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


                               Amendment No. 2 to
                                   FORM 10-KSB


              [X] Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 2003


                                       or


            [ ] Transition Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                          Commission file number 0-8301



                              WHITEMARK HOMES, INC.
             (Exact name of registrant as specified in its charter)


                        Golden Triangle Industries, Inc.
                           (Former name of registrant)


             Colorado                                         25-1302097
   (State or other jurisdiction of                          (IRS Employer
    incorporation or organization)                           I.D. Number)

650 South Central Ave., Ste. 1000, Oviedo, Florida              32765
    (Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code:        (407) 366-9668

           Securities registered pursuant to Section 12(b) of the Act:
                                      None


           Securities registered pursuant to Section 12(g) of the Act:
                 Title of Class - Common Stock, $.001 Par Value

Indicate by check mark whether the registrant 1) has filed all reports required
To be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
Of Regulation S-K is not contained herein, and will not 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. [ ]


The aggregate market value of common equity held by non-affiliates of the
registrant was $938,275 as of March 19, 2004, based on the price of the common
stock, $.001 par value, of the registrant, ($.12 per share) at the close of the
market on that day.


The number of shares outstanding of the registrant's common stock on March 19,
2004 was 18,361,279.


<PAGE>


                              Whitemark Homes, Inc.
             Form 10-KSB for the fiscal year ended December 31, 2003


                                TABLE OF CONTENTS

                                                                            Page

 PART I


      Item 1.    Business     .     .     .     .     .     .     .     .     3
      Item 2.    Properties   .     .     .     .     .     .     .     .     6
      Item 3.    Legal Proceedings  .     .     .     .     .     .     .     6
      Item 4.    Submission of Matters to a Vote of Security Holders    .     8


 PART II

      Item 5.    Market for Registrant's Common Equity and Related
                   Stockholder Matters    .     .     .     .     .     .     9
      Item 6.    Management's Discussion and Analysis of Financial
                   Condition and Results of Operations      .     .     .    10
      Item 7.    Financial Statements and Supplementary Data      .     .    14
      Item 8.    Changes in and Disagreements with Accountants on
                   Accounting and Financial Disclosure      .     .     .    14
      Item 8A.   Controls and Procedures  .     .     .     .     .     .    14


 PART III

      Item 9.    Directors and Executive Officers of the Registrant     .    15
      Item 10.   Executive Compensation   .     .     .     .     .     .    17
      Item 11.   Security Ownership of Certain Beneficial Owners
                   and Management   .     .     .     .     .     .     .    20
      Item 12.   Certain Relationships and Related Transactions   .     .    21
      Item 13.   Exhibits, Financial Statement Schedules, and Reports
                   on Form 8-K      .     .     .     .     .     .     .    22
      Item 14.   Auditor Fee's      .     .     .     .     .     .     .    22
                   Signatures .     .     .     .     .     .     .     .    24


      Consolidated Financial Statements   .     .     .     .     .     .    F-1


                                       2
<PAGE>

                              Whitemark Homes, Inc.


                                     PART I

ITEM 1.  BUSINESS


(a) Business Development

Whitemark Homes, Inc. (the "Company" or "WTMK" or "Whitemark") was incorporated
under the name Golden Triangle Royalty & Oil, Inc. on July 30, 1975 under the
laws of the State of Colorado. The Company was organized primarily to acquire
and hold royalties on oil and gas properties. During 1996 the Company's name was
changed to Golden Triangle Industries, Inc. On June 17, 2000, the Golden
Triangle shareholders approved the purchase of Whitemark Homes, Inc., a
respected private company with a long term business plan, significant assets,
revenues and net income. It was determined that, after the acquisition, the
Company's business would be strictly that of Whitemark and that the oil, gas and
other extractive businesses would be sold. Therefore, in June 2001 the name of
the Company was changed to Whitemark Homes, Inc. to reflect the new business
direction. Whitemark has been in the business of developing and constructing
high quality residential communities for the past twenty years, with an emphasis
on customer satisfaction. Whitemark's business includes the purchase and
development of lots through the construction and sale of single family homes,
including designing, building and marketing. The target market is primarily
first time and middle income buyers.

On November 8, 2001, the Company completed the acquisition of privately held
North Florida Consulting, Inc. ("NFC") and related entities, a major developer
of prestigious waterfront properties in the Florida panhandle. The Company
issued five million restricted common shares to the stockholders of NFC and
guaranteed certain indebtedness of NFC and its majority stockholders to complete
the acquisition. NFC specializes in construction of five-star resort properties
and upscale homes, including single-family and condominium units.

With the acquisition of the NFC group, the Company entered into the development
of high-rise residential resort properties. However, on April 18, 2003 the
acquisition was effectively rescinded and the respective entities are no longer
related subsequent to the effective date of the Global Settlement Agreement (see
Part I, Item 3, Legal Proceedings for further detail).

In 2003 the Company discontinued its operation of the Home Funding Division for
cost cutting reasons. Home Funding was Whitemark's mortgage lending company.

(c) Business of Issuer

Construction and Development

The Company currently is involved in the purchase and development of land and
the Construction and sale of single-family conventional homes, primarily
targeting first time buyers in the Orlando, Florida area. The Company offers
homes in a price range from $100,000 to over $350,000, and is involved in all
aspects of the business, including land acquisition, site planning, preparation
and improvement of land, as well as design, construction and marketing of
planned developments. In 2003, 91 homes/lots were delivered in 7 communities.
Each community offers several different floor plans for buyers to choose from.
78 homes/lots were delivered in 5 communities in 2002.

Sales of the Company's homes are generally made pursuant to a standard contract.
The contract includes a financing contingency which permits the customer to
cancel in the event mortgage financing at prevailing interest rates (including
financing arrangements by the Company) is unobtainable within a specified
period. The Company reports an undelivered home sale as part of its backlog upon
execution of the presales and sales contract, as well as receipt of the down
payment. As it relates to single-family homes, revenue is recognized only upon
the closing and delivery of a home to the homebuyer. The Company estimates that
the average period between the execution of a purchase agreement for a home and
final delivery is approximately six months. Also, at times the Company will sell
land (lots) to homebuyers or other developers, at which time the revenue
recognition process is the same as if the Company were selling a single-family
home.

                                       3
<PAGE>

Current Projects

Lakewood

Lakewood consists of 96 acres of land subdivided into 48 lots including 5 lake
front lots in Orange County, Florida, located amidst a preservation area that
makes these oversized lots unique. The community is located within the Winter
Park High School district boundaries, south of University Drive on Lake Irma,
North of Hwy 50, and West the of Central Florida Greenway.

Bear Gully Forest

Bear Gully Forest is located in Seminole County and maintains a Winter Park zip
code. The community is composed of 48 home sites on two streets, Pat's Point and
Bear Gully Road. Pat's Point is the location of 36 home sites, with the
remaining 12 home sites on Bear Gully Road. Within the community lies 18 acres
of conservation areas. These conservation areas, coupled with the Seminole
Trail, a cross county biking and walking path, ensure a natural setting for all
homeowners.

Glenbrook

"A Vacation Resort Lifestyle Community", Glenbrook, a 266 lot, 70 acre
development is located in one of the most vibrant real estate markets anywhere,
only 10 minutes from Disney and other major attractions. Amenities such as the
Glenbrook Resort Community Recreation Facility feature a resort-style pool with
waterfall, tennis courts, work-out room, game room, and media room with internet
access.

Lace Fern

Located in the heart of Orlando near Kirkman Road. This affordable community
features our Sable II model type home (3 bed, 2 bath, and single car garage) on
10 Lots.

Projects Recently Sold

Little Creek and Corner Lake

Whitemark Homes sold the Little Creek property consisting of 86 acres of land
subdivided into 298 lots, on January 7, 2004 for a sale price of $7,400,000.
Whitemark Homes sold the Corner Lake property consisting of 86 acres of land
subdivided into 46 lots, on January 16, 2004 for a sale price of $3,655,000.
Whitemark Homes also retained five lots within the Corner Lake property. The
Company has sold and closed all of these lots in the first quarter of 2004 for
an additional sales amount of $1,035,000.

Marketing

The Company generally has an inventory of homes under construction. Typically
these homes are presold (i.e. the Company has received deposits and executed
sales contracts) before the Company begins construction. The Company employs
commissioned sales associates, advertises its residential communities through
local and foreign media and sells primarily from model homes that it has
designed and constructed.

                                       4
<PAGE>

Suppliers

The Company's main suppliers are as follows: Rinker Materials, Quality Precast,
Prestige AB/Ready Mix, Elite Electric, Maximum Air, Close Joners and Prestige
Lumber. The Company is only aware of one possible availability issue, and that
is the supply of metal for framing of our houses. We will substitute lumber when
the metal framing material is not available.

