing for the eventuality of growth by developing an
infrastructure with acquisitions in mind. Administrative efficiency is
recognized as a key component of success in a diversified construction
organization and management is committed to achieving superior competence in
administering its contracts.

The strategy of growth by acquisition and subsequent consolidation of market
share will produce the steady managed growth and high return on investment
desired by shareholders and management.

1






The company proposes to conduct business in the South Eastern Region, Florida
and the Sunbelt states by vigorously pursuing strategic acquisitions in related
fields of small to medium size infill apartment and condo projects along
beachfront or other prime real estate corridors. Management has identified a
number of such potential projects.

Further, the company intends to acquire as yet undetermined, utility Service
Company.

Note:  After reviewing the nature and timing of events and milestones, potential
investors should reflect upon whether these achievements, within the estimated
time frames, are realistic and should assess the consequences of delays or
failure of achievements in making an investment decision.

The Company’s principal office is located at 2534 N Miami Ave Miami Fl,
33127, suite 2B.  The Company’s phone is (305) 573-9339.

The Company’s fiscal year is the calendar year.

The person to contact at the Company is C M Nurse.

The Company and companies of this sort are commonly referred to as "public shell
corporations" and the transactions through which public shell corporations
acquire an interest in a suitable operating business are commonly referred to as
"shell reorganizations." Management believes that certain privately held
businesses are interested in "going public" through a shell reorganization for a
variety of reasons. In the opinion of management, the most common motivation is
the belief that the private business’ reconstitution as a publicly traded
corporation will aid the business in obtaining private equity capital on the
theory that investors are more interested in purchasing equity securities for
which a public market exists.

In selecting a suitable business opportunity, management of the Company intends
to focus on the potential for future profits and strength of current operating
management of the business opportunity. Management believes that the greatest
potential lies in technology and goods or products-related industries, rather
than principally service industries. Nevertheless, this shall not preclude any
other category of business or industry to be investigated and evaluated by the
Company as opportunities arise.

The Company will conduct its own investigation to identify a business it can
acquire. After selecting a potential acquisition candidate, management may
prepare a business plan using its general experience and business acumen, or
hire consultants to prepare analyses of the business’ capital, production,
marketing, labor and other related requirements. To date, management has
conducted no investigations of any business or company nor has it met with
representatives of any company or business. There can be no assurance that
management of the Company will ever be able to locate a suitable business
opportunity interested in reorganizing with the Company or that management has
the requisite experience to recognize and understand a business operation that
would benefit the Company. In the event that management is able to locate what
it considers to be a suitable business opportunity, there can be no assurance
that such business will be successful.

INVESTORS IN THE COMPANY ARE CAUTIONED AND SHOULD BE AWARE THAT MANAGEMENT OF
THE COMPANY, ACTING IN COMPLIANCE WITH THE BYLAWS OF THE COMPANY AND FLORIDA
GENERAL CORPORATION LAW, INTENDS TO STRUCTURE ANY REORGANIZATION WITH AN
OPERATING BUSINESS IN A MANNER THAT WILL ALLOW THE BOARD OF DIRECTORS OF THE
COMPANY TO APPROVE THE SELECTION OF THE OPERATING BUSINESS AND ALL OF THE TERMS
OF THE REORGANIZATION, INCLUDING THE APPOINTMENT OF THE SUCCESSOR OFFICERS AND
DIRECTORS, WITHOUT THE NEED OR REQUEST FOR SHAREHOLDER APPROVAL. SEE "RISK
FACTORS," BELOW.

2




As of the date of this report, the Company has no agreements, understandings or
arrangements concerning its acquisition or potential acquisition of a specific
business opportunity. If the Company enters into any agreements, understandings
or arrangements , it will file an appropriate amendment to this  Statement for
purposes of disclosing terms of the transaction. The Company will become subject
to the periodic reporting requirements of Section 12(g) of the Securities
Exchange Act of 1934 (the "Exchange Act"). These requirements will oblige the
Company to file with the Commission specified information regarding companies
with which the Company may merge or reorganize, including audited financial
statements for any acquired companies covering one or two years depending on the
relative size of the acquisition. The financial statement requirements imposed
by the Exchange Act will necessarily limit the Company’s pool of
candidates with which it may merge or reorganize to those entities with the
proper audited financial statements.

There is no assurance that management can find a suitable prospect, or that it
has the requisite experience to recognize and understand a business operation
that would benefit the Company.

COMPETITION

Numerous large, well-financed firms with large cash reserves are engaged in the
acquisition of companies and businesses. The Company expects competition to be
intense for available target businesses.

EMPLOYEES

The Company has only two  employees at the present time, Carl Nurse, the
Company’s Chief Executive Officer, and Valerie Gonzalez and does not
contemplate hiring anyone until a business is acquired. Mr. Nurse and Ms
Gonzalez devote 100%  of their  time to the Company’s affairs.

To deliver construction projects in house management will subcontract the
project in its entirety.

ACQUISITIONS

As of the date of this Annual Report, the Company has no agreements,
understandings, or arrangements concerning its acquisition or potential
acquisition of a specific business opportunity. If the Company enters into any
agreements, understandings or arrangements prior to the effectiveness of this
Annual Report, it will file an appropriate amendment to this Annual Report for
purposes of disclosing terms of the transaction.

On September 29, 2003, the Company completed a merger transaction with Cork
Acquisition Corp. (“Cork”), a Delaware corporation by exchanging
2,000,000 shares of its common stock for all of the common stock of Cork.  The
Company merged its business operations into Cork, which retained the name
SiteWorks, Inc. and became the surviving company.  Prior to the merger, Cork was
an inactive company that had no assets and liabilities.

On March 13, 2002, the Company issued 5,250,375 shares of common stock as a
result of the merger with Real Time Cars, Inc.  Subsequent thereto, the Company
issued 177,337 shares of common stock for services rendered, valued at $.03 per
share as of December 31, 2002.  During the year ended December 31, 2003, the
Company sold 1,339,686 shares of common stock, valued at $.10 per share, issued
47,918,288 and 32,474,523 shares of common stock for services rendered, valued
at $.001 and $.03 per share, respectively, and issued subscriptions for
5,750,000 shares of common stock, valued at $.03 per share.  In addition, the
Company cancelled and retired 5,732,000 shares of common stock.  On March 31,
2003, the Company reverse split its common stock outstanding on a 1 for 200
basis.  On September 29, 2003, the Company issued 2,000,000 shares of common
stock as a result of the merger with Cork Acquisition Corp.

3




There is no assurance that management can find suitable additional prospects or
that it has the requisite experience to recognize and understand a business
operation that would benefit the Company.

RISK FACTORS

AN INVESTMENT IN THE SECURITIES OF THE COMPANY PRESENTS CERTAIN MATERIAL
RISKS TO INVESTORS. ANY INVESTOR IN THE COMPANY IS ENCOURAGED TO CAREFULLY
CONSIDER THE FOLLOWING RISKS BEFORE PURCHASING THE SECURITIES OF THE
COMPANY.

1. CORPORATION TYPE. This type of company is commonly called a "shell"
corporation because the company does not have any significant assets or
extensive operations . (However the company had acquired a single lot on which
it planned to build a model house , to be used as a showcase for the potential
sale of additional housing. The lot has subsequently been sold.) It has not been
formed for the specific purpose of acquiring all or substantially all of the
ownership of an existing business. These transactions may be  consummated by
issuing or transferring large blocks of the Company’s equity shares to the
principals of the business that is acquired. Any such issuance will involve
significant dilution in the equity interest in the Company held by the
pre-reorganization shareholders of the Company with the result that the
pre-reorganization shareholders of the Company will have a substantially lower
aggregate interest in the outstanding shares of the Company after giving effect
to the reorganization. See, "Description of Business."

Prospective investors should be aware that privately-held companies often times
merge or reorganize with a public shell as a means of "going-public" without
having to incur the time, expense and disclosure obligations normally associated
with the going-public process. In the event the Company merges with a
privately-held company subsequent to the close of this offering, investors will
not have had the benefit of receiving disclosure of such company’s
operations and financial condition prior to making their investment. See,
"Description of Business."

Prospective investors should also be aware that management of the Company,
acting in compliance with the Bylaws of the Company and Florida General
Corporation Law, intends to structure any reorganization with an operating
business in a manner that will allow the Board of Directors of the Company to
approve the selection of the operating business and all of the terms of the
reorganization, including the appointment of the successor officers and
directors, without the need or request for shareholder approval. See,
"Description of Business."

2. RISK OF PROPOSED NEW BUSINESS; LACK OF ASSETS, REVENUES OR OPERATIONS.
The Company was only recently formed and has no significant assets, revenues or
operations. The Company was originally capitalized with $1,643.00 in April 2002
and since then management of the Company (who also are the controlling
shareholders of the Company) have contributed an additional $34,293.to the
capital of the Company. Management expects that the Company’s working
capital requirements may be   satisfied through additional capital contributions
by private placements, Reg S offerings, or from capital contributions from the
CEO or others including management as required. The report of the
Company’s independent auditors on the Company’s 2002, 2003 financial
statements includes a qualification regarding the Company’s ability to
continue as a going concern. In its report, the Company’s independent
auditors state that the Company needs an additional capital infusion in order to
fund current expenditures, acquire business opportunities and achieve profitable
operations, and that such factors raise substantial doubt about the
Company’s ability to continue as a going concern.

4




3. RELIANCE ON MANAGEMENT. The Company is dependent on its officers and
directors’ personal abilities to evaluate business opportunities that may
be presented in the future.  Management has identified a potential proposed
business and industry in which it will search for an acquisition target,
Management has had prior experience in the technical aspects of the construction
industry or the business within that industry which may be acquired. See,
"Description of Business" and "Management."

4. TIME COMMITMENT OF MANAGEMENT. The current officers and directors are
not engaged in other activities and will devote 100 % of their time to the
Company. See, "Management."

5. CONTROL BY PRESENT SHAREHOLDERS. Management of the Company presently
owns approximately 51.0%  or more of the outstanding Common Stock of the
Company. The company is classified as a minority business enterprise  (MBE) in
the State of Florida. Until such time as the Company acquires an operating
business, management of the Company will have the power to elect all of the
Company’s Board of Directors, amend the Company’s Certificate of
Incorporation, and approve a merger, consolidation with another company or sale
of all or substantially all of the Company’s assets. See, "Principal
Shareholders" and "Description of Securities."

6. PREFERRED STOCK. As of December 31, 2004 , The Company is authorized
to issue 20,000,000 shares of $1.00 par value preferred stock Series A voting
and series B, non voting ("Preferred Stock"). The Preferred Stock may be issued
from time to time in one or more series, and the Board of Directors, without
action by the holders of the Common Stock, may fix or alter the voting rights,
redemption provisions, (including sinking fund provisions), dividend rights,
dividend rates, liquidation preferences, conversion rights and any other rights
preferences, privileges and restrictions of any wholly unissued series of
Preferred Stock. The Board of Directors, without stockholder approval, can issue
shares of Preferred Stock with rights that could adversely affect the rights of
the holders of Common Stock. No shares of Preferred Stock presently are
outstanding, and the Company has no present plans to issue any such shares. The
issuance of shares of Preferred Stock could adversely affect the voting power of
holders of Common Stock and could have the effect of delaying, deferring or
preventing a change in control of the Company or other corporate action.

7. COMPETITION. Numerous large, well-financed firms with large cash
reserves are engaged in the acquisition of companies and businesses. The Company
expects competition to be intense for available target businesses.