Quality Service

The Company uses the latest technology and proven construction methods to ensure
its homes are of the highest quality. This is evidenced by: (1) a Customer
Service Award issued by the Bonded Builders Home Warranty Association stating
"Bonded Builders is proud to recognize Whitemark Homes as one of Florida's
finest builders for the distinction of being claims free for 1998"; (2) Member
in Good Standing issued by the National Association of Home Builders; and (3)
Homeowner Evaluation forms and letters showing the satisfaction of customers.
Due to the Company's in-depth construction expertise, a range of construction
methods are utilized incorporating the choices made by the customer and the
building plan requirements. Besides being one of Orlando's premier home
builders, for both custom and affordable homes, Whitemark also develops many of
its own residential communities. As a developer/builder, great care and
attention are given to preserving the natural setting of the land during the
planning and construction stages. Each lot is carefully cleared in order to keep
as many trees and natural vegetation as possible. Whitemark's attention to
detail and fine craftsmanship have garnered the Company many national, regional,
and local awards including: East and Pacific Builders "Gold Nugget Awards,"
Southeast Builders' Conference "Aurora Award," Home Builders' Association of
Mid-Florida "Parade of Homes Winners," and Orlando's "Choice Awards Winners."

Real Estate, Economic and Other Conditions

The homebuilding industry is sensitive to changes in general economic conditions
such as levels of employment, consumer confidence, consumer income, interest
rates, availability of financing for acquisition, construction and permanent
mortgages, demand for housing and condition of the resale market for used homes.
In general, housing demand is adversely affected by increases in interest rates,
housing costs and unemployment.

The industry has, from time to time, experienced fluctuating lumber supply and
prices, and shortages of other materials, including insulation, drywall and
concrete. In addition, the industry sometimes suffers from a shortage of labor
including carpenters, electricians and plumbers. Delays in construction due to
these factors or to inclement weather conditions could have an adverse impact on
the Company's operations.

Competition

The housing industry is highly competitive. The Company competes with many home
builders and developers, ranging from local to national, some of which have
greater sales and financial resources than the Company. Competitive factors
include availability of land, location, price, design, quality, construction
costs, marketing expertise, reputation and providing mortgage financing.

Regulation

The housing industry is subject to extensive regulatory requirements on the
local, state and federal level. The regulations are subject to frequent changes
that may increase construction costs. The Company must comply with various
rules, some of which relate to the environment, worker safety, advertising,
consumer credit, treatment of waste, building design, construction materials
that must be used, minimum elevation of properties and licensing, registration
and filing requirements. Local regulations include restrictive density and
zoning requirements limiting the number of homes that can be built within
certain boundaries. Environmental laws may result in delays, cause the Company
to incur substantial compliance costs and restrict development in certain
environmentally sensitive areas. Also, the climate and geology in some parts of
Florida present risks of natural disasters that could adversely affect the
building industry.

                                       5
<PAGE>

Employees

At December 31, 2002 and December 31, 2003, the Company and its subsidiaries
employed 42 and 16 individuals, respectively (including the executive officers).
The decrease in individuals employed is solely related to the effective
rescission of the NFC acquisition on April 18, 2003 (see Part I, Item 3, Legal
Proceedings for further detail).


ITEM 2.  PROPERTIES


The Company leases its 4,400 square foot corporate office, located at 650 South
Central Ave., Ste. 1000, Oviedo, Florida, from Davis Realty. Larry White,
president of the Company sold the property in October 2003 to Davis Realty.
Lease payments to Larry White totaled approximately $50,000 and $71,000 in 2003
and 2002, respectively (see Part III, Item 12, Certain Relationships and Related
Transactions).


ITEM 3.  LEGAL PROCEEDINGS


Dispute of Money Owed


On October 30, 2002, Heller Financial, Inc. (Heller), a Delaware corporation,
named Whitemark at Fox Glen, LTD., a Florida limited partnership whose partners
are Fox Glen Management Corporation and Whitemark Homes, Inc. as a defendant in
a lawsuit alleging non-distribution of proceeds relating to a loan agreement.
Whitemark is not disputing that there is money owed to Heller but the amount
that is owed to Heller. As of December 31, 2003, Whitemark has recorded
approximately $160,000 representing management's estimate of the amount actually
due to Heller associated with this issue. An additional $640,000 reserve has
been accrued as such additional claim is reasonably estimated and is probable
despite the fact that such amount will be contested by Whitemark.

On October 3, 2003, Paulson Investment Company Inc. filed a lawsuit against
Whitemark Homes, Inc. for non-payment of $91,478 plus interest at a rate of 6%
per year. The non-payment is allegedly owed in connection with a letter of
intent for a proposed public offering to be underwritten by Paulson. The action
is pending in the Circuit Court, in and for Seminole County, Florida. Whitemark
Homes disputes the amount owed and intends to defend itself in court. No accrual
or reserve for loss has been made related to this matter as the probability of
such loss cannot be determined or reasonably estimated.


Acquisition or Disposition of Assets


As part of a settlement agreement entered into by Whitemark, certain of its
subsidiary entities, officers and directors, and William Michael Adkinson
("Michael Adkinson"), and parties and entities related to Mr. Adkinson, on April
18, 2003 (the "Global Settlement Agreement"), as more fully set forth below,
Whitemark acquired ownership of the common stock issued to Michael Adkinson and
related parties subject to a lien by an unrelated party and disposed of certain
assets as more fully described herein. The overall result of the Global
Settlement Agreement was to rescind a business relationship between Whitemark
and Michael Adkinson, together with related parties and entities, which was
consummated in October 2001. Until consummation of the settlement, Michael
Adkinson was an employee of and significant shareholder in Whitemark. The Global
Settlement Agreement was negotiated in a contested, arms-length transaction, the
terms of which were believed to be no more favorable than could be obtained from
unrelated parties.


                                       6
<PAGE>

As part of the Global Settlement Agreement, after the settlement conditions have
been satisfied, Whitemark will receive all ownership rights to 5,000,000 shares
of Whitemark restricted common stock, collectively owned by Michael Adkinson,
Chad Adkinson, Wayne Adkinson, Jan Adkinson and Henry Devarona, subject to a
collateral pledge agreement in favor of certain banks securing a loan in the
amount of $2,700,000. Whitemark was also relieved of certain debt obligations
related to the real property being transferred to Michael Adkinson, or his
designees. Whitemark Homes also received the Orlando, Florida home of Michael
Adkinson, subject to certain liens.


In addition, Whitemark delivered to Michael Adkinson, or his designees, all real
property acquired by Whitemark or its subsidiaries as a result of the business
relationship between Whitemark Homes and Michael Adkinson commencing in October
2001. Also in connection with the Global Settlement Agreement, certain operating
accounts payable and short term and long term debt in excess of $45 million were
transferred to Michael Adkinson or related entities and were eliminated from the
consolidated balance sheet of Whitemark.


Global Settlement Agreement


In addition to the dismissal with prejudice of the above lawsuits and the
transfers of real property and shares of subsidiary entities described in Part
I, Item 3, Legal Proceedings, the Global Settlement Agreement also terminates,
cancels and releases all relevant parties from their respective obligations in
any of the following agreements executed as part of the business relationship
executed in or about August 2001: (1) the Exchange Agreement; (2) Closing
Agreement; (3) the Guaranty Agreement; (4) Employment Agreement, (5) Security
and Funding Agreement; (6) all profit participation agreements; (7) any joint
venture agreements; and (8) any other document or agreement executed in
connection with any of the foregoing with the exception of the Voting Agreement,
which Voting Agreement shall remain in effect subject to terms of the Global
Settlement Agreement.


As part of the Global Settlement Agreement, Michael Adkinson, Wayne Adkinson and
Chad Adkinson resigned from all positions with Whitemark and any entity retained
by Whitemark. The parties also executed mutual General Releases, or otherwise
agreed that all liability between the parties would be resolved by the Global
Settlement Agreement.

Governmental Action


During 2003, the Securities and Exchanged Commission ("SEC") opened an
investigation of the Company related to the method in which the acquisition of
the NFC Group was recorded. This investigation is continuing and Whitemark is
cooperating fully. It is management opinion that no laws or regulations have
been violated and that this matter will be resolved.


Matthews Action

On March 11, 2003, Muirfield Development Corporation, North Florida Consulting,
Inc., Troon Development Corporation and Whitemark Homes filed a complaint in the
Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida
against Dana C. Matthews and Matthews & Hawkins, P.A. for breach of fiduciary
duty, slander of title and tortious interference with an advantageous business
relationship (the "Matthews Action"). The underlying facts of the Matthews
Action were that the defendants, who acted as legal counsel for these
plaintiffs, allegedly breached their fiduciary duty by, including but not
limited to, acting for the benefit of parties adverse to these plaintiffs by
preparing allegedly improper and unauthorized mortgages upon certain properties
owned by these plaintiffs. On or about April 21, 2003, pursuant to the Global
Settlement Agreement, a Stipulation for Voluntary Dismissal was served
requesting that the Court dismiss the Matthews Action with prejudice with all
parties to bear their own fees and costs. The Court has not taken any action on
the Stipulation.

                                       7
<PAGE>

Other Legal Matters

During the first quarter of 2004, the Company became a party to two other legal
actions which relate to or arise from events relating to the Global Settlement
Agreement. Adkinson has asserted that the Company is in default of the Agreement
by not causing certain loan obligations relating to the Long Point Cove property
to be satisfied at a discount. That property is no longer owned by the Company
pursuant to the Global Settlement Agreement, and the Company maintains that it
has fulfilled its obligations related thereto under the Agreement, and has filed
a counterclaim against Adkinson based on this issue. The Company believes this
action to be without merit.


The Company has also been named as a defendant in an action by Matthew Paul
Malouf based on certain indemnification provisions related to his guaranty of a
loan on the Muirfield Property and based on an asserted participation interest
in that property or other properties which have since been relinquished by the
Company under the Global Settlement Agreement. The obligations which were
alleged to require indemnity have been satisfied and this portion of the action
is subject to dismissal. The Company believes that any other of Malouf's claims
are matters which were assumed by Adkinson as part of the Global Settlement
Agreement, and will vigorously defend any such claims.


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


      None filed during 2003.

                                       8
<PAGE>

                                     PART II


ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


Common Stock


The only class of common equity security authorized by the Company's Articles of
Incorporation, as amended, is the Company's common stock, $.001 par value. The
Company's common stock traded is on the OTC Bulletin Board under the symbol
"WTMK". The range of high and low sales prices for each quarter during the last
two fiscal years, as quoted on the OTC Bulletin Board for the periods discussed
above, is set out in the table that follows. These quotations reflect
inter-dealer prices, without retail mark-up, mark-down, or commission and may
not necessarily represent actual transactions.

                Year Ended December 31, 2003      Year Ended December 31, 2002
                   High              Low              High             Low
                  -------          -------           --------        -------
  1st Quarter     $   .80          $   .20           $   2.54        $  1.10
  2nd Quarter         .51              .20               4.05           2.00
  3rd Quarter         .65              .12               2.55           1.47
  4th Quarter         .40              .09               1.55            .27


On March 19, 2004, the price of the stock closed at $.12 per share as reported
on the OTC Bulletin Board.

As of March 19, 2004, there were approximately 8800 holders of record of the
Company's Common Stock, plus an undetermined number of stockholders who hold
their stock in street name.

Dividends

The Company has not paid cash dividends on its common stock and does not
anticipate the payment of cash dividends in the foreseeable future. Payment of
cash dividends is within the discretion of the Company's Board of Directors and
will depend, among other factors, on earnings, capital requirements and the
operating and financial condition of the Company. The payment of stock dividends
is also within the discretion of the Board of Directors.

Issuance of Unregistered Shares

During the year ended December 31, 2003, the Company issued securities in the
transactions described below without registering the securities under the
Securities Act of 1933. No underwriter, sales or placement agent was involved in
any of the transactions. The applicable transactions are as follows:


      o     In August 2002, Whitemark entered into an Equity Line of Credit
            Agreement and Placement Agent Agreement ("Agreement") with Cornell
            Capital Partners, L.P. (Cornell). On January 15, 2003 the Company
            issued 111,364 restricted common shares to Cornell, and issued 4,545
            restricted common shares to Westrock Advisors Inc as compensation
            under the agreements. On August 12, 2003 the Company issued another
            111,364 restricted common shares to Cornell as compensation under
            the Agreements. The shares were valued at $2.20 per share.

      o     In August 2002, Whitemark also entered into convertible debentures.
            These debentures are convertible into shares of common stock at a
            price equal to either (a) an amount to equal one hundred twenty
            percent (120%) of the closing bid price of the common stock as of
            the closing date or (b) an amount equal to eighty percent (80%) of
            the average closing bid price of the common stock for the four
            trading days immediately preceding the conversion date. On November
            12, 2003 the Company issued 131,579 restricted common shares to
            Hamid Fashandi upon conversion of his convertible debenture at $.17
            per share ($22,000), and issued 208,333 restricted common shares to
            John Ruddy upon conversion of his convertible debenture at $.096 per
            share ($20,000).


                                       9
<PAGE>

      o     On March 27, 2003, the Company issued 48,750 restricted common
            shares to Roger A. Repstein as compensation for services. The shares
            were valued at $.40 per share.

      o     On April 22, 2003, the Company issued 500,000 shares to PC Homes
            Investors, Inc. as a part of a $500,000 loan agreement.

The facts relied on to make the exemption from registration provided by Section
4(2) of the Securities Act of 1933 available for the sale of securities
discussed above were: (1) the limited number of purchasers; (2) the
sophistication or accreditation of the purchasers; (3) their relationship with
the Company and/or access to material information about the Company; (4) the
information furnished to them by the Company; (5) the absence of any general
solicitation or advertising; and (6) restrictions on transfer of the securities
issued to them as indicated by a legend on the certificates representing such
securities.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS


General Overview

The Company develops real estate and builds homes. These efforts have
historically been concentrated in under-served markets for entry-level,
first-time move-up, and vacation homebuyers. However, efforts are now
additionally focused on the mid-level homebuyer with housing products from
$180,000 to $350,000. On a national level, housing construction continues to
remain in a growth trend, which is a good sign in light of other indications of
uncertainty in the economy. Indicators for construction have shown continued
growth even as consumer spending and the industrial sector have slowed. In fact,
according to the Orlando Sentinel Newspaper, Florida was one of the leading
states throughout the nation in new home building permits for 2002. The
Kiplinger Letter has stated that its forecasts predict that housing will
continue to generate economic warmth and will provide support for the rest of
the U.S. economy. Recent reductions in interest rates by the Federal Reserve
have lowered the cost of construction financing and have also resulted in lower
mortgage rates to homebuyers, although to a lesser extent. Projects in the
Company's inventory should produce growth in revenues and profits over the next
five years.

As mentioned above, we believe that interest rates and consumer confidence are
driving the housing industry. Statistics indicate that both unemployment and
interest rates in the Company's largest target market (the Orlando, Florida
area) continue to be relatively low. In fact, according to the Orlando Business
Journal, Florida continues to outpace the nation in new job creations. The
Orlando Sentinel announced that for twelve straight months ending February 2003,
the state of Florida has created positive job growth, making Florida standout in
the nation. In addition, Florida's unemployment rate is amongst the lowest in
the nation.

According to the Orlando Sentinel Newspaper, Orlando continues to rank in the
top five destination cities for foreign travelers in the U.S. As a result,
resort home development has become a significant part of home construction in
Florida. Additionally, The Crittenden Report, one of the nation's leading weekly
newsletters on real estate finance reported that resort areas are expected to
see continued significant population gains. These areas grew at an average rate
of 14% during the 1990's. Various analysts with Amsouth Bank and Deutsche Bank
have reviewed the trends of `baby boomers' during the 1990's and have concluded
that a high percentage will be looking either to move up or to acquire vacation
homes. Because this growth trend is fueled by retirees and `baby boomers,' the
extended implication would include growth in recreational, medical, and other
supporting services.

                                       10
<PAGE>

The Company had 5 communities in various stages of acquisition and development
at December 31, 2003, two of which were sold in 2004.

Liquidity and Capital Resources

The Company's financing needs are provided through cash flows from operations,
bank borrowings, and private and public debt and equity markets. In addition,
see Part II, Item 5, Market for Registrant's Common Equity and Related
Stockholder Matters noting the Equity Line of Credit Agreement with Cornell
Capital Partners, L.P. and the convertible debenture as additional capital
resources. Cash flow from operations was negative during 2002 largely due to the
costs of developing the infrastructure and predevelopment costs associated with
numerous properties. However, this was anticipated and cash flow from
homebuilding activity increased as the home inventory was sold in 2003 and is
expected to continue during 2004. However, the costs of litigation in relation
to the effective rescission of the NFC acquisition were not anticipated and
continued into the second quarter of 2003. All of the $27,327,691 of current
presale backlog is projected to generate revenues in fiscal years 2004 and 2005.

Currently, the Company is still in the process of attempting to obtain financing
on several projects. If financing for these projects is not obtained within the
required time frame, it may be necessary to liquidate assets in order to protect
other Company assets which are income producing. (see Part 1, Item 1 for
discussion of assets liquidated in 2004.)