8. FACILITIES. The Company’s office is located at 2534 N Miami Ave,
Miami Florida 33127.  See, "Property."

9. POTENTIAL SALES PURSUANT TO RULE 144. As of December 31, 2004,
approximated 3,043,000 shares of Common Stock currently outstanding are
"restricted securities" as that term is defined in Rule 144 promulgated under
the Securities Act of 1933, as amended. In addition, approximately 100,000
shares of Common Stock are eligible for resale under Rule 144. In general, under
Rule 144 a person (or persons whose shares are aggregated) who has satisfied a
one-year holding period may, under certain circumstances, sell within any three
month period, a number of shares which does not exceed the greater of 1% of the
then outstanding shares of Common Stock, or the average weekly trading volume
during the four calendar weeks prior to such sale. Rule 144 also permits, under
certain circumstances, the sale of shares without any quantity limitation by a
person who is not an affiliate of the Company and who has satisfied a two-year
holding period.

The Company is unable to predict the effect that sales of the Company’s
securities under Rule 144 or otherwise, may have on the then prevailing market
price of the Common Stock; it can be expected, however, that the sale of any
substantial number of shares of Common Stock would have a depressive effect on
the market price of the Common Stock.

5




10. MARKET FOR THE COMMON STOCK OF THE COMPANY. As of the date of this
Annual Report, there is a negligible market for the securities of the Company.
The stock is being traded on the NQB pink sheets. The Company intends to apply
for a listing of its Common Stock on the OTC Bulletin Board. There can be no
assurance, however, that the OTC Bulletin Board will approve the listing
application or, if the application is approved, that a market will develop for
the Common Stock of the Company. In the event that the Company’s listing
application is approved, management believes that the market for the Common
Stock of the Company will be thinly traded, if traded at all, until such time as
the Company acquires an operating business.

11. BUSINESS END RISKS.  The Company doesn’t have specific
acquisition targets, and there is no guarantee that the Company can get acquire
the properties and companies it needs to be viable, although it has every
expectation to do so; and no one can guarantee that the resulting acquisitions
if any will find favor with the market or  will be commercially viable.

12. LACK OF SIGNIFICANT OPERATING HISTORY AND START UP LOSSES.  The
Company was formed on August, 2001.  The Company has a limited operating history
and has generated losses in its fiscal year 2002 and 2003 and expects to
generate some losses in fiscal 2004.  There is no assurance that the
Company’s operations will ever be profitable.

13.COMPETITION.  The Company may encounter competition from a number of
other regional or international operations which currently or may, in the
future, offer substantially similar approach.  Such other companies may have
substantially greater resources and might have greater operating efficiencies
than the Company.  The existence and expansion of existing merger and
acquisition companies operating in the Hotel, Realty and Construction and other
companies having, to some extent, similar business models may adversely affect
the Company.  There is no guarantee that the Company will have sufficient
funding to compete effectively against larger companies.

14. LIMITED AMOUNT OF CAPITAL.  The Company began operations in September
of 2002 and has generated no income from operations to date.   However, there
can be no assurances that the Company’s current operations can be financed
without additional capital for even 12 months.

15. "BEST EFFORTS" OFFERINGS.  Any Offering described herein is being
made on a "best efforts" basis.  The Company has the right to accept
subscriptions when tendered and to terminate any Offering at any time.
Investors are therefore assuming the risk that the Company will receive
substantially less than the maximum proceeds.  The Company has not provided a
description of what changes will be made in the business plan if any Offering is
concluded with less than the maximum proceeds.  The Company’s risk of
failure may be significantly increased if it is unable to acquire the necessary
capital.

16. NO GUARANTEE.  Although the management of the Company has
extensive experience in private companies there is no guarantee they will be
able to attract customers to allow future operations of the Company.

17. NO PROOF OF THE COMPANY’S ABILITY TO MANAGE PROFITABLY.  There
can be no assurance that the Company can manage its business in such a way as to
render the Company profitable.

18. DEPENDENCE UPON KEY PERSONNEL AND AFFILIATES.  The possible success
of the Company is highly dependent upon the personal efforts and abilities of
its directors, officers and employees.

6




19. COMPETITION.  At present there are other companies searching for
clients to provide financial services. There is no assurance the Company will be
able to compete with these other companies.

20. CONFLICTS OF INTEREST.   The Company is unaware of any potential or
real conflicts of interest involving officers, directors, or principals of the
Company. However, to the extent that such individuals engage in other activities
that may be presented, there may be opportunities for certain conflicts of
interest and for diverting opportunities to other companies, entities or persons
which they are or may be associated or have an interest rather than the Company.
Such potential conflicts of interest include among other things time, effort and
corporate opportunity involved in their participation in other business
transactions.

21. NEED FOR ADDITIONAL FINANCING.  The Company will  need additional
funding to realize its business plan goals to acquire a mix of operating
companies and real estate for development and income purposes.

22. NO TRADING MARKET.  At present there is a thin market for the
Company’s shares and there is no assurance one will develop in the future.

23. DIVIDENDS.  The Company has not paid cash dividends on its Common
Stock and for the foreseeable future, the Company does not anticipate that it
will pay cash dividends on its Common Stock.

FOR ALL OF THE AFORESAID REASONS, AND OTHERS SET FORTH HEREIN, THESE
SECURITIES INVOLVE A HIGH DEGREE OF RISK. ANY PERSON CONSIDERING AN INVESTMENT
IN ANY SECURITIES OFFERED IN ANY OFEERING HEREBY SHOULD BE AWARE OF THESE AND
OTHER FACTORS SET FORTH IN THIS PROSPECTUS. THESE SECURITIES SHOULD ONLY BE
PURCHASED BY PERSONS WHO CAN AFFORD TO ABSORB A TOTAL LOSS OF THEIR INVESTMENT
IN THE COMPANY.

There is governmental regulation of the construction industry and thus
governmental approvals are needed to engage in business. However these
approvals, normally building permits, are part of the construction process and
are usual and normal in the course of business. The services of the Company will
initially be limited to construction  and management using approved plans
designed by others, including licensed professionals who may or may not be
independent contractors.

During its initial stages the Company raised money from private investors for
operations. The Company has engaged in extensive research in the last 18 months
to assemble a business strategy enabling the Company to stay abreast of changes
occurring in the public markets .

There are no environmental laws that directly affect the business of the Company
and thus the Company does not face any cost of compliance.

The Company presently employs two persons on a full time basis, the President C
M Nurse and an accountant, Valery Gonzalez. There are no other current
employees.

The Company plans to file reports with the SEC following the offering on Form
10-K for annual reports and Form 10-Q for quarterly reports. Copies of the
annual report will be mailed to the shareholders.

7




ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONPLAN OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS OF CERTAIN RELEVANT FACTORS

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, Inc. 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 10% of the
outstanding shares of SiteWorks. Documents of merger were subsequently filed in
Delaware and in Florida formalizing the merger with Cork , with SiteWorks the
surviving Corporation.

SiteWorks Inc. is a development stage company.  The Company requires cash for
acquisitions of income real estate and operating construction companies.

A lack of sufficient working capital may prevent the Company from realizing its
objectives and finishing the product line as rapidly as it would if the full
Offering were sold.  Until the Company receives the net proceeds from this
Offering, it will be unable to grow at its projected rate.

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

FORWARD LOOKING STATEMENTS

This annual filing Statement contains forward-looking statements that are based
on the Company’s beliefs as well as assumptions made by and information
currently available to the Company. When used in this Annual Report, the words
"believe," "endeavor," "expect," "anticipate," "estimate," "intends," and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks, uncertainties and assumptions which
described in Part I, Item 1, Description of Business - Risk Factors," above.
Should one or more of those risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those anticipated, estimated, or projected. The Company cautions potential
investors not to place undue reliance on any such forward-looking statements all
of which speak only as of the date made.

8






ITEM 3. DESCRIPTION OF PROPERTY

Through a lease agreement with WR Tax certificates, , the Company’s
operations are located at 2534 N Miami Ave Miami Florida 33127.. There is a
rental charge to the Company for office space of $700.00 per month.

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information regarding the beneficial
ownership of the shares of Common Stock as of the date of this Annual Report by
(i) each person who is known by the Company to be the beneficial owner of more
than five percent (5%) of the issued and outstanding shares of Common Stock,
(ii) each of the Company’s directors and executive officers and (iii) all
directors and executive officers as a group.

NAME AND ADDRESS
NUMBER OF SHARES
PERCENTAGE OWNEDCarl Nurse (1)
15,051,250
41.00%All officers and directorsas a group
15,051,250
41.00%--------------------




(1) As of Dec 31, 3003.These shares are restricted control founding shares as
are all shares issued to Carl Nurse.

ITEM5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

Set forth below are the directors and officers of the Company.

NAME
AGE
POSITIONC M  Nurse
49
Chairman of the Board, Chief ExecutiveOfficer and Chief Financial OfficerBeverly Callender
48
Director




Mr. Nurse founded the Company in August 2001 and has served as Chairman of the
Board, Chief Executive Officer and Chief Financial Officer since inception. Mr.
Nurse has been Chief Executive Officer of Automated Management Resources, Ltd a
predecessor company of SiteWorks Inc.

9




C Michael Nurse, President  (age: 49), 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, 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, Director, is a 48 yrs old, is a banker by profession.
She holds an MBA and has over twenty five years banking experience in all
departments.  She has worked done loan workouts, managed mortgage departments,
started the credit card departments at a number of financial institutions in the
West Indies.

Each director holds office until his successor is elected and qualified or until
his earlier resignation in the manner provided in the Bylaws of the Company.

ITEM 6. EXECUTIVE COMPENSATION

CASH COMPENSATION OF EXECUTIVE OFFICERS.The following table sets
forth the cash compensation paid by the Company to its Chief Executive Officer
and to all other executive officers for services rendered during the fiscal
years ended December 31, 2003, 2002 and 2001

ANNUAL COMPENSATION

LONG-TERM COMPENSATIONCOMMONSHARESUNDERLYING
ALLOTHER

RESTRICTED
OPTIONS
OTHERANNUAL

STOCK
GRANTED
COMPEN-NAME AND POSITION

YEAR
SALARY
BONUS
COMPENSATION

AWARDS ($)
(# SHARES)
SATION


C Michael  Nurse, CEO(1)

2003
$
-0-
-0-
-0-
-0-
-0-
-0-


2002

-0-
-0-
-0-
-0-
-0-
-0-2001

-0-
-0-
-0-
-0-
-0-
-0-Beverly Callender, Sec’ty(1)

2003
$
-0-
-0-
-0-
-0-
-0-
-0-2002
$
-0-
-0-
-0-
-0-
-0-
-0-2001

-0-
-0-
-0-
-0-
-0-
-0-________________________(1) The Company has paid its executive officers minimal
remuneration since inception to date nor does it intend to increase renumeration
to its officers and directors until such time as the Company acquires an
operating business. Control restricted shares issued to Carl Nurse may have been
assigned a value , but the shares have not been traded nor is it expected that
will these shares be traded in the foreseable future.







OPTION/SAR GRANTS IN LAST FISCAL YEARINDIVIDUAL GRANTSNUMBER OF SECURITIESUNDERLYING
% OF TOTAL OPTIONS/SARS
EXERCISE OROPTIONS/SARS
GRANTED TO EMPLOYEES IN
BASE PRICENAME
GRANTED (#)
FISCAL YEAR
($/SH)
EXPIRATION DATENone.