On December 31, 2003, the Company had outstanding borrowings of approximately
$19,000,000. This is a decrease from December 31, 2002 of approximately
$38,926,000 as a result of the effective recession of the NFC acquisition netted
with additional borrowings for land acquisition and development less payments
made on outstanding loans. In addition, many of the notes payable are not
subject to debt service until the note becomes due or have an interest reserve
established with the lender. The Company's objective is to either pre-sell the
properties to the point where construction can begin or to sell the property for
a profit prior to the note's coming due.

The Company currently finances its projects with project specific acquisition,
development and construction loans. These loans are secured by each project and
are drawn down and repaid based on the progress of the project. There is no
expectation that this financing arrangement will not be available in the
foreseeable future; however the size and nature of a project may make securing
certain project financing very difficult or unobtainable. The Company requires
funds generated from operations and expected borrowing availability from the
private and public market to fund the Company's working capital requirements.
Therefore, the Company will need to raise additional capital to fund anticipated
operating expenses and future expansion. Should the Company become unable to
secure financing, the Company may be adversely affected.


Results of Operations for the year ending December 31, 2003


Revenues: Whitemark's revenues from home sales for the year ended December 31,
2003 increased to $14,849,569 from $11,218,566 when compared with the same
period of 2002. This is an increase of $3,631,003 or 32%. The number of homes
delivered for the year ended December 31, 2003 was 78 units with an average
selling price per home of $190,375. Management also believes that changes in the
average selling price of homes delivered from period to period are attributable
to discrete factors at each of its subdivisions, including product mix and
premium lot availability, and cannot be predicted for future periods with any
degree of certainty.

                                       11
<PAGE>

Gross Profit: Gross profit for the year ended December 31, 2003 was $1,639,373
or 11%, as compared to $1,758,130 or 16% for the year ended December 31, 2002.
The costs of homes sold during 2003 increased $3,749,760 to $13,210,196 when
compared with the same period in 2002. This is primarily due to the related
increase in home deliveries. Although the cost of homes is directly attributable
to the product mix, Whitemark operates with several internal control processes,
which help to ensure that projected gross profit margins are maintained and
quality control standards are met.

Expenses: Selling, general and administrative expenses increased to $4,250,877
for the year ending December 31, 2003, which is an increase of $1,345,102 or 46%
from $2,905,775 for the year ended December 31, 2002. The increase in operating
expenses for the current period was principally a result of the selling, general
and administrative costs associated with significant costs in 2002 and 2003
relating to consulting, legal and accounting services. These one time costs were
primarily associated with continued costs related to the acquisition of NFC, the
merger of NFC operations, rescission of the NFC acquisition and the terms of the
Global Settlement Agreement (see Part I, Item 3, Legal Proceedings for further
detail) and SEC investigation. Loss From Operations: The loss from operations
for the year ended December 31, 2003 was $2,731,959 compared to the loss from
operations of $1,324,836 for the year ended December 31, 2002. The increase in
loss from operations of $1,407,123 was a result of the factors discussed above.

Other Expenses: Interest expense of $185,528 was incurred for the year ended
December 31, 2003 versus $177,192 in the year ended December 31, 2002, a
increase of $8,336. This increase is primarily attributable to our current
product mix and financing arrangements. Whitemark obtains construction loans and
other borrowings in order to purchase land and build homes. Whitemark incurs
interest charges on these borrowings, with rates varying from 4.75% to 30% per
year. Interest is capitalized as land development costs until projects reach
substantial completion. Upon completion of the development phase, interest is
expensed.

Discontinued Operations: Loss from operations of NFC group for the year ended
December 31, 2003 was $430,285 as compared to the loss of 22,976,259 for the
year ending December 31, 2002. These charges represent the loss on exchange and
write down of land and home inventory based on the assets and liabilities which
were transferred out of the Company as of April 18, 2003 from the effective
rescission of the NFC acquisition and the terms of the Global Settlement
agreement (see Part I, Item 3, Legal Proceeding for further details).


Net Loss: Net loss for the year ended December 31, 2003 was ($3,162,244) as
compared to a net loss of ($24,301,095) for 2002. The decrease in net loss of
$21,138,851 was a result of the factors discussed above.

With the uncertainty surrounding the overall economy, management is aware that
expectations and projections could easily be affected by unforeseen events and
changes in the public's reaction to past events. This is being discussed to
encourage appropriate caution that the homebuilding industry, as well as any
other industry, may be negatively impacted by a variety of economic factors
possibly including the erosion of consumer confidence and employment levels
stemming from current international conflicts.


SAFE HARBOR PROVISION - DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS


Investors are cautioned that certain statements contained in this document, as
well as some statements by the Company in periodic press releases and some oral
statements by Company officials to securities analysts and stockholders during
presentations about the Company are "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "Act").
Statements which are predictive in nature, which depend upon or refer to future
events or conditions, or which include words such as "expects", "anticipates",
"intends", "plans", "believes", "estimates", "hopes", and similar expressions
constitute forward-looking statements. In addition, any statements concerning
future financial performance (including future revenues, earnings or growth
rates), ongoing business strategies or prospects, and possible future Company
actions, which may be provided by management, are also forward-looking
statements.

                                       12
<PAGE>

Where this Form 10-KSB includes "forward-looking" statements, the Company
desires to take advantage of the "safe harbor" provisions of the Act. Therefore,
the Company is including this statement for the express purpose of availing
itself of the protections of such safe harbor provisions with respect to all of
such forward-looking statements. Forward-looking statements reflect the
Company's current views with respect to future events and financial performance
and are not guarantees of future performance. The Company has no specific
intention to update these statements. These forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ from those anticipated. These risks and uncertainties include economic
conditions such as home mortgage interest rates; shortages of materials and
labor, weather conditions, competition with other builders, regulatory
requirements, and other such matters as may be discussed in this report. The
Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that may arise after the date
hereof. All subsequent written and oral forward-looking statements attributable
to the Company or persons acting on its behalf are expressly qualified in their
entirety by this section.


APPLICATION OF CTITICAL ACCOUNTING POLICIES


In the Company's consolidated financial statements, sales are recorded when
title passes to the buyer - upon closing of the real estate transaction. When
the sale is recorded, the cost of sales related to the transaction is also
recorded which consists of certain costs tracked and specifically identified
with the individual sale as well as certain costs which are not specifically
identified, but are umbrella project costs allocated to the individual lots in a
specific project or are Company costs allocated to the lots in all projects the
Company has under construction.

In allocating costs to the lots in specific projects, the Company relies upon
certain estimates. These estimates include the total estimated future costs of
interest on land and construction loans, the total estimated future cost of
allocated salaries and other Company overhead expenses, and the estimated total
costs of land development for a project which is built and developed in phases.
Interest, overhead and land development costs must be allocated based upon these
estimates, and, as such, these estimates have a significant impact upon the
Company's total cost of sales and gross profit percentages from period to
period.

In estimating the total future cost of interest and overhead, the Company relies
upon its internal budgets, as revised from period to period, to estimate the
amount of time that is necessary to complete the project. This estimate of time
is used to extrapolate the amount of these expenses for each project as a whole.
The amount of time to complete a project can be affected by weather delays,
unexpected delays in obtaining certain construction materials, or the
availability of qualified labor.


In estimating the total future cost of land development, the Company also uses
its internal budgets to determine the total cost of land improvements such as
roads, drainage and sewage facilities among other costs. The estimate of these
costs can change due to the availability and cost of the use of heavy machinery,
the unexpected additional costs of development in an environmentally-sensitive
area, as well as additional costs to develop areas that geologically pose
greater resources than anticipated.


                                       13
<PAGE>


At any time in which the estimates are changed during the period, these changes
are adjusted prospectively as the Company believes that retroactive restatement
would distort historical results as those results were based upon the best
available information at that given time.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


See the Consolidated Financial Statements beginning on page F-1 immediately
following the signature page of this Form 10-KSB.


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


There are no disagreements between the Company and its auditor Beemer, Pricher,
Kuehnhackl & Heidbrink, P.A. on accounting and financial disclosure.


ITEM 8A. CONTROLS AND PROCEDURES

      (a) Evaluation of Disclosure Controls and Procedures:

      As of the end of the period covered by this report on Form 10-KSB,
Whitemark carried out an evaluation, under the supervision and with the
participation of our Chief Executive Officer, of the effectiveness of the design
and operation of our disclosure controls and procedures (as defined in Rule
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")). Based on this evaluation, our Chief Executive Officer
concluded that our disclosure controls and procedures are effective in timely
alerting him to material information required to be included in our periodic
reports that are filed with the Securities and Exchange Commission. It should be
noted that the design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions, regardless of how remote. In addition, we reviewed our
internal controls, and there have been no significant changes in our internal
controls or in other factors that could significantly affect those controls
subsequent to the date of their last evaluation.

      (b) Changes in Internal Controls:


There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls during the period covered
by this report or from the end of the reporting period to the date of this Form
10-KSB.

                                       14
<PAGE>

                                    PART III


ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


Directors

The Board of Directors of the Company (the `Board') presently consists of three
members. Each director is elected at the annual meeting of shareholders to hold
office until the next annual meeting of shareholders and until his/her successor
has been elected and qualified. Currently serving as directors as of March 30,
2004 are: Larry White, Scott D. Clark, and Hugh W. Harling, Jr. The following
table sets forth information concerning the persons currently serving as
directors of the Company.


                                                         Date First
                                   Position With          Elected
      Name              Age         the Company          as Director
---------------------   ---   ------------------------   ----------
Larry White             55     President and Chief
                               Executive Officer            2000

Scott D. Clark          48     Director                     2000

Hugh W. Harling, Jr.    59     Director                     2000

Executive Officers


Unless otherwise specified by the Board, all executive officers are elected for
a term of one year, commencing with the date of the first meeting of the Board
following the annual meeting of stockholders, and serve until their successors
are elected or appointed and qualified, or until their respective death,
resignation, removal or disqualification. The following table sets forth certain
information with respect to the persons currently serving as executive officers
of the Company.


                                     Date First
                                     Position With          Elected
         Name           Age          the Company          as Officer
---------------------   ---     ------------------------  ----------
  Larry White            55      Chairman of the Board       2000
                                  and CEO
  Scott D. Clark         48      Secretary/Treasurer         2000
  William Rigsby         44      Vice President              2000


There are no family relationships between the Company's officers and directors.
The following is a brief description of the background of the directors and
executive officers of Whitemark.

Larry White (President and Chairman of the Board): Larry White graduated from
Lamar University with a BBA in accounting in May 1972. Mr. White began his
career as a Certified Public Accountant with Arthur Anderson & Company in
Houston, Texas. His responsibilities as a senior auditor gave him excellent
experience in the importance of `cash flow management' and overall `bottom line
results. His accounting and auditing experience exposed him to a variety of
companies, from small private corporations to large publicly traded Fortune 500
companies. Since 1976, Mr. White has been in the real estate business. His real
estate career began with Harris Development Corporation in Houston, Texas. As
executive vice president, he was responsible for product development,
construction and marketing of apartments, condominiums, town homes, single
family homes and subdivision development. This division generated over $20
million in annual revenues. Some of the developments were syndicated via limited
partnerships of which Mr. White was responsible for the negotiations and
financing related thereto. Prior to forming Whitemark, Mr. White was vice
president of Woodlands Commercial Development Corp. and general manager of
Hometown Builders in Houston, Texas. He was responsible for creating and
operating a construction/development company as a subsidiary of The Woodlands
Corporation (a nationally recognized 25,000 acre master planned `new town'
community). This company developed apartments, town homes, condominiums, patio
and single family detached housing. Annual revenues were between $15-$25 million
with Mr. White's responsibilities including feasibility, market studies and land
planning. From 1985 to the present Mr. White has been the president of
Whitemark. Mr. White's overall responsibilities include land acquisition and
development, financing, home construction, marketing and sales. He is a member
of the American Institute of Certified Public Accountants and the Texas Society
of Certified Public Accountants.

                                       15
<PAGE>

Scott D. Clark (Director, Secretary and Treasurer): Scott D. Clark was admitted
to the Florida Bar in 1980 and has been with the law firm of Scott D. Clark,
P.A. in Winter Park, Florida for the last 5 years. He specializes in Real
Property Law, Land Use Planning and Development Law, Banking Law, Special Tax
District Bond Financing, and Condominium Law. He is a member of the Orange
County Bar Association and Member Sections on Real Property, Probate and Trust
Law, Corporation, Banking and Business Law, Tax, Condominium and Planned
Development Committees of the Florida Bar. He graduated from the University of
Florida with a degree in Journalism and a law degree, both with high honors. He
is a member of Phi Kappa Phi and the Order of the Coif. Mr. Clark was on the
University of Florida Law Review, 1978-1979 and authored, "1979 Statutory Reform
Partially Solves Usury Regulation Defects". He has been appointed to the
Seminole County Citizens' Concurrency Advisory Committee, and the Seminole
County Road Impact Fee Advisory Committee. Additionally, Mr. Clark sits on the
Seminole County Development Advisory Board, the Executive Committee of the Home
Builders Association of Mid- Florida Board of Directors, and Florida Christian
College Advisory Board. He was elected to his positions at Whitemark in 2000.

Hugh W. Harling Jr. (Director): Hugh W. Harling, Jr., P.E., is the founder and
owner of an engineering firm in Central Florida integrating Civil Engineering,
Land Planning and Surveying since June 1980. Prior to forming his own firm, he
served as Regional Manager of a large local consulting engineering and planning
firm, where he managed the firm's expanding operations in surveying, land
planning, civil and environmental engineering design. He graduated from the
University of Florida with a Civil Engineering degree and obtained a Master of
Business administration from Florida State University. Mr. Harling's expertise
is land development, comprehensive planning, and utilities and drainage sanitary
engineering. Mr. Harling is a board member of the Mid-Florida Home Builders
association, former mayor of Altamonte Springs, Florida, member of the
Underground Utilities Examining Board, past president of the Florida Planning
and Zoning Association, and a member of the National and American Society of
Civil Engineers. He was elected as a Director in 2000. Mr. Harling is the only
member of our audit committee.

William Rigsby (Vice President): William Rigsby graduated from Lamar University
in Beaumont, Texas, in 1982. He earned a BS degree in industrial engineering
with postgraduate work including engineering administration, applications of
basic management theory in the engineering environment, computer aided design,
and manufacturing analysis. His academic achievements placed Mr. Rigsby on the
Dean's List as well as the Alpha Pi Mu National Engineering Honor Society. He
began his career in 1978 as the production and design manager for Beaumont
Homeowners Construction Co. in Beaumont, Texas. He was responsible for job
scheduling, warehousing, bid preparation and materials procurement. Mr. Rigsby
served as purchasing manager for the Woodlands Development Corporation, DBA
Hometown Builders (a division of Mitchell Energy & Development) and as a senior
construction supervisor for Friendswood Development Corp., DBA Village Builders
(a division of Exxon Co. USA). His tenure with the two companies gives Mr.
Rigsby extensive experience in implementing efficient purchasing procedures,
personnel management and computerized contracting systems. Mr. Rigsby has an
excellent history of delivering housing units on schedule and at or below
budget/proforma targets resulting in him being a recipient of the "Golden Nail"
award. Mr. Rigsby has worked for Whitemark for the past fourteen years. As vice
president and operations manager of Whitemark, Mr. Rigsby's responsibilities
include construction management, purchasing, and estimating for all land
development and residential construction. His education and experience in
engineering brings a high degree of discipline in the areas of critical path
scheduling, materials usage and individual time studies for on site and office
tasks. He develops and maintains purchasing and estimating systems. Mr. Rigsby
is a state certified general contractor, a member of the Mid Florida Home
Builders Association and American Institute of Industrial Engineers. He was
first elected as Vice-President in 2000.

                                       16
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

Under U.S. securities laws, directors, executive officers and persons holding
more than 10% of the Company's common stock must report their initial ownership
of the common stock and any changes in that ownership in reports which must be
filed with the SEC and the Company. The SEC has designated specific deadlines
for these reports and the Company must identify those persons who did not file
these reports when due. Based solely on a review of reports filed with the
Company, two persons did not file all reports on time regarding transactions in
the Company's securities required to be filed for 2002 by Section 16(a) under
the Securities Exchange Act of 1934. Hugh W. Harling, Jr. and William Rigsby
each filed one late report representing one transaction per person. Though the
required reports were not filed timely, they were filed; accordingly, there is
no failure to file the required reports.


Code of Ethics


On April 8, 2004, the Board of Directors of the Company adopted a written Code
of Ethics designed to deter wrongdoing and promote honest and ethical conduct,
full, fair and accurate disclosure, compliance with laws, prompt internal
reporting and accountability to adherence to the Code of Ethics. This Code of
Ethics has been filed with the Securities and Exchange Commission as an Exhibit
to this Form 10-KSB.


ITEM 10. EXECUTIVE COMPENSATION


The following table sets forth certain information as to the Company's chief
executive officers and vice presidents for the past two fiscal years. There is
no other compensation to other officers or employees that would require
disclosure under this item.