10






AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
YEARAND FY-END OPTION/SAR VALUESNUMBER OFSECURITIES
VALUE OFUNDERLYING
UNEXERCISEDUNEXERCISED
IN-THE-MONEYOPTIONS (SARS
OPTIONS (SARSSHARES

AT FY-END (#)
AT FY-END($)ACQUIRED
VALUE
EXERCISABLE/
EXERCISABLE/NAME
ON EXERCISE
RECEIVED
UNEXERCISABLE
UNEXERCISABLENone.




COMPENSATION OF DIRECTORS.  The Company provides no compensation to its
directors and does not intend to until such time, if ever, as the Company
acquires an operating business.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company has entered into a contract with Carl Nurse wherein on reaching
certain sales targets, Mr. Nurse will receive incentive base compensation. The
company will  not enter into any other  transactions with any officer, director
or controlling shareholder of the Company until such time, if ever, as the
Company acquires an operating business. At such time, it is expected that the
Company may experience a change in control, including a complete change in the
Board of Directors and management of the Company.

ITEM 8. DESCRIPTION OF SECURITIES.

COMMON STOCK

As of December 31, 2004, the Company is authorized to issue 100,000,000 shares
of Common Stock, $.001 par value, of which, as of this December 31, 2004,
4,156,422 shares were issued and outstanding and held of record by 756
stockholders. Holders of shares of Common Stock are entitled to one vote per
share on all matters to be voted upon by the stockholders generally. The
approval of proposals submitted to stockholders at a meeting other than for the
election of directors requires the favorable vote of a majority of the shares
voting, except in the case of certain fundamental matters (such as certain
amendments to the Certificate of Incorporation, and certain mergers and
reorganizations), in which cases Florida law and the Company’s Bylaws
require the favorable vote of at least a majority of all outstanding shares.
Stockholders are entitled to receive such dividends as may be declared from time
to time by the Board of Directors out of funds legally available therefore, and
in the event of liquidation, dissolution or winding up of the Company to share
ratably in all assets remaining after payment of liabilities. The holders of
shares of Common Stock have no preemptive, conversion, subscription or
cumulative voting rights.

11






PREFERRED STOCK

The Company is authorized to issue 20,000,000 shares of $1.00 par value
convertible Series A voting preferred stock , 20,000,000 shares of Series B non
voting convertible Preferred stock.("Preferred Stock"). Any series of The
Convertible  Preferred Stock may be issued from time to time in one or more
series, and the Board of Directors, without action by the holders of the Common
Stock, may fix or alter the voting rights, redemption provisions, (including
sinking fund provisions), dividend rights, dividend rates, liquidation
preferences, conversion rights and any other rights preferences, privileges and
restrictions of any wholly unissued series of Preferred Stock. The Board of
Directors, without stockholder approval, can issue shares of Preferred Stock
with rights that could adversely affect the rights of the holders of Common
Stock. No shares of and series of Preferred Stock presently are outstanding, and
the Company has no present plans to issue any such shares. The issuance of
shares of Preferred Stock could adversely affect the voting power of holders of
Common Stock and could have the effect of delaying, deferring or preventing a
change in control of the Company or other corporate action.

REGULATION S STOCK

The company is authorized to issue 20,000,000 shares of Regulation S Stock par
value 1.00.Regulation S stock cannot be traded within the US domestic market for
a period of 1 year from date of issuance and may only be issued to Non US
Nationals or foreign entities. No Regulation S stock is
outstanding

PART II

ITEM 1.  MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON
EQUITY AND OTHER SHAREHOLDER MATTERS.

As of the date of this Annual Report, there is a thin  market for the securities
of the Company. Upon the effectiveness of this Annual Report, the Company
intends to apply for a listing of its Common Stock on the OTC Bulletin Board.
There can be no assurance, however, that the OTC Bulletin Board will approve the
listing application or, if the application is approved, that a market will
develop for the Common Stock of the Company. In the event that the
Company’s listing application is approved, management believes that the
Common Stock of the Company will be thinly traded, if traded at all, until such
time as the Company acquires an operating business.

Over the  twelve months ending Dec 31, 2003, the stock (SRKS) has traded in a
range from a high of $3.10 to .004 as indicated in the graph
below:

sw10ksba2003-final00.jpg

Recent bid price:
.00452 week high:
3.1052 week low:
.004Outstanding:
37,093,939Estimated Float:
5,837,800


12






As of the date of this Annual Report, there were 756 record holders of the
Company’s Common Stock.

The Company has not paid any cash dividends since its inception 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.

ITEM 2. LEGAL PROCEEDINGS.

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

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Not applicable.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

The Company issued 5,250, 375 our common stock in connection with the merger
with Real Time cars, Inc , (a Nevada corp.) and 2,000,000 shares in connection
with the Cork Acq. Corp Merger. 47,918, 288 shares were issued in connection
with services rendered to the company, valued at 0.001 per share, and 32,
474,523 shares, valued at .03 cents per share were issued for services to the
company. 5, 750,000 shares were subscribed to at 0.03 cents per share and 4,
732,000 shares were retired and returned to treasury. A further 1,339,686 shares
were sold at .10 cents per share. Total shares outstanding at Dec 31, 2003 were
37,093,939 after a 200 to 1 reverse split in April of 2003. Total shares
outstanding as of Dec 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 there under. 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

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

FLORIDA STATUTES

Section 145 of the Florida General Corporation Law, as amended, provides for the
indemnification of the Company’s officers, directors, employees and agents
under certain circumstances as follows:

13






(b)     A
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys’
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
     (c)     To the extent
that a director, officer, employee or agent of a corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b) of this section, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys’ fees) actually and reasonably incurred by him in connection
therewith.
     (d)     Any
indemnification under subsections (a) and (b) of this section (unless ordered by
a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
section. Such determination shall be made (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (3) by the
stockholders.
     (e)     Expenses
(including attorneys’ fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys’ fees)
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.
     (f)     The
indemnification and advancement of expenses provided by, or granted pursuant to,
the other subsections of this section shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
     (g)     A corporation
shall have power to purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
this section.
     (h)     For purposes
of this section, references to "the corporation" shall include, in addition to
the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this section with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.

14






(i)     For
purposes of this section, references to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any excise taxes
assessed on a person with respect to any employee benefit plan; and references
to "serving at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent with respect
to an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this section.
     (j)     The
indemnification and advancement of expenses provided by, or granted pursuant to,
this section shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
     (k)     The Court of
Chancery is hereby vested with exclusive jurisdiction to hear and determine all
actions for advancement of expenses or indemnification brought under this
section or under any bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise. The Court of Chancery may summarily determine a
corporation’s obligation to advance expenses (including attorneys’
fees)."

CERTIFICATE OF INCORPORATION

The Company’s Certificate of Incorporation provides that the directors of
the Company shall be protected from personal liability to the fullest extent
permitted by law. The Company’s Bylaws also contain a provision for the
indemnification of the Company’s directors (see "Indemnification of
Directors and Officers - Bylaws" below).

BYLAWS

The Company’s Bylaws provide for the indemnification of the
Company’s directors, officers, employees, or agents under certain
circumstances as follows:

7.1 AUTHORIZATION FOR INDEMNIFICATION.

The Corporation may indemnify, in the manner and to the full extent permitted by
law, any person (or the estate, heirs, executors, or administrators of any
person) who was or is a party to, or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation), by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.

15






7.2 ADVANCE OF EXPENSES.

Costs and expenses (including attorneys’ fees) incurred by or on behalf of
a director or officer in defending or investigating any action, suit, proceeding
or investigation may be paid by the Corporation in advance of the final
disposition of such matter, if such director or officer shall undertake in
writing to repay any such advances in the event that it is ultimately determined
that he is not entitled to indemnification. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Board deems appropriate. Notwithstanding the foregoing, no advance shall be
made by the Corporation if a determination is reasonably and promptly made by
the Board by a majority vote of a quorum of disinterested directors, or (if such
a quorum is not obtainable or, even if obtainable, a quorum of disinterested
directors so directs) by independent legal counsel in a written opinion, or by
the stockholders, that, based upon the facts known to the Board or counsel at
the time such determination is made, (a) the director, officer, employee or
agent acted in bad faith or deliberately breached his duty to the Corporation or
its stockholders, and (b) as a result of such actions by the director, officer,
employee or agent, it is more likely than not that it will ultimately be
determined that such director, officer, employee or agent is not entitled to
indemnification.

7.3 INSURANCE.

The Corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise or as a member of any committee or similar body against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article or
applicable law.

7.4 NON-EXCLUSIVITY.

The right of indemnity and advancement of expenses provided herein shall not be
deemed exclusive of any other rights to which any person seeking indemnification
or advancement of expenses from the Corporation may be entitled under any
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office. Any agreement for indemnification of or advancement of
expenses to any director, officer, employee or other person may provide rights
of indemnification or advancement of expenses which are broader or otherwise
different from those set forth herein."

INDEMNITY AGREEMENTS

The Company’s Bylaws provide that the Company may indemnify directors,
officers, employees or agents to the fullest extent permitted by law and the
Company has agreed to provide such indemnification to its directors, C Michael
Nurse and Beverly Callender pursuant to written indemnity agreements.

INDEX TO FINANCIAL STATEMENTS

Independent Auditors’ Report
16Consolidated Balance Sheets
17Consolidated Statements of Operations
18Consolidated Statements of Stockholders’ Equity
19Consolidated Statements of Cash Flows
20Notes to Consolidated Financial Statements
21




16






SITEWORKS, INC. AND SUBSIDIARY(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2003 AND
2002




SITEWORKS, INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PAGE(S)Report of Independent Registered Public Accounting Firm
F-1Consent Letterr
F-2Balance Sheets as of December 31, 2003 and 2002
F-3Statements of Operations for the Years EndedDecember 31, 2003 and 2002 with Cumulative Totals Since Inception
F-4Statements of Changes in Stockholder’s Equity (Deficit) for thePeriods from August 8, 2001 (Inception) through December 31,
2003
F-5Statements of Cash Flows for the Years EndedDecember 31, 2003 and 2002 with Cumulative Totals Since
Inception
F-6Notes to Financial Statements
F7-17









REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders’ ofSiteworks, Inc. Miami, FL

We have audited the accompanying consolidated balance sheet of Siteworks, Inc.
and Subsidiary (the “Company”), a development stage company, as of
December 31, 2003 and 2002 and the related consolidated statements of
operations, changes in stockholders’ equity (deficit), and cash flows for
the years then ended with cumulative totals since the Company’s inception.
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 auditing standards of the Public
Company Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the 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.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern.  As discussed in Note 10 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 Note 10.  The consolidated financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

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, 2003 and 2002, and the results of its statements
of operations, changes in stockholders’ equity (deficit), and cash flows
for the years then ended and cumulative totals since the Company’s
inception in conformity with accounting principles generally accepted in the
United States of America.