  Name and                           Salary Cash     Bonus Cash      Other
Principal Position            Year   Compensation   Compensation Compensation**
------------------------      ----   -------------  ------------ ------------
  Larry White, CEO            2002      195,000                     2,520
                              2003      168,000

  Mitchell Gordon, CFO        2002       68,889
  (started 4/02,              2003       90,000
   resigned 10/03)

  William Rigsby, VP          2002      125,000                     1,875
                              2003      125,000

  Larry Wayne Adkinson        2002       78,000         3,249       8,060
  (started 11/01)             2003       23,000


                                       17
<PAGE>

* The amounts presented reflect salary received for the entire year.

** Other compensation includes a vehicle allowance and contributions to a
"SIMPLE" retirement plan.

No options were granted during the year ended December 31, 2003.

Director Compensation

During 2002 the fee for the directors was set at $1,500 and 150 restricted
shares per face to face meeting. Several directors chose to take cash in lieu of
stock and therefore, $1,950 was paid to four directors while one director
received $1,500 and 150 shares. The shares have not been issued to date.

No fees were paid to directors in 2003.

Securities Authorized for Issuance Under Equity Compensation Plan

      The following table sets forth the securities that have been authorized
under equity compensation plans as of December 31, 2003.


<TABLE>
<CAPTION>
                                                                                                               Number
                                                                                                           Of Securities
                                                                                                        Remaining Available
                                                                      Number                            For Future Issuance
                                                                  Of Securities      Weighted-Average       Under Equity
                                                                   To Be Issued       Exercise Price     Compensation Plans
                                                                  Upon Exercise       Of Outstanding         (Excluding
                                                                  Of Outstanding         Options,            Securities
                                                                Options, Warrants      Warrants And          Reflected
                                                                    And Rights            Rights           In Column (a))
                                                                -----------------    ----------------    ------------------
                                                                       (a)                 (b)                  (c)
<S>                                                                   <C>                 <C>                   <C>
Equity compensation plans approved by security holders                  --                  --                   --
Equity compensation plans not approved by security holders            1,100               $1.10                  --
TOTAL                                                                 1,000               $1.10                  --
</TABLE>



     Aggregate Option Exercises in Last Fiscal Year and FY-End Option Values


<TABLE>
<CAPTION>
                                  Shares            Value              Number of         Number of
                                Acquired on       Realized            Securities       Unexercised In
                                 Exercised          ($)(1)            Underlying         the Money
                                    (#)                               Unexercised        Options at
                                                                      Options at         FY-End ($)
 Name                                                                  FY-End(#)
--------------------------   ---------------   ---------------   -----------------  ------------------
<S>                                     <C>               <C>           <C>                       <C>
Larry White                              -0-               -0-           1,000,000                 -0-
William Rigsby                           -0-               -0-             500,000                 -0-
</TABLE>


18
<PAGE>

Compensation Committee Report on Executive Compensation


The Board of Directors delegates responsibility for executive compensation to
the Compensation Committee that is presently comprised of three of the directors
on the Board, Scott D. Clark, Hugh W. Harling, Jr. and Larry White. The
Committee approves all of the policies under which compensation is paid or
awarded to the chief executive officer, reviews, and, as required, approves such
policies for executive officers, key management, and directors, and oversees the
administration of executive compensation programs. The Compensation Committee
meets at least annually to consider and make its determinations for the ensuing
year. The Committee determines compensation for the chief executive office based
on its assessment of the individual performance of the officer, a review of the
Company's operating performance, including but not limited to, earnings per
share, cash flow generation, revenues, operating income, and strategic
acquisitions, an analysis of total returns to shareholders relative to total
returns generated by comparable public companies and a review of compensation of
the chief executive officers of companies with businesses of comparable size.


Based on the committee's review, an employment agreement dated January 2002 was
executed between Larry White and the Company. The three-year contract calls for
a salary of $250,000 per year, plus an annual bonus equal to 10% of the
Company's net income. The bonus is subject to a cap of 200 percent of the base
salary amount. The agreement also entitles Larry White to an option to purchase
1,000,000 shares of restricted common stock at the value of the stock on January
2, 2002 ($1.10 per share). These options also expire January 2, 2012. As of
December 31, 2003, $116,000 was due to Mr. White under the employment agreement.


Based on the committee's review, an employment agreement dated April 8, 2002 was
executed between Mitchell Gordon and the Company. The three-year contract called
for a salary of $100,000 per year, plus an annual bonus equal to 1% of the
Company's net income. The bonus is subject to a cap of 200 percent of the base
salary amount. On the first anniversary date of this agreement additional
deferred compensation of $42,000 was also to be paid. The agreement also
entitled Mr. Gordon options to purchase 450,000 shares of restricted common
stock, 100,000 shares at $1.84 per share, and 350,000 at prices to be determined
as Whitemark reaches certain market capitalization amounts. These options
expired upon Mr. Gordon's termination of employment on October 1, 2003. As of
December 31, 2003, $54,500 was payable to Mr. Gordon under his employment
contract.


The Company currently has the following outstanding warrants. Edward E. Browning
and William D. Rigsby are holding warrants that may be exercised to purchase
100,000 restricted shares each at $1.10 per share anytime prior to January 2,
2006.

In April 2002, the Company filed an S-8 registration statement registering
500,000 common shares for a Stock Compensation Plan recommended by the committee
and adopted by the Board. The Plan allows for directors to issue common stock as
compensation for services provided by employees, officers, directors, agents,
consultants, and advisors. The Plan allows these service providers to acquire
proprietary interests in the Company in exchange for their services. These
interests provide incentives for high levels of service. During 2002 and 2003,
140,000 and 240,000 shares were issued under the Stock Compensation Plan in
payment for services rendered, respectively.

                                       19
<PAGE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth certain information regarding ownership of the
Company's common stock as of March 19, 2004 with respect to (1) each person
known by the Company to own beneficially more than 5% of the Company's common
stock, (2) each of the Company's directors, and (3) all directors and officers
of the Company as a group. The title of class is common stock, $.001 par value.



                                   # of Shares
    Name and Address               Beneficially          Percent of
     of Stockholder                   Owned                Class
- -------------------------        ------------         -----------
 Larry and Patricia White          6,169,120  *           31.86%*
 1437 Chippewa Lane
 Geneva, FL   32732

 Scott D. Clark                       65,300                .36%
 655 W. Morse Blvd., Ste. 212
 Winter Park, FL   32789

 Hugh W. Harling, Jr.                 12,900                .07%
 746 Florida Blvd.
 Altamonte Springs, FL   32701

 William Rigsby                      395,000  **           2.09%
 2958 Division Street
 Oviedo, FL   32765

All directors and officers as      6,642,300              33.44%
      group (4 persons)


      * Includes shares relating to 1,000,000 options exercisable within 60
      days.

      ** Includes shares relating to 100,000 options exercisable within 60 days.


Pursuant to the global settlement Agreement, 5,000,000 shares (27.23%)
registered to the Adkinson Group are being held in escrow pending return to the
Company for cancellation, See Part I, Item 3. Legal Proceedings. The voting
rights are held by Larry White.


The stockholders identified in this table have sole voting and investment power
with respect to the shares beneficially owned by them.

Changes in Control

No changes in control occurred during 2003.

                                       20
<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Set forth below is a description of significant relationships and related
transactions between the Company and management during the years ended December
31, 2002 and 2003.


The Company has borrowed funds from officers, directors and from a senior
manager for the development of projects. Some of these loans are due as homes
are sold. Others are due upon arrangement of other financing or on sale of the
project. The balances at December 31, 2002 and 2003 totaled $12,570,095 and
$699,937.

The President of the Company leased to the Company its principal office from the
year 2000 until October 2003. The amountS paid in 2003 and 2002 are
approximately $50,000 and $71,000 respectively. Larry White, sold the property
in October 2003 to Davis Reality, an unrelated party.


In 2002 and 2003 the Company was due amounts from related parties for various
costs incurred with regard to properties owned by these related parties in
anticipation of further development of these properties by the Company.

                                       21
<PAGE>


ITEM 13. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K


The following documents are filed as a part of this report or are incorporated
by reference:

      (a) Exhibits - The following Exhibits are furnished as a part of this
report:


3.1   Articles of Incorporation (amended) filed as a part of Form 10-Q/A on
      November 30, 2000(incorporated by reference)

3.2   By-Laws previously filed with the SEC (incorporated by reference)

9.1   Voting trust agreement (Filed with this Form 10-KSB)

10.1  Agreement for Exchange of Corporate Stock previously filed as a part of
      the Form 8-K on November 23, 2001 (incorporated by reference)

10.2  Global Settlement Agreement filed as a part of 8-K on April 29, 2003,
      (incorporated by reference)

14.1  Code of Ethics (filed with this Form 10-KSB)

21.1  Subsidiaries of registrant (filed with this Form 10-KSB)

23.1  Consent of Beemer, Pricher, Kuehnhackl & Heidbrink, P.A. (filed with this
      Form 10-KSB)

31.1  Certification(s) of the President and Chief Financial Officer (filed with
      this Form 10-KSB)

31.2  Certification(s) of the Chief Financial Officer (filed with this Form
      10-KSB)

32.1  Certification(s) regarding Section 906


      (b) Reports on Form 8-K

            None


ITEM 14. AUDITOR FEES

Audit Fees for 2003 and 2002 are $65,550 and $60,953 respectively, to Beemer,
Pricher, Kuehnhackl & Heidbrink, P.A.