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

November 21, 2004

F-1






BAGELL, JOSEPHS& COMPANY, L.L.C.Certified Public
AccountantsHigh Ridge CommonsSuites 400-403200 Haddonfield Berlin RoadGibbsboro, New Jersey   08026P: 856-346-2828F: 856-346-2882December 27, 2004The Board of DirectorsSiteWorks, Inc.2534 N. Miami Ave.Miami, FLRef: Consent to use of financial statementsGentlemen:We consent to the use of our consolidated financial statements dated November
21, 2004 with respect to SiteWorks, Inc. and subsidiary for the years ended
December 31, 2003 and 2002, included herein on annual reports, and reference to
our firm under the heading “Experts” in the company’s
prospectus./s/ Bagell Josephs & Company LLCGibbsboro, New JerseyDecember 27, 2004




F-2






SITEWORKS, INC. AND SUBSIDIARY(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED BALANCE SHEETSDECEMBER 31, 2003 AND
2002

ASSETS2003

2002Cash and cash equivalents

$
92
$
65Accounts receivable


2,700

-Inventory


105,000

-Property and equipment, net


24,291

1,438Deposits


1,200

-TOTAL ASSETS

$
133,283
$
1,503LIABILITIES AND STOCKHOLDERS’
(DEFICIT)LIABILITIESAccounts payable and accrued expenses

$
19,151
$
-Due to officer/stockholder


5,246

29,047Note payable - related party


150,000

-Current portion of note payable - vehicle


3,573

-Total Current Liabilities


177,970

29,047Note payable - vehicle, net of current portion


8,636

-Total Liabilities


186,606

29,047STOCKHOLDERS’ (DEFICIT)Preferred stock, $.01 par value, 1,000,000 shares
authorizedand 0 shares issued and outstanding


-

-Common stock, $.001 par value, 100,000,000 shares
authorized;37,093,939 and 5,427,712 shares issued and outstanding
atDecember 31, 2003 and 2002, respectively


37,094

5,428Subscription receivable


(172,500)

-Additional paid-in capital


2,750,791

5,143Deficit accumulated during the development stage


(2,668,708)

(38,115)Total Stockholders’ (Deficit)


(53,323)

(27,544)TOTAL LIABILITIES AND STOCKHOLDERS’
(DEFICIT)

$
133,283
$
1,503




The accompanying notes are an integral part of the consolidated
financial statements.F-3






SITEWORKS, INC. AND SUBSIDIARY(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENTS OF OPERATIONSFOR THE YEARS ENDED
DECEMBER 31, 2003 AND 2002(WITH CUMULATIVE TOTALS SINCE
INCEPTION)

August 8, 2001(Inception)to2003

2002

December 31, 2003SALES
$
13,355
$
-
$
13,355COST OF SALES

(9,846)

-

(9,846)GROSS PROFIT

3,509

-

3,509OPERATING EXPENSESOfficers’ compensation

456,750

-

456,750General and administration

2,102,360

32,705

2,135,065Depreciation and amortization

5,645

160

5,805Total Operating Expenses

2,564,755

32,865

2,597,620LOSS BEFORE OTHER INCOME (EXPENSE)

(2,561,246)

(32,865)

(2,594,111)OTHER INCOME (EXPENSE)Impairment of goodwill

(60,000)

-

(60,000)Interest expense

(9,347)

-

(9,347)Total Other Income (Expense)

(69,347)

-

(69,347)NET LOSS APPLICABLE TO COMMON SHARES
$
(2,630,593)
$
(32,865)
$
(2,663,458)NET LOSS PER BASIC AND DILUTED SHARES
$
(0.31)
$
(0.04)WEIGHTED AVERAGE NUMBER OF COMMONSHARES OUTSTANDING

8,459,407

907,097




The accompanying notes are an integral part of the consolidated
financial statements.F-4






SITEWORKS, INC. AND SUBSIDIARY(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
(DEFICIT)FOR THE PERIOD AUGUST 8, 2001
(INCEPTION) THROUGH DECEMBER 31, 2003

DeficitAccumulatedStock
Additional
During TheCommon Stock
Subscription
Paid-In
DevelopmentShares
Amount
Receivable
Capital
Stage
TotalBalance, August 8, 2001 (inception)
-
$               -
$                -
$               -
-
$               -No activity - 2001
-
-
-
-
-
-Balance, December 31, 2001
-
-
-
-
-
-Shares issued in connection with RTCI transaction
5,250,375
5,250
-
-
(5,250)
-Shares issued for services
177,337
178
-
5,143
-
5,321Net loss for the year ended December 31, 2002
-
-
-
-
(32,865)
(32,865)Balance, December 31, 2002
5,427,712
5,428
-
5,143
(38,115)
(27,544)Shares retired
(1,000,000)
(1,000)
-
1,000
-
-Shares issued for services
47,918,288
47,918
-
1,389,631
-
1,437,549Reverse stock split 1 for 200
(52,084,270)
(52,084)
-
52,084
-
-Shares issued for cash
1,339,686
1,340
-
131,690
-
133,030Shares issued for services
32,474,523
32,474
-
941,761
-
974,235Shares subscribed
5,750,000
5,750
(172,500)
166,750
-
-Shares issued in acquisition of Cork
2,000,00
2,000
-
58,000
-
60,000Shares retired
(4,732,000)
(4,732)
-
4,732
-
-Net loss for the year ended December 31, 2003
-
-
-
-
(2,630,593)
(2,630,593)Balance, December 31, 2003
37,093,939
$      37,094
$     (172,500)
$ 2,750,791
$  (2,668,708)
$    (53,323)




The accompanying notes are an integral part of the consolidated
financial statements.F-5






SITEWORKS, INC. AND SUBSIDIARY(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENTS OF CASH
FLOWSFOR THE YEARS ENDED DECEMBER 31, 2003 AND
2002(WITH CUMULATIVE TOTALS SINCE
INCEPTION)

August 8, 2001(Inception)to2003

2002

December 31, 2003CASH FLOWS FROM OPERATING ACTIVITIESNet loss
$
(2,630,593)
$
(32,865)
$
(2,663,458)Adjustments to reconcile net loss to net
cash(used in) operating activitiesDepreciation and amortization

5,645

160

5,805Impairment of goodwill

60,000

-

60,000Stock issued for services

2,411,784

5,321

2,417,105Changes in assets and liabilities(Increase) in accounts receivable

(2,700)

-

(2,700)(Increase) in inventory

(105,000)

-

(105,000)(Increase) in deposits

(1,200)

-

(1,200)Increase in accounts payable and other
liabilities

19,151

-

19,151Total adjustments

2,387,680

5,481

2,393,161Net cash (used in) operating
activities

(242,913)

(27,384)

(270,297)CASH FLOWS FROM INVESTING ACTIVITIESPurchase of property and equipment

(28,498)

(1,598)

(30,096)Net cash (used in) investing
activities

(28,498)

(1,598)

(30,096)CASH FLOWS FROM FINANCING ACTIVITESProceeds from note payable - related party

150,000

-

150,000Proceeds from note payable - vehicle

14,294

-

14,294Payments on notes payable - vehicle

(2,085)

-

(2,085)Increase (decrease) in amounts due
officer/stockholder

(23,801)

29,047

5,246Proceeds from the sale of common stock

133,030

-

133,030Net cash provided by financing
activities

271,438

29,047

300,485NET INCREASE INCASH AND CASH EQUIVALENTS

27

65

92CASH AND CASH EQUIVALENTS -BEGINNING OF PERIOD

65

-

-CASH AND CASH EQUIVALENTS - END OF PERIOD
$
92
$
65
$
92SUPPLEMENTAL DISCLOSURES:Cash paid during the year for interest
$
1,407
$
4
$
1,411SUPPLEMENTAL DISCLOSURE OF NONCASH INFORMATION:Common stock issued for services and
acquisitions
$
2,411,784
$
5,321
$
2,422,355


The accompanying notes are an integral part of the consolidated
financial statementsF-6






SITEWORKS, INC. AND SUBSIDIARY(A DEVELOPMENT STAGE COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31,
2003 AND 2002

NOTE 1 -      ORGANIZATION AND BASIS OF
PRESENTATION

Site Works, 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 purchase. Accordingly, the Company will be treated as the
continuing entity for accounting purposes.  The $60,000 recognized as goodwill
in the Cork transaction has been impaired by Management in 2003.



F-7






SITEWORKS, INC. AND SUBSIDIARY(A DEVELOPMENT STAGE COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003 AND 2002

NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Development
Stage Company

The Company has devoted substantially all of its time
to searching for construction and real estate projects to acquire and develop.
The Company has no revenues and very limited operations. In accordance with
Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by
Development Stage Enterprises”, the Company has presented their financial
statements as a development stage company, reflecting the cumulative totals
since their inception.



Principles
of Consolidation

The consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiary. All significant
inter-company 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 reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.



Revenue
and Cost Recognition

The Company has marginal revenue and is in the
development stage.



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



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



F-8






SITEWORKS, INC. AND SUBSIDIARY(A DEVELOPMENT STAGE COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003 AND 2002

NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)

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






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, 2003
and 2002 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.



F-9






SITEWORKS, INC. AND SUBSIDIARY(A DEVELOPMENT STAGE COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003 AND 2002

NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)

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 ant dilutive for
the periods presented.The following is a reconciliation of the
computation for basic and diluted EPS:



December 31,

December 31,2003

2002Net Loss
($2,630,593)

($32,865)Weighted-average common sharesoutstanding (Basic)
8,459,407

907,097Weighted-average common stockequivalents:Stock options and warrants
-

-Weighted-average common sharesoutstanding (Diluted)
8,459,407

907,097




Options and warrants outstanding to purchase stock
were not included in the computation of diluted EPS because inclusion would have
been ant dilutive.



F-10






SITEWORKS, INC. AND SUBSIDIARY(A DEVELOPMENT STAGE COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003 AND 2002

NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)

Reclassifications

Certain amounts for the year ended December 31, 2002
have been reclassified to conform to the presentation of the December 31, 2003
amounts.  The reclassifications have no effect on net loss for the year ended
December 31, 2002.



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 be displayed in the period (s)
in which the losses are incurred, rather than as of the measurement date as
presently required.



F-11






SITEWORKS, INC. AND SUBSIDIARY(A DEVELOPMENT STAGE COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003 AND 2002

NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)

Recent
Accounting Pronouncements (Continued)

In June 2003, the FASB issued SFAS No. 146,
“Accounting for Costs Associated with Exit or Disposal Activities”.
This statement covers restructuring type activities beginning with 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.



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 statements 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 embedded 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, 2003, 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.



F-12






SITEWORKS, INC. AND SUBSIDIARY(A DEVELOPMENT STAGE COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)DECEMBER 31, 2003 AND 2002

NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)

Recent
Accounting Pronouncements (Continued)

In May 2003, the FASB issued SFAS Statement No. 150,
"Accounting 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 mandatory
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 requirements related to guarantees and
warranties.  The recognition 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 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’ results of
operations or financial
position.

F-13






SITEWORKS, INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)DECEMBER 31, 2003 AND 2002

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. 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, 2003 and 2002:



2003
2002Furniture, fixtures and equipment
$
9,302
$
1,598Vehicle
20,794

-30,096
1,598Less:  accumulated depreciation
( 5,805)

(160)Net book value
$
24,291
$
1,438




Depreciation expense for the years ended December 31,
2003 and 2002 was $5,645 and $160, respectively.



NOTE 5-     NOTES PAYABLE- RELATED PARTY

The Company has a construction bridge loan and note
payable in the amount of $150,000 due to a related party. The note requires a
balloon payment of principal and interest at a rate of 12% due on July 23, 2004.
The note is collateralized by land and 150,000 shares of the Company’s
common stock. At December 31, 2003 this balance remains at $150,000. Interest
expense in 2003 was $7,940. 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.



NOTE 6-     NOTES PAYABLE- VEHICLE

The Company has an automobile note 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, 2003 is
$12,209.



F-14






SITEWORKS, INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)DECEMBER 31, 2003 AND 2002

NOTE 6-     NOTES PAYABLE- VEHICLE
(CONTINUED)

Maturities of this note are as follows:



December 31, 2004
$
3,573December 31, 2005

3,573December 31, 2006

3,573December 31, 2007

1,490$
12,209




NOTE 7-     DUE TO OFFICER

The Company has outstanding at December 31, 2003 and
2002, $5,246 and $29,047 to an officer/stockholder for expenses advanced on
behalf of the Company. There are no specific repayment terms.



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, 2003 and 2002, deferred tax assets
approximated the
following:

2003
2002Net operating loss carryforwards
$
800,612
$
11,435Less:  valuation allowance
( 800,612)

(11,435)$
-0-
$
-0-




At December 31, 2003 and 2002, the Company had
deficits accumulated during the development stage approximating $2,668,708 and
$38,115, respectively, available to offset future taxable income through 2023.
The Company established valuation allowances equal to the full amount of the
deferred tax assets due to the uncertainty of the utilization of the operating
losses in future periods.



F-15






SITEWORKS, INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)DECEMBER 31, 2003 AND 2002

NOTE 9-     STOCKHOLDERS’ EQUITY
(DEFICIT)

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



The Company has not issued any shares of preferred
stock.



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



During the year ended December 31, 2003, the Company
sold 1,339,686 shares of common stock valued at $.10 per share, issued
47,918,288 and 32,474,523 shares of common stock for services rendered at $.03
per share, and issued subscriptions for 5,750,000 shares of common stock valued
at $.03 per share. In addition, the Company canceled and retired 5,732,000
shares of common stock. 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 as a result of the acquisition
of Cork.



There are no options or warrants outstanding as of
December 31, 2003 and 2002, and no options or warrants have been granted to
date.



F-16






SITEWORKS, INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)DECEMBER 31, 2003 AND 2002

NOTE 10-     GOING CONCERN

As shown in the accompanying consolidated financial
statements, the Company incurred substantial net losses since inception, and is
currently in the development stage. There is no guarantee 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.



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 result from the outcome of these
uncertainties.



NOTE 11-     SUBSEQUENT EVENTS

During February and March 2004, the Company paid back
$123,000 of the note payable - related party. The remaining $27,000 was paid
from an unrelated third party, and the Company currently owes this third party
the $27,000.



The Company pursuant to approved 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 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 400,000 of these shares to the Company’s
president. These shares convert into common shares at a 300 to 1 ratio, and were
converted in 2004.



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



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



F-17




ARTICLES OF INCORPORATION

SITEWORKS, INC

FIRST: The name of this corporation
is:

SITEWORKS,
INC.

SECOND: Its principal office in the
State of Florida is Located at 2534 N Miami Ave, Miami Florida 33127. The name
and address of its resident agent is Speigel and Utrera.

THIRD: The nature of the business or
objects or purposes proposed may be organized under the  under General
Corporation Law of the State of Florida:

To engage in any Lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Florida

FOURTH: The total authorized capital
stock of the corporation is one hundred million (900,000,000) shares of common
stock having a par value of $0.001 per share, amounting to 900,000.

FIFTH: The governing board of this
corporation shall be known as directors, and the number of directors may from
time to time be increased or decreased in such manner as may be provided in the
by-laws of the corporation, provided that the number of directors shall not be
reduced less than one unless there is less than one shareholder.

The name and post office address of the first board of directors, which shall be
one in number ,is as follows:

Name
POST OFFICE ADDRESSC. Michael Nurse
P O Box 331238Miami, Fl, 33166




SIXTH: The capital stock, after the
amount of the subscription price, or par value, has been paid in shall not be
subject assessment to pay the debts of the corporation.

SEVENTH: The name and post office
address of the incorporator signing the articles of incorporation is as
follows:

NAME
POST OFFICE ADDRESSSpeigel and Utrera
Coral GablesMiami




EIGHTH: The corporation is to have
perpetual existence.

NINTH: In furtherance and not in
limitation of the powers conferred by statute, the board of directors is
expressly authorized, subject to the by-laws, if any, adopted by the
shareholders, to make, alter or amend the by-laws of the corporation.

TENTH: Meetings of the stockholders
may be held outside of the State of Florida at such place or places as may be
designated from time to time by the board of directors or in the by-laws of the
corporation,

36






ELEVENTH: This corporation reserves
the right to amend, alter, change or repeal any provision contained in the
articles of incorporation, in the manner now or hereafter prescribed, and all
rights conferred upon stockholders herein are granted subject to this
reservation.

I, THE UNDERSIGNED, being the sole incorporator herein before named for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Florida, do make and file these articles of incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this first day of April, A.D. 1999

______________________________s/s Spiegel and Utera/, Incorporator


FiledIn the office of secretary Of State ofThe State of Florida

August 8, 2001

37






BYLAWSOFSITEWORKS, Inc

ARTICLE 1Registered Office and Registered Agent

The registered office of the
corporation shall be located in the state of  Florida  at such  place as may be
fixed from time to time by the board of directors  upon  filing  of such
notices  as may be  required  by law,  and the registered  agent shall have a
business  office  identical with such  registered office. Any change in the
registered agent or register office shall be effective upon filing such change
with the office of the  Secretary  of State of the state of Florida.

ARTICLE IIShareholders’ Meetings

Section 1. Annual  Meetings.  The
annual meeting of the shareholders of the corporation  shall be held at the
registered  office of the corporation,  or such other place as may be designated
by the notice of the meeting,  during the month of September  each year,  for
the purpose of election of directors and for such other business as may properly
come before the meeting.

Section 2. Special  Meetings.  Special
meetings of the shareholders of the corporation may be called at any time by the
president,  or by a majority of the board of directors,  or by the holders of at
least twenty-five percent (25%) of all the votes entitled to be cast on any
issue proposed to be considered at a proposed special meeting; provided that
upon qualification of the corporation as a "public company" under the General
Corporation Law of the State Of Florida, the percentage of votes required to
call a special  meeting shall be thirty  percent (30%).  No business shall be
transacted at any special meeting of shareholders except as is specified in the
notice  calling for said  meeting.  The board of directors  may designate any
place as the place of any special  meeting called by the president or the  board
of  directors,  and  special  meetings  called at the  request  of shareholders
shall be held at such place as may be  determined  by the board of directors and
placed in the notice of such meetings.

Section 3.  Notice of  Meetings.
Written  notice of annual or special meetings of shareholders  stating the
place, day, and hour of the meeting,  and, in the case of a special meeting,
the purpose or purposes for which the meeting is called,  shall be given by the
secretary or persons  authorized  to call the meeting to each  shareholder  of
record  entitled to vote at the  meeting.  Such notice shall be given not less
than ten (10) nor more than sixty (60) days prior to the date of the  meeting,
except  that  notice of a meeting to act on (i) an amendment  to the  Articles
of  Incorporation,  (ii) a plan of  merger or share exchange,  (iii) a  proposed
sale,  lease,  exchange  or other  disposition  of substantially  all of the
assets of the  corporation  other than in the usual or regular course of
business,  or (iv) the dissolution of the corporation shall be given no fewer
than  twenty  (20) days nor more than sixty (60) days  before the meeting date.
Notice may be  transmitted by mail,  private  carrier or personal delivery;
telegraph or teletype; or telephone, wire or wireless equipment which transmits
a facsimile of the notice.  If mailed,  such notice shall be deemed to be
delivered  when  deposited  in  the  United  States  mail  addressed  to the
shareholder  at the  shareholder’s  address as it appears on the stock
transfer books of the corporation.

Section 4. Waiver of Notice.  Notice
of the time, place, and purpose of any meeting may be waived in writing  (either
before or after such meeting) and will be waived by any shareholder by the
shareholder’s attendance at the meeting in person or by proxy,  unless the
shareholder  at the beginning of the meeting objects to holding  the meeting or
transacting  business  at the  meeting.  Any shareholder so waiving shall be
bound by the  proceedings of any such meeting in all respects as if due notice
thereof had been given.

Section 5. Quorum and Adjourned
Meetings.  A majority of the outstanding shares of the corporation  entitled to
vote,  represented in person or by proxy, shall  constitute a quorum a meeting
of  shareholders.  A majority of the shares represented  at a meeting,  even if
less than a quorum,  may adjourn the meeting from time to time without further
notice. At such reconvened  meeting at which a quorum shall be present or
represented,  any business may be  transacted  which might  have  been
transacted  at  the  meeting  as  originally  notified.   The shareholders
present at a duly  organized  meeting  may  continue  to  transact business at
such meeting and at any  adjournment  of such meeting  (unless a new record date
is or must be set for the adjourned  meeting),  notwithstanding  the withdrawal
of enough  shareholders  from  either  meeting  to leave less than a quorum.

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Section 6. Proxies.  At all meetings
of shareholders, a shareholder may vote by proxy  executed in writing by the
shareholder  or by the  shareholder’s duly  authorized  attorney in fact.
Such proxy shall be filed with the secretary of the corporation before or at the
time of the meeting. No proxy shall be valid after  eleven  (11)  months  from
the date of its  execution,  unless  otherwise provided in the proxy.

Section  7.  Voting   Record.   After
fixing  a  record  date  for  a shareholders’ meeting, the corporation
shall prepare an alphabetical list of the names of all  shareholders  on the
record date who are entitled to notice of the shareholders’ meeting. The
list shall be arranged by voting group, and with each voting group by class or
series of shares, and show the address of and number of shares  held by each
shareholder.  A  shareholder,  shareholder’s  agent,  or a
shareholder’s  attorney may inspect the shareholder’s  list,
beginning ten days prior to the shareholders’  meeting and continuing
through the meeting,  at the corporation’s principal office or at a place
identified in the meeting notice in the city where the meeting will be held
during regular business hours and at the shareholder’s  expense. The
shareholders’ list shall be kept open for inspection during such meeting
or any adjournment.

Section  8.  Voting of  Shares.
Except as  otherwise  provided  in the Articles of Incorporation or in these
Bylaws,  every shareholder of record shall have the  right at  every
shareholders’  meeting  to one vote for  every  share standing in the
shareholder’s name on the books of the corporation.  If a quorum exists,
action on a matter, other than election of directors,  is approved by a voting
group of  shareholders if the votes cast within the voting group favoring the
action  exceed the votes cast within the voting  group  opposing the action,
unless the Articles of Incorporation or the Florida Business  Corporation Act
require a greater number of affirmative votes.

Section 9.  Record  Date For the
purpose of  determining  shareholders entitled to notice or to vote at any
meeting of shareholders, or any adjournment thereof, or entitled to receive
payment of any dividend,  the board of directors may fix in advance a record
date for any such  determination  of  shareholders, such date to be not more
than  seventy  (70) days prior to the date on which the particular  action
requiring such  determination of shareholders is to be taken. If no record date
is fixed for the  determination  of  shareholders  entitled to notice of or to
vote a meeting of  shareholders,  or  shareholders  entitled  to receive
payment of a dividend,  the day before the date on which  notice of the meeting
is mailed or the date on which the  resolution of the board of directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such  determination  of  shareholders.  When a determination of shareholders
entitled  to vote at any  meeting of  shareholders  has been made as provided in
this section, such determination shall apply to any adjournment thereof,  unless
the board of directors fixes a new record date,  which it must do if the meeting
is  adjourned  more than one hundred  twenty (120) days after the date fixed for
the original meeting.

ARTICLE IIIDirectors

Section 1. General Powers.  All
corporate  powers shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be managed under the  direction
of, the board of directors  except as otherwise provided  by  the  laws  of the
state  of  Florida  or in  the  Articles  of Incorporation.

Section 2. Number. The number of
directors of the corporation is three. The numbers of directors can be increased
or decreased  from time to time by the vote of the directors or shareholders to
amend this Section 2, provided that the number of directors  shall be not less
than one,  and  provided  further that no decrease shall shorten the term of any
incumbent director.