Tax Fees for 2003 and 2002 are $20,550 and zero respectively, to Beemer,
Pricher, Kuehnhackl & Heidbrink, P.A.

Other Fees (SEC) for 2003 and 2002 are $8,213 and zero respectively, to Beemer,
Pricher, Kuehnhackl & Heidbrink, P.A.

Our Audit Committee, Hugh Harling approved the amount given by us from Beemer,
Pricher, Kuehnhackl & Heidbrink, P.A. for our 2003 Audit. The Audit Committee
must pre-approve all auditing services and permitted non-audit services
(including the fees and terms thereof) to be performed for Whitemark Homes by
its independent auditors, subject to the de minimus exceptions for non-audit
services described in Section 10A(i)(1)(B) of the Securities Exchange Act of
1934. Each year the independent auditor's retention to audit our financial
statements, including the associated fee, is approved by the committee before
the filing of the previous year's annual report on Form 10-KSB. At the beginning
of the fiscal year, the Board of Directors will evaluate other known potential
engagements of the independent auditor, including the scope of work proposed to
be performed and the proposed fees, and approve or reject each service, taking
into account whether the services are permissible under applicable law and the
possible impact of each non-audit service on the independent auditor's
independence from management. At each such subsequent meeting, the auditor and
management may present subsequent services for approval. Typically, these would
be services such as due diligence for an acquisition, that would not have been
known at the beginning of the year.


                                       22
<PAGE>

Since May 6, 2003, the effective date of the Securities and Exchange Commission
rules stating that an auditor is not independent of an audit client if the
services it provides to the client are not appropriately approved, each new
engagement of Beemer, Pricher, Kuehnhackl & Heidbrink, P.A., has been approved
in advance by the Audit Committee, and none of those engagements made use of the
de minimus exception to the pre-approval contained in Section 10A(i)(1)(B) of
the Securities Exchange Act of 1934.


                                       23
<PAGE>

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                WHITEMARK HOMES, INC.


November 17, 2004               By:  /s/ KENNETH WHITE
                                ----------------------------------
                                Kenneth White, President and
                                Chief Executive Officer



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



       Signature              Title                         Date


 /s/ KENNETH WHITE            President, Chief Executive    November 17, 2004
--------------------------    Officer
Kenneth White


 /s/ SCOTT D. CLARK           Director                      November 17, 2004
--------------------------
Scott D. Clark




                                       24
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



                                                                           Page

    Independent Auditors' Report    .     .     .     .     .     .     .   F-1

    Consolidated Balance Sheet as of December 31, 2003           .     .    F-2

    Consolidated Statements of Operations for the years ended
              December 31, 2003 and 2002  .     .     .     .     .     .   F-3

    Consolidated Statement of Stockholders' Equity for the
              years ended December 31, 2003 and 2002  .     .     .     .   F-4

    Consolidated Statements of Cash Flows for the years ended
              December 31, 2003 and 2002  .     .     .     .     .     .   F-5

    Notes to Consolidated Financial Statements  .     .     .     .     .   F-6



                                       25
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders of
      Whitemark Homes, Inc. and Subsidiaries

      We have audited the accompanying consolidated balance sheet of Whitemark
Homes, Inc. (a Colorado corporation) and subsidiaries as of December 31, 2003
and the related consolidated statements of operations, stockholders' equity and
cash flows for the years ended December 31, 2003 and 2002. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Whitemark
Homes, Inc. and subsidiaries as of December 31, 2003 and the consolidated
results of their operations and cash flows for the years ended December 31, 2003
and 2002, in conformity with accounting principles generally accepted in the
United States of America.


/s/ BEEMER, PRICHER, KUEHNHACKL & HEIDBRINK, P.A.
Beemer, Pricher, Kuehnhackl & Heidbrink, P.A.

Winter Park, Florida
DATE: February 12, 2004

                                       F-1


                                       26
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                             As of December 31, 2003



ASSETS
  Land and home inventory                       $ 22,046,709
  Cash                                               831,028
  Accounts receivable                                170,489
  Prepaid expense                                     54,653
  Other assets                                       805,833
                                                ------------
  TOTAL ASSETS                                  $ 23,908,712
                                                ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
  Notes payable                                   19,238,429
  Notes payable - related party                      699,937
  Accounts payable                                 2,734,637
  Accrued expenses                                 4,810,534
  Deferred tax liability
                                                ------------
            Total Liabilities                   $ 27,483,537
                                                ------------

Commitments and Contingencies

Stockholders' Deficit
  Common stock ($.001 par value, 100,000,000
    shares authorized, 18,346,551
    shares issued and outstanding                     18,347
  Additional paid in capital                      23,865,522
  Retained deficit                               (27,458,694)
                                                 ------------
       Total Stockholders' Deficit                (3,574,825)
                                                 ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT     $ 23,908,712
                                                 ============



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

                                       F-2


                                       27
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 For the Years Ended December 31, 2003 and 2002




                                            2003             2002
                                        ------------    ------------
Sales                                   $ 14,849,569    $ 11,218,566

Cost of sales                             13,210,196       9,460,436
                                        ------------    ------------
  Gross profit                             1,639,373       1,758,130

Selling, general and
   administrative expenses                 4,250,877       2,905,775
                                        ------------    ------------
    Loss from Operations                  (2,611,504)     (1,147,644)

Other Income/(Expense)
  Other Income                                65,073             -
  Interest expense                          (185,528)       (177,192)
  Loss on continuing operations         ------------     -----------
    before income taxes                   (2,731,959)     (1,324,836)

Income taxes                                    --              --
                                        ------------    ------------
  Net Loss from continuing operations     (2,731,959)     (1,324,836)

Discontinued operations (Note 2)
  Loss from operations of NFC group,
  Including loss on disposal of
  $430,285 in 2003 and writedown of
  $34,439,982 in 2002                       (430,285)    (35,239,259)
Income tax benefit                              --        12,263,000
                                        ------------    ------------
   Loss from discontinued operations            --       (22,976,259)
                                        ------------    ------------
  Net loss                                (3,162,244)    (24,301,095)
                                        ============    ============

Loss per share: Basic and diluted       $       (.18)   $      (1.57)
                                        ============    ============


Weighted average shares outstanding -
  Basic and diluted                       17,445,131      15,478,963
                                        ============    ============



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

                                       F-3


                                       28
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 For the Years Ended December 31, 2003 and 2002


<TABLE>
<CAPTION>
                                                                  Additional     Retained
                                        Common Stock               Paid In       Earnings
                                    Shares          Amount         Capital       (Deficit)         Total
                                 ------------    ------------    ------------   ------------    ------------
<S>                                <C>           <C>             <C>            <C>             <C>
Balances at January 1, 2002        13,402,272    $     13,402    $ 17,896,167   $      4,645    $ 17,914,214

Stock issued under DRP program         49,641              50          68,001            -            68,051
Stock issued under S-8
  registration                        140,000             140         299,860            -           300,000
Restricted stock issued for
  debt reduction                    2,181,466           2,181       3,947,255            -         3,949,436
Restricted stock issued for
  services                          1,177,619           1,178       1,203,419            -         1,204,597
Net loss                                                                        $(24,301,095)   $(24,301,095)
                                 ------------    ------------    ------------   ------------    ------------
Balances at December 31, 2002      16,950,998    $     16,951    $ 23,414,702   $(24,296,450)   $   (864,797)

Stock issued under DRP program         39,618              40          12,331            -            12,371
Stock issued under S-8
  registration                        240,000             240          59,760            -            60,000
Restricted stock issued for
debt reduction Loan Fees and
Interest                              727,273             727         318,500            -           319,227
Restricted stock issued for
Conversion of Convertible
debentures                            339,912             340          40,778            -            41,118
Restricted stock issued for
  services                             48,750              49          19,451            -            19,500
Net loss                         $ (3,162,244)   $ (3,162,244)
                                 ------------    ------------    ------------   ------------    ------------
Balances at December 31, 2003      18,346,551    $     18,347    $ 23,865,522   $(27,458,694)   $ (3,574,825)
                                 ============    ============    ============   ============    ============
</TABLE>