Section 3. Tenure and  Qualification.
At the first  annual  meeting of shareholders  and at each annual meeting
thereafter,  the  shareholders  of the corporation  shall elect  directors.
Each director  shall hold office until the next  succeeding  annual meeting and
until his or her successor  shall have been elected  and  qualified.  Directors
need  not  be  residents  of the  state  of Florida or shareholders of the
corporation.

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Section 4. Election. The directors
shall be elected by the shareholders at their annual  meeting each year; and if,
for any cause,  the directors  shall not have been  elected  at an annual
meeting,  they may be elected at a special meeting of shareholders  called for
that purpose in the manner provided by these Bylaws.

Section 5.  Vacancies.  Vacancies in
the board of directors,  including vacancies  resulting from an increase in the
number of directors,  may be filled by the  shareholders,  the board of
directors,  or a majority of the  remaining directors if they do not constitute
a quorum.

Section  6.  Resignation.  Any
director  may  resign  at any  time  by delivering  written  notice  to the
board of  directors,  its  chairperson,  the president or the secretary of the
corporation.  A resignation shall be effective when the notice is delivered
unless the notice specifies a later effective date.

Section 7.  Removal of Directors.  At
a meeting of  shareholders  called expressly  for that  purpose,  the  entire
board of  directors,  or any  member thereof,  may be removed,  with or without
cause,  by a vote of the holders of a majority of shares then entitled to vote
at an election of such directors.

Section 8.  Meetings.

(a) The annual meeting of the board of
directors shall be held   immediately  after the annual  shareholders’
meeting at the same place as the   annual shareholders’ meeting or at such
other place and at such time as may be   determined by the  directors.  No
notice of the annual meeting of the board of   directors shall be necessary.

(b) Special  meetings may be called at
any time and place upon the call of the president,  secretary,  or any director.
Notice of the time and place of each  special  meeting  shall be given by the
secretary or the persons calling the meeting,  by mail,  private  carrier,
radio,  telegraph,  telegram, facsimile  transmission,  personal  communication
by  telephone or otherwise at least two (2) days in advance  of the time of the
meeting.  The  purpose of the meeting  need not be given in the notice.  Notice
of any special meeting may be waived in writing or by telegram (either before or
after such meeting) and will be waived by any director by attendance thereat.

(c) Regular meetings of the board of
directors shall be held at such place and on such day and hour as shall from
time to time be fixed by resolution of the board of directors. No notice of
regular meetings of the board of directors shall be necessary.

(d) At any meeting of the board of
directors,  any  business may be  transacted,  and the board may exercise all of
its powers.

Section 9.  Quorum and Voting.

(a) A majority of the directors shall
constitute a quorum, but   a lesser number may adjourn any meeting  from time to
time until a quorum is obtained, and no further notice thereof need be given.

(b) If a quorum  is  present  when  a
vote  is  taken,  the   affirmative vote of a majority of the directors  present
at the meeting is the act of the board of directors.

Section 10.  Compensation.  By
resolution of the board of directors, the directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director.  No such   payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation therefor.

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Section 11.  Presumption of Assent. A
director of the corporation who is   present  at a  meeting  of the  board  of
directors  at which  action  on any   corporate  matter is taken shall be
presumed  to have  assented to the action   taken unless:

(a) The director objects at the
beginning of the meeting, or promptly upon the director’s arrival, to
holding it or transacting business at the meeting:

(b) The director’s dissent or
abstention from the action taken is entered in the minutes of the meeting; or

(c) The director delivers written
notice of the director’s dissent or abstention to the presiding officer of
the meeting before its adjournment or to the corporation  within a reasonable
time after adjournment of the meeting.

The right of dissent or abstention is
not available to a director who votes in favor of the action taken.

Section 12.  Committees.  The board of
directors, by resolution adopted by a majority of the full board of directors,
may designate one or more committees from among its members, each of which must
have two or more members and, to the extent provided in such resolution, shall
have and may exercise all the authority of the board of directors, except that
no such committee shall have the authority to: authorize or approve a
distribution except according to a general formula or method prescribed by the
board of directors; approve or propose to shareholders action that the General
Corporation Law of the State Of Florida requires to be approved by shareholders;
fill vacancies on the board of directors or on any of its committees; amend any
Articles of Incorporation requiring shareholder approval; adopt, amend or repeal
Bylaws; approve a plan of merger requiring shareholder approval; or authorize or
approve the issuance or sale or contract for sale of shares, or determine the
designation and relative rights, preferences and limitations of a class or
series of shares, except that the board of directors may authorize a committee,
or a senior executive officer of the corporation, to do so within limits
specifically prescribed by the board of directors.

ARTICLE IVSpecial Measures for Corporate Action

Section 1.  Actions by Written
Consent. Any corporate action required or permitted by the Articles of
Incorporation,  Bylaws, or the laws under which the corporation is formed,  to
be voted upon or approved at a duly called meeting of the  directors,  committee
of directors,  or  shareholders  may be  accomplished without a meeting if one
or more  unanimous  written  consents of the respective directors or
shareholders,  setting forth the actions so taken, shall be signed, either
before  or after  the  action  taken,  by all the  directors,  committee
members, or shareholders,  as the case may be. Action taken by unanimous written
consent is  effective  when the last  director  or  committee  member  signs the
consent,  unless the consent  specifies a later effective date.  Action taken by
unanimous written consent of the shareholders is effective when all consents are
in possession of the corporation, unless the consent specifies a later effective
date.

Section 2.  Meetings by Conference
Telephone.  Members of the board of directors,  members of a committee of
directors, or shareholders may participate in their  respective  meetings  by
means of a  conference  telephone  or similar communications  equipment  by
means of which all  persons  participating  in the meeting can hear each other
at the same time; participation in a meeting by such means shall constitute
presence in person at such meeting.

ARTICLE VOfficers

Section 1.  Officers  Designated.  The
officers of the corporation shall be a president,  a secretary  and a treasurer,
each of whom shall be elected by the board of directors.  Such other  officers
and  assistant  officers as may be deemed necessary may be elected or appointed
by the board of directors.  Any two or more offices may be held by the same
person.

The board of directors may, in its
discretion,  elect a chairperson and one or more  vice-chairpersons of the board
of directors;  and, if a chairperson has been elected,  the chairperson shall,
when present,  preside at all meetings of the board of directors and the
shareholders and shall have such other powers as the board may prescribe.






Section 2.  Election,  Qualification
and Term of  Office.  Each of the officers shall be elected by the board of
directors.  None of said officers need be a director.  The officers  shall be
elected by the board of directors at each annual meeting of the board of
directors.  Except as hereinafter provided,  each of said  officers  shall hold
office from the date of his or her election  until the next annual meeting of
the board of directors and until his or her successor shall have been duly
elected and qualified.

Section 3.  Powers and Duties.

(a)  President.  The  president  shall
be the chief  executive   officer of the  corporation  and,  subject to the
direction and control of the   board of  directors,  shall  have  general
charge  and  supervision  over its   property, business, and affairs.

(b) Secretary.  The secretary  shall:
(1) keep the minutes of   the shareholders’ and of the board of
directors’ meetings in one or more books   provided  for  that  purpose;
(2) see  that all  notices  are  duly  given in   accordance  with the
provisions of these Bylaws or as required by law; (3) be   custodian  of the
corporate  records and of the seal of the  corporation  and   affix the seal of
the  corporation  to all  documents as may be required;  (4)   keep a register
of the post office address of each shareholder  which shall be   furnished to
the secretary by such  shareholder;  (5) sign with the president,   or a vice
president,  certificates for shares of the corporation, the issuance   of which
shall have been  authorized  by resolution of the board of directors;   (6) have
general charge of the stock transfer  books of the  corporation;  and   (7) in
general perform all duties incident to the office of secretary and such   other
duties  as  from  time  to time  may be  assigned  to him or her by the
president or by the board of directors.

(c)  Treasurer.  Subject to the
direction  and control of the   board of  directors,  the  treasurer  shall
have the  custody,  control,  and   disposition of the funds and securities of
the  corporation  and shall account   for the same; and, at the expiration of
his or her term of office,  her or she   shall turn over to his or her successor
all property of the corporation in his   or her possession.

Section 4.  Assistant  Secretaries
and  Assistant   Treasurers.   The   assistant  secretaries,  when  authorized
by the board of directors,  may sign   with the  president,  or a vice
president,  certificates  for  shares  of the   corporation, the issuance of
which shall have been authorized by resolution of   the board of  directors.
The assistant  treasurers  shall,  respectively,  if   required by the board of
directors,  give bonds for the faithful  discharge of   their  duties in such
sums and with such  sureties  as the board of  directors   shall  determine.
The  assistant  secretaries  and assistant  treasurers,  in   general,  shall
perform  such  duties  as  shall be  assigned  to them by the   secretary or the
treasurer,  respectively, or by the president or the board of   directors.

Section 5.  Removal.  The board of
directors  shall have the right to  remove any officer  whenever in its judgment
the best interests of the  corporation will be served thereby.

Section 6.  Vacancies.  The board of
directors  shall fill any office   which becomes  vacant with a successor who
shall hold office for the unexpired   term  and  until  his or her  successor
shall  have  been  duly  elected  and   qualified.

Section 7.  Salaries.  The  salaries
of all  officers of the   corporation  shall be fixed by the board of directors.

ARTICLE VIShare Certificates

Section 1.  Issuance,  Form and
Execution of Certificates.  No shares of the  corporation   shall  be  issued
unless   authorized  by  the  board.  Such authorization  shall  include  the
maximum  number of shares to be issued,  the consideration to be received for
each share, the value of noncash consideration, and a  statement  that the
board has  determined  that  such  consideration  is adequate. Certificates for
shares of the corporation shall be in such form as is consistent  with the
provisions of the General Corporation Law of the State of Florida and shall
state:

(a) The name of the corporation and
that the corporation is  SiteWorks Inc.,  organized under the laws of this
state; Florida

(b) The name of the person to whom
issued; and

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(c) The number and class of shares and
the  designation  of the series,   if any,  which  such  certificate
represents.  They  shall be  signed  by two   officers of the  corporation,  and
the seal of the  corporation may be affixed   thereto.  Certificates  may be
issued for  fractional  shares.  No certificate   shall be issued  for any share
until the  consideration  established  for its   issuance has been paid.

Section 2.  Transfers.  Shares may be
transferred  by  delivery of the   certificate  therefor,  accompanied  either
by an assignment in writing on the   back of the certificate,  written
assignment  separate from  certificate,  or   written power of attorney to
assign and transfer the same signed by the record   holder of the certificate.
The board of directors may, by resolution,  provide   that beneficial owners of
shares shall be deemed holders of record for certain   specified purposes.
Except as otherwise specifically provided in these Bylaws,   no  shares  shall
be  transferred  on the books of the  corporation  until the   outstanding
certificate thereof has been surrendered to the corporation.

Section  3. Loss or  Destruction  of
Certificates.  In case of loss or   destruction of any  certificate of shares,
another may be issued in its place   upon proof of such loss or  destruction
and upon the giving of a satisfactory   indemnity bond to the  corporation.  A
new  certificate  may be issued without   requiring any bond when in the
judgment of the board of directors it is proper   to do so.

ARTICLE VIIBooks and Records

Section  1.  Books  of  Account,
Minutes  and  Share  Register.   The   corporation  shall keep as  permanent
records  minutes of all meetings of its   shareholders  and board of  directors,
a record of all  actions  taken by the   shareholders  or board of  directors
without a  meeting,  and a record of all   actions  taken  by a  committee  of
the  board  of  directors  exercising  the   authority  of the  board  of
directors  on  behalf  of the  corporation.  The   corporation shall maintain
appropriate  accounting records. The corporation or   its agent shall maintain a
record of its shareholders,  in a form that permits   preparation  of a list of
the  names and  addresses  of all  shareholders,  in   alphabetical  order by
class of shares  showing the number and class of shares   held by each. The
corporation  shall keep a copy of the following  records at   its principal
office:  the Articles or Restated Articles of Incorporation and   all amendments
to them currently in effect;  the Bylaws or Restated Bylaws and   all amendments
to them currently in effect;  the minutes of all  shareholders’
meetings,  and records of all actions taken by shareholders without a meeting,
for the past three years;  its financial  statements for the past three years,
including balance sheets showing in reasonable detail the financial  condition
of the  corporation  as of the  close  of  each  fiscal  year,  and an  income
statement  showing  the  results of its  operations  during  each  fiscal year
prepared on the basis of generally accepted accounting  principles or, if not,
prepared  on  a  basis  explained  therein;  all  written   communications  to
shareholders  generally  within the past three years;  a list of the names and
business addresses of its current directors and officers;  and its most recent
annual report delivered to the Secretary of State of the state of Florida.

Section  2.  Copies  of  Resolutions.
Any  person  dealing  with  the   corporation  may rely upon a copy of any of
the  records  of the  proceedings,   resolutions,  or  votes  of the  board  of
directors  or  shareholders,  when   certified by the president or secretary.

ARTICLE VIIIBylaws

The board of directors may adopt,
amend or repeal the bylaws, or adopt   new bylaws,  subject to the  reserved
power of the  shareholders  to amend or   repeal the  bylaws,  or adopt new
bylaws,  and in  amending  or  repealing  a   particular  bylaw to provide
expressly  that the board of  directors  may not   amend or repeal that bylaw.
The following changes have been made to the by laws of the corporation.

SHARES

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2.2     Consideration For Shares. Shares may be issued
for consideration  consisting   of any  tangible  or  intangible  property  or
benefit  to  the  corporation,   including cash, promissory notes,  services
performed,  contracts for services   to be performed, or other securities of the
corporation,  as may be authorized   by the board of  directors.  The board of
directors  may  determine  that the   consideration  received  or to be
received  for the  shares  to be  issued is   adequate;  when the corporation
has received the  consideration so determined,   the shares issued therefore
will be fully paid and nonassessable.

2.3     No Cumulative Voting. The shareholders are not
entitled to cumulate  votes at any election of directors.

2.4     No Preemptive  Right.  The  shareholders  do
not have any preemptive right to acquire  unissued shares or securities
convertible into or carrying a right to subscribe for or acquire shares.

ARTICLE IXLIMITATION OF DIRECTORS’ LIABILITY

Any  personal  liability  of a
director  to  the  corporation  or  its   shareholders  for  monetary  damages
for conduct as a director is  eliminated,   except for any  liability for any
acts or omissions  that involve  intentional   misconduct  by a director or a
knowing  violation  of law by a  director,  for   conduct violating the
applicable part of General Corporation Laws of the State of Florida,  for any
transaction from which the director   will personally receive a benefit in
money, property, or services to which the   director is not legally entitled,
or for any act or omission  occurring prior   to the date when this Article
becomes effective. If after this Article becomes effective  the  General
Corporation Law of the State of Florida is amended to authorize   further
elimination or limitation of liability of a director,  then, upon the
effective date of the amendment,  the liability of a director shall be further
eliminated  and  limited   without  further  act  to  the  fullest  extent  so
authorized.  No amendment or repeal of these Articles of  Incorporation  shall
reduce the extent of any  elimination or limitation of liability of a director
existing immediately prior to the amendment or repeal.

ARTICLE XINDEMNIFICATION OF DIRECTORS AND OFFICERS

"SECTION 1. INDEMNIFICATION

The corporation shall have the power
to indemnify any director, officer, employee, or agent of the corporation as
provided in Section 607.0850of the Business Corporation Act.

SECTION 2. ADDITIONAL INDEMNIFICATION

The corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees, or agents, under any Bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in the
person’s official capacity and as to action in another capacity while
holding such office. However, such further indemnification or advancement of
expenses shall not be made in those instances as specified in  the Business
Corporation Act."

Florida Statute ss. provides for the
indemnification of a director and/or officer who is a party to any legal
proceeding against them "if he or she acted in good faith and in a manner he or
she reasonably believed

to be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful."

Florida Statute  also provides that
there shall be no indemnification to or on behalf of any director or officer if
a judgment or other final adjudication establishes that his or her actions, or
omissions to act, were material to the cause of action so adjudicated and
constitute (a) a violation of criminal law unless the officer or director had
reasonable cause to believe his or her conduct was unlawful; (b) a transaction
whereby the director or officer derived an improper personal benefit; (c) in the
case of a director, a violation of his or her fiduciary duties; or (d) willful
misconduct.

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In so far as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers, or controlling persons pursuant to the foregoing
provisions, the Company has been informed that, in the opinion of the Securities
& Exchange Commission, such indemnification is against public policy as
expressed in that Act and is, therefore, unenforceable.

7.1  Right  to   Indemnification.
EACH   INDIVIDUAL   (including   an   individual’s  personal
representative)  who  was  or is  made a  party  or is   threatened to be made a
party to, or is otherwise involved (including, without   limitation,  as a
witness) in, any  threatened,  pending or completed  action,   suit or
proceeding, whether civil, criminal, administrative,  investigative or   by or
in the right of the corporation,  or otherwise (a "Proceeding")  because   the
individual  or another  individual  of whom the  individual is a personal
representative:

(a) is or was a director or officer of
the corporation or any predecessor entity, or

(b) being or having been such a
director or officer, is or was serving at the request of the corporation or any
predecessor  entity as a director, officer, partner, trustee, employee, agent,
or in any other relationship or capacity  whatsoever,  of any other foreign or
domestic corporation, partnership, joint venture, employee benefit plan or trust
or other trust,  enterprise  or other private or  governmental  entity, agency,
board, commission,  body or other unit whatsoever ( (a) and (b) collectively, an
"Indemnitee") SHALL BE INDEMNIFIED  AND HELD HARMLESS by the corporation to the
fullest extent not prohibited by the General Corporation Law of the State of
Florida as the same exists or may hereafter be amended (but, in the case or any
amendment,  only to the extent that the amendment  does not prohibit the
corporation  from  providing  broader indemnification  rights than prior to the
amendment) IF the Indemnitee  acted in good  faith  and  reasonably  believed
the  Indemnitee’s  conduct  was  in  the corporation’s  best
interests  (in the  case  of  conduct  in the  Indemnitee’s official
capacity with the  corporation)  and (in all other cases) was at least not
opposed to the  corporation’s  best  interests and is fairly and
reasonably entitled  to  indemnification   in  view  of  all  the  relevant
circumstances ("Corporation’s   Standards  for   Indemnification"),
WITHOUT  REGARD  TO  the limitations  as per the applicable statue of the
General Corporation Law of the State of Florida,  AND  WHETHER  OR NOT  the
Indemnitee  met the standard of conduct set forth in Florida Law or any other
standard of conduct set forth in as per the General Corporation Law of the State
of Florida, AGAINST ALL DIRECT AND INDIRECT EXPENSES,  LIABILITIES AND LOSSES
(including but not limited to attorney fees, judgments,  settlements,
penalties,  fines, ERISA and employee  benefit plan and other excise taxes and
other taxes and penalties, environmental and remediation  expenses,
settlements,  penalties and fines, and other adverse effects) that are actually
incurred or suffered by the Indemnitee in connection with the Proceeding
(whether or not the basis of the Proceeding is alleged  conduct,  action or
inaction  in an  official  capacity as a director, officer,  partner,  trustee,
employee,  agent, or in any other  relationship or capacity whatsoever).

The  indemnification  granted in the
Article  is a contract  right and includes the right to payment by, and the
right to receive  reimbursement  from, the corporation of all the
Indemnitee’s expenses as they are incurred, including advances in advance
of final disposition of the Proceeding.  The term "expenses" as used in this
Article includes  without  limitation all counsel and attorneys’ fees and
costs.

Notwithstanding the foregoing, an
advance for expenses incurred by an Indemnitee who is a party to a Proceeding
because the  Indemnitee  is or was a director of the  corporation  or any
predecessor  entity  shall be made in advance of final disposition  of the
Proceeding  only upon receipt by the  corporation  of (i) a written undertaking
(hereinafter an "undertaking") executed personally or on the Indemnitee’s
behalf to repay the advance if and to the extent it is  ultimately determined by
order of a court having  jurisdiction  (which  determination shall become  final
upon  expiration  of all rights to  appeal,  hereinafter  a "final
adjudication")  that the  Indemnittee is not entitled to be indemnified for such
expenses under this Article, and (ii) a written affirmation by the Indemnitee of
the Indemnitee’s good faith belief that the Indemnitee has net the
Corporation’s Standards for Indemnification as defined in this Article for
the amount claimed.

The  undertaking  must be an unlimited
general  obligation  of the  Indemnitee, unsecured and without reference to
financial ability to make repayment.

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7.2  Court-Ordered  Indemnification
or Advance;  Presumption.  If any claim for   indemnification  or advance of
expenses  under  Section 7.1 of this Article is   not paid in full by the
corporation  within 30 days after a written claim has   been received by the
corporation,  the Indemnitee may at any time  thereafter   apply for
indemnification  or advance of expenses to the court conducting the   Proceeding
or to another court of competent jurisdiction. If the Indemnitee is   successful
in whole or in part in any such application,  the corporation shall   also pay
to Indemnitee all the  Indemnitee’s  expenses in connection  with the
application.

The Indemnitee shall be presumed to be
entitled to indemnification  and advances of expenses under this Article upon
the  corporation’s  receipt of  Indemnitee’s written claim (and in
any application to a court for  indemnification or advance of expenses),  and
thereafter the corporation  shall have the burden of proof to overcome that
presumption.

Neither the fact that the corporation
(including its board of directors, special legal counsel or its shareholders
under General Corporation Law of the State of Florida,  or otherwise) did, nor
the fact that the corporation  (including its board of directors,  special legal
counsel or its shareholders ,  or otherwise) did not, make a determination  that
the Indemnitee is or is not entitled to  indemnification  or advance  of
expenses,  shall  be a  defense  to the  application  or  create  a presumption
that the Indemnitee is not so entitled.

If the Indemnitee  applies to a court
having  jurisdiction for  determination of the right to indemnity or advance of
expenses,  or amount  thereof,  the court’s determination  shall become
final upon  expiration of all rights to appeal,  and such a final  adjudication
shall  supersede  any  other  determination  made in accordance with applicable
Law, or otherwise.

7.3  Nonexclusivity  of  Rights,
Severability.  The  right  to  indemnification   (including but not limited to
payment, reimbursement and advances of expenses)   granted  in this  Article  is
not  exclusive  of any  other  rights  that  any   individual  may have or
hereafter  acquire  under any  statute,  common  law,   provision  of the
Articles  of  Incorporation  or Bylaws of the  corporation,   agreement,  vote
or resolution of shareholders or disinterested  directors, or   otherwise.
Notwithstanding  any amendment to or repeal of this  Article,  any   Indemnitee
shall be  entitled to  indemnification  and advance of expenses in   accordance
with the  provisions  of this Article with respect to any conduct,   acts or
omissions  of the  Indemnitee  occurring  prior to the  amendment  or   repeal.
If any  provision or term of this Article is determined to be void or
unenforceable for any reason, the remaining  provisions and terms shall remain
in full force and effect.

7.4  Insurance,  Contracts and
Funding. The corporation may purchase and maintain  insurance,  at its  expense,
to  protect  itself  and any  individual (including an individual’s
personal  representative)  who is or was a director, officer,  employee or agent
of the corporation or any predecessor  entity or who being or having  been such
a  director  or  officer,  is or was  serving  at the request of the
corporation or any  predecessor  entity as a director,  officer, partner,
trustee, employee, agent, or in any other  relationship or capacity  whatsoever,
of any foreign or domestic corporation, partnership, joint venture, employee
benefit plan or trust or other trust,  enterprise or other  private or
governmental  entity,  agency, board, commission, body or other unit whatsoever,
against any expense, liability or loss,  whether  or not the  corporation  would
have  power to  indemnify  the individual  against the same  expense,  liability
or loss under the  General Corporation Law of the State of Florida,  or
otherwise.  The corporation  may  grant  indemnity,   and  may  enter  into
contracts  granting indemnity,  to  any  such  individual,  whether  or not  in
furtherance  of the provisions of this Article, and may create trust funds,
grant security interests and use other means (including, without limitation,
letters of credit) to secure and ensure the payment of indemnification amounts.

7.5  Partial   Indemnification.   If
an   Indemnitee  is  entitled  to indemnification   by  the  corporation  for
some  or  a  portion  of  expenses, liabilities or losses,  but not for the
total amount  thereof,  the  corporation shall  nevertheless  indemnify the
Indemnitee  for the portion of the expenses, liabilities and losses to which the
Indemnitee is entitled.

7.6  Successors and Assigns.  All
obligations of the corporation to indemnify any Indemnitee:  (i) are binding
upon all successors and assigns of the  corporation (including  any  transferee
of all or  substantially  all of its assets and any successor by merger or
otherwise by operation of law),  (ii) are binding on and inure to the benefit of
the spouse, heirs,  personal  representatives and estate of the  Indemnitee,
and (iii) shall continue as to an Indemnitee who has ceased to be a  director,
officer,  partner,  trustee,  employee,  or agent  (or other relationship  or
capacity)  included in the  definition of Indemnitee in Section 7.1 of this
Article. The corporation shall not effect any sale or other transfer of
substantially   all  of  its  assets,   merger,   consolidation   or  other
reorganization unless the purchaser,  transferee,  successor or surviving entity
(as the case may be) agrees in writing  to assume  all such  obligations  of the
corporation.

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ARTICLE XIAMENDMENT OF ARTICLES OF INCORPORATION

The corporation  reserves the right
from time to time to amend,  alter, change or repeal any and all  provisions  of
its  Articles of  Incorporation  by majority  vote of all  votes  entitled  to
be cast by the  holders  of the  then outstanding shares of Common Stock, in any
manner now or hereafter prescribed or permitted by statute. All rights of the
shareholders, directors, and officers of the corporation are granted subject to
this reservation.



ADOPTED by order of the directors of
the corporation on August 8, 2001

SITEWORKS, INC.

/s/ C M . Nurse
     Carl M  Nurse, Director

Number  -----     Shares -------------

(Logo)

Incorporated under the laws of the
State of Florida      August 8, 2001

COMMON

SITEWORKS, INC.

Total authorized issue 100,000,000 common shares (par value $
..001)

This Certifies That  ------------------- is the owner of  -------------- fully
paid and non-assessable shares of the common stock of the above named
corporations transferable only on the books of the  corporation by the holder
hereof in person or by duly authorized Attorney upon surrender of this
certificate properly endorsed.

In witness whereof, the said corporation has caused this certificate to be
signed by its duly authorized officers and its Corporate Seal to be  hereunto
affixed . this ------------ day of -------------, -------------

Secretary

(SEAL)

/s/ Carl M  Nurse President

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT ("Agreement") is entered into on the 9th day of August
2001 between SITEWORKS, INC., a Florida corporation (the "Company"), and  Carl M
Nurse_(Indemnitee").

R E C I T A L

The Indemnitee currently is serving as a director or officer, or both, of the
Company and the Company wishes the Indemnitee to continue in such capacities. In
order to induce the Indemnitee to continue to serve in such capacities for the
Company and in consideration for his continued service, the Company wishes to
provide for indemnification of the Indemnitee upon the terms and conditions set
forth below.

A G R E E M E N T

It is agreed as follows:

1.     The Company will pay on behalf of the
Indemnitee, 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 hereunder shall
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 Indemnitee, costs of
attachment or similar bonds, costs of establishing a right to indemnification
under this Agreement, and fines, penalties or other obligations or fees imposed
by law.

2.     If a claim under this 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 shall be entitled to receive from the Company
claimant’s reasonable attorneys’ fees and other expenses of
prosecuting such claim.

3.     In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of the Indemnitee, who shall execute all papers reasonably
required and shall do everything that may be necessary or appropriate to secure
such rights, including the execution of such documents necessary or appropriate
to enable the Company effectively to bring suit to enforce such rights.

4.     Notwithstanding anything contained herein to the
contrary:

(a) The Company shall not be liable to
Indemnitee for, nor obligated to furnish advances in connection with, any loss,
cost or expense of Indemnitee resulting from his willful or negligent violation
of Section 16(b) of the Securities Exchange Act of 1934 or the Foreign Corrupt
Practices Act of 1977.      (b) The Company shall
not be liable to the Indemnitee for, and shall not be obligated to furnish any
advances except for repayable costs, charges and expenses as stated below, in
connection with, any loss, cost or expense of Indemnitee as the direct result of
a final judgment for money damages payable to the Company or any affiliate for
or on account of loss, cost or expense directly or indirectly resulting form the
Indemnitee’s negligence or misconduct within the meaning of Florida
General Corporation Law.      (c) Unless otherwise
allowed by a court of competent jurisdiction, the Company shall not be liable to
Indemnitee for, and Indemnitee undertakes to repay the Company for all advances
which may have been made of, expenses of investigation, defense or appeal of any
matter the judgment of which is excluded under subsection 4(b) next above.
     (d) Unless otherwise determined by a court of
competent jurisdiction, a settlement of any suit, action or proceeding shall be
presumed to be an "expense" in mitigation of the expenses of continued
litigation and not the compromise of a judgment on the merits of the action,
suit or proceeding.

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(e) Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Securities Act") may
be permitted to directors of the Company pursuant to the foregoing provisions,
or otherwise, the Board of Directors has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director of the Company
in the wholly or partially successful defense of any action, suit or proceeding)
is asserted by the Indemnitee in connection with Company securities which have
been registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
hereunder is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue. In effect, therefore,
absent a court decision in the individual case or controlling precedent, the
provisions of the Agreement will not apply to liabilities of the Indemnitee
arising under the Securities Act unless and only to the extent that the
Indemnitee is successful in the defense of the action, suit or proceeding in
question.      (f) The Company shall not be liable
under this Agreement to make any payment in connection with any claim made
against the Indemnitee:
           (i) based
upon or attributable to the Indemnitee or any member of his immediate family
gaining in fact any personal profit or advantage to which he was not legally
entitled;
           (ii) based
upon or attributable to the dishonesty of the Indemnitee seeking payment
hereunder; provided that the Indemnitee shall be protected under this Agreement
as to any claims upon which suit may be brought against him by reason of any
alleged dishonesty on his part, unless a judgment or other final adjudication
thereof adverse to the Indemnitee shall establish that he committed acts of
active and deliberate dishonesty, with actual dishonest purpose and intent,
which acts were material to the cause of action so adjudicated;
           (iii) for
bodily injury, sickness, disease or death of any person, or damage to or
destruction of any tangible property, including loss of use thereof; or
           (iv) for
which indemnification under this Agreement is determined by a final adjudication
of a court of competent jurisdiction to be unlawful and violative of public
policy.

5.     The Indemnitee, as a condition precedent to his
right to be indemnified under this Agreement, shall give to the Company notice
in writing as soon as practicable of any claim made against him for which
indemnity will or could be sought under this Agreement. Notice to the Company
shall be directed to the attention of the Corporate Secretary of the Company at
the address of the Company’s executive offices (or such other address as
the Company shall designate in writing to the Indemnitee); notice shall be
deemed received if sent by prepaid mail properly addressed, the date of such
notice being the date postmarked. In addition, upon request made by the
Corporation the Indemnitee shall give the Company such information and
cooperation as it may reasonably require and as shall be within the
Indemnitee’s power.

6.     Costs and expenses (including attorneys’
fees) incurred by the Indemnitee in defending or investigating any action, suit,
proceeding or investigation shall be paid by the Company in advance of the final
disposition of such matter. The Indemnitee agrees to repay any such advances in
the event that it is ultimately determined that the Indemnitee is not entitled
to indemnification under the terms of the Agreement. Notwithstanding the
foregoing or any other provision of this Agreement, no advance shall 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 (if such
a quorum is not obtainable or, even if obtainable, a quorum of disinterested
directors so directs) by independent legal counsel, that, based upon the facts
known to the board or counsel at the time such determination is made, (a) the
Indemnitee knowingly and intentionally acted in bad faith, and (b) it is more
likely than not that it will ultimately be determined that the Indemnitee is not
entitled to indemnification under the terms of this Agreement.

48






7.     Nothing contained herein shall be deemed to
diminish or otherwise restrict the Indemnitee’s right to indemnification
under any provision of the articles of incorporation or bylaws of the Company or
under Florida law.

8.     This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.

9.     This Agreement shall be binding upon all
successors and assigns of the Company (including any transferee of all or
substantially all of its assets and any successor by merger or operation of law)
and shall inure to the benefit of the heirs, personal representatives and estate
of Indemnitee.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and signed as of the day and year first above written.

SITEWORKS, INC., a Florida corporation

Carl M Nurse, President "INDEMNITEE"

49






CERTIFICATION OF OFFICER

I, Carl M Nurse, certify that:

1.     I have reviewed this annual report on Form
10-KSB/A Siteworks Inc.;

2.     Based on my knowledge, this annual report does
not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under
which such statements are made, not misleading with respect to the period
covered by this annual report;

3.     Based on my knowledge, the financial statements,
and other financial information included in this annual report, fairly present
in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for the periods presented in this annual
report;.

4.     The registrant’s other certifying officers
and I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

a.     Designed such
disclosure controls and procedures to ensure that material information relating
to the registrant is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;
b.     Evaluated the effectiveness of the
registrant’s disclosure controls and procedures as of a date within 90
days prior to the filing date of this annual report (the "Evaluation Date"); and
c.     Presented in this annual report our
conclusions about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluations Date;

5.     The registrant’s other certifying officers
and I have disclosed, based on our most recent evaluation, to the
registrant’s auditors and the audit committee of registrant’s board
of directors (or persons performing the equivalent functions):

a.     All significant
deficiencies in the design or operation of internal controls which could
adversely affect the registrant’s ability to record, process, summarize
and report financial data and have identified for the registrant’s
auditors any material weakness in internal controls; and
b.     Any fraud, whether or not material that
involves management or other employees who have a significant role in the
registrant’s internal controls; and

6.     The registrant’s other certifying officers
and I have indicated in this annual report whether there were significant
changes in internal control or in other factors that could significantly affect
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date: January 12, 2005
/s/ C. Michael NurseChief Executive OfficerChief Financial Officer




In connection with the Annual Report of SiteWorks Inc.(the "Company") on Form
10-KSB for the year ended December 31, 2002, and December 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, C M
Nurse Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec.
1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. Information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Date  January 12, 2005
/s/C. Michael NurseChief Executive OfficerChief Financial Officer




50