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

                                                 F-4


                                       29
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 2003 and 2002


                                                      2003             2002
                                                  ------------    ------------
Cash Flows from Operating Activities:
  Net loss                                        $ (3,162,244)   $(24,301,095)
  Adjustments to reconcile net loss
     to net cash flows used for
     continuing operating:
     (Income) loss from discontinued
     operation                                        (430,285)     22,976,259
     Loss on disposal of discontinued
     Operations                                        430,285             -
     Depreciation and amortization                      36,387         117,594
     Services acquired with stock                       19,500         454,597
     Interest paid with stock loss                     360,345          30,436
     Loss on disposal of Property and Equipment         (6,260)            -
  Changes in operating assets and
   liabilities:
     Land and home inventory                        (2,308,764)     (2,751,424)
     Accounts receivable                               (71,448)     (1,012,814)
     Prepaid expenses                                   53,958         (31,275)
     Other assets                                       76,191         258,710
     Accounts payable                                1,583,460         911,445
     Accrued expenses                                1,599,965         689,526
                                                  ------------    ------------
Net cash used for continuing operating              (1,818,910)     (2,658,041)
Net cash provided by (used for)
  Discontinued operations                              430,285        (614,577)
                                                  ------------    ------------
Net cash used for operating activities              (1,388,625)     (3,272,318)

Cash Flows from Investing Activities:
  Investment in notes receivable                           -           (17,008)
  Purchases of property and equipment                    8,056         (33,803)
                                                  ------------    ------------
Net cash provided by/(used for) investing
  activities                                             8,056         (50,811)

Cash Flows from Financing Activities:
  Proceeds from notes payable                       13,672,876       6,233,460
  Repayment of notes payable                       (11,678,848)     (3,379,009)
  Proceeds from stock issuance                          12,371          68,051
                                                  ------------    ------------
Net cash provided by financing
   activities                                        2,006,399       2,922,502
                                                  ------------    ------------
  Net increase/(decrease) in cash and
   cash equivalents                                    625,830        (400,627)
Cash and cash equivalents at
   beginning of year                                   205,198         605,825
                                                  ------------    ------------
Cash and cash equivalents at end of year               831,028    $    205,198
                                                  ============    ============

Supplemental Disclosures:  See Note 3


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

                                       F-5


                                       30
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2003 and 2002


NOTE 1:  GENERAL INFORMATIN AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Development of Business

Whitemark Homes, Inc. ("the Registrant") was incorporated under the name Golden
Triangle Royalty & Oil, Inc. on July 30, 1975 under the laws of the State of
Colorado. Until April 1, 2000, the Registrant was involved in the oil and gas
production and services industries. In addition, on April 1, 2000, the
Registrant disposed of its oil and gas industry related activities and assets
and acquired Whitemark Homes, Inc. ("Whitemark Florida") along with certain
related entities (the "Whitemark group") in a transaction accounted for as a
reverse acquisition. Whitemark Florida changed its name to Whitemark Homes of
Florida, Inc. and the Registrant changed its name to Whitemark Homes, Inc.


On October 1, 2001, the Registrant acquired North Florida Consulting, Inc. and
certain related entities (the "NFC group") as an expansion of its business.
Information for the period from January 1, 2002 through December 31, 2002
includes the consolidation of all of these entities (collectively "Comany").


With the acquisition of the NFC group, the Company entered into the development
of high-rise residential resort properties. However, although Whitemark and NFC
have completed the aforementioned acquisition, in April 2003, the acquisition
was effectively rescinded and the respective entities are no longer related (see
Part I, Item 3, Legal Proceedings for further detail). As a result, Whitemark
recognized impairment on the NFC assets at December 31, 2002. Whitemark
continues to develop real estate within the state of Florida, as well as
formulate a new business plan for growth and market expansion.

Current Business Summary

The Company is involved in the purchase and development of lots and the
construction and sale of single-family conventional homes, primarily targeting
first time buyers in the Orlando, Florida area. The Company offers homes in a
price range from $100,000 to over $300,000, and is involved in all aspects of
the business, including land acquisition, site planning, preparation and
improvement of land, as well as the design, construction, marketing, and
financing of the homes. In 2003, 91 homes/lots were delivered in 7 communities.
Each community offers several different floor plans for buyers to choose from.

Sales of the Company's homes are generally made pursuant to a standard contract.
The contract includes a financing contingency which permits the customer to
cancel in the event mortgage financing at prevailing interest rates (including
financing arrangements by the Company) is unobtainable within a specified
period. The Company reports an undelivered home sale as part of its backlog upon
execution of the presales and sales contract, as well as receipt of the down
payment. As it relates to single-family homes, revenue is recognized only upon
the closing and delivery of a home to the homebuyer. The Company estimates that
the average period between the execution of a purchase agreement for a home and
final delivery is approximately six months. Also, at times the Company will sell
land (lots) to homebuyers or other developers, at which time the revenue
recognition process is the same as if the Company were selling a single-family
home.

                                       31
<PAGE>

Summary of Significant Accounting Policies

The Company's financial statements consist of activities carried on directly and
through other entities that are majority owned by the Company. This arrangement
is utilized to segregate activities and limit the umbrella liability of the
Company.


The discussion and analysis of Whitemark's financial condition and results of
operations are based upon the financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires the use of
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. These estimates are evaluated on an ongoing basis. In addition,
estimates are based on historical experience and on various other assumptions
that management believes are reasonable under the circumstances the results of
which forms the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions. The
following items represent critical accounting policies that require significant
use of judgment and estimates which are used in the preparation of our financial
statements.

PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the
accounts of Whitemark Homes, Inc. and its subsidiaries. All significant
inter-company balances and transactions have been eliminated. The Company's
consolidated subsidiaries at December 31, 2003 and 2002 include Whitemark Homes
of Florida, Inc. and its subsidiary, Home Funding, Inc., Whitemark at Oak Park,
Inc,; Home Funding, Inc.; Fox Glen Limited Partnership, Whitemark at Corner
Lake, LLC, Whitemark at Glenbrook, LLC, Whitemark at Little Creek, LLC. In
addition, North Florida Consulting, Inc. and its related entities were
consolidated at December 31, 2002 through April 18, 2003 (see Note 2).


CASH AND CASH EQUIVALENTS: The Company considers cash deposited in banks and all
highly liquid investments with an original maturity of three months or less to
be cash equivalents for purposes of preparing its Statement of Cash Flows.

ACCOUNTS RECEIVABLE: The Company considers accounts receivable to be fully
collectible; therefore, no allowance for doubtful accounts has been established.

LAND AND HOME INVENTORY: Land and home inventory is stated at the lower of cost
or market value, with cost determined using the specific identification method.
Costs include land purchases, other direct project development costs, direct
home construction costs, and indirect development and construction costs,
including allocated salaries. Indirect costs are allocated to each residential
property based on relative sales value of the home and lot. Direct costs include
construction period interest. However, land options which were acquired as part
of the acquisition of NFC were valued at their current market values which were
substantially higher than cost (See Note 4, Land and Home Inventory for further
details on valuation methodology).


LONG-TERM ASSETS: The Company applies Statement of Financial Accounting
Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets". Under SFAS 144, long-lived assets and certain intangibles
are reviewed for recoverability whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets is measured by comparing the carrying amount of an
asset to future undiscounted net cash flows expected to be generated by the
asset. If these assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets.


                                       32
<PAGE>

EQUITY METHOD INVESTEES: The equity method of accounting is used when the
Company has a 20% to 50% interest in other entities. Under the equity method,
original investments are recorded at cost and adjusted by the Company's share of
undistributed earnings or losses of these entities.

The Company originally acquired a 40% equity interest in Golden Square
Industries, Inc. ("GSI"). This equity interest was obtained as a direct result
of the business combination between Golden Triangle Industries, Inc. and
Whitemark Homes of Florida, Inc. However, it is the Company's intent to dissolve
that equity interest before the end of fiscal year 2004.


REVENUE RECOGNITION: The Company recognizes revenue from all land development
activities in accordance with Statement of Financial Accounting Standards No.
66. Direct costs are capitalized into land development costs. Interest and
property taxes are capitalized as land development costs until projects reach
substantial completion. Upon completion of the development phase, interest and
property taxes are directly expensed. Income from the sale of residential units
or land parcels is recognized when closings have occurred and the risk of
ownership is transferred to the buyer. Sales commissions are included in
selling, general and administrative expense.


INCOME TAXES: The Company recognizes a liability or asset for the deferred tax
consequences of temporary differences between the tax bases of assets or
liabilities and their reported amounts in the financial statements, if such
differences are significant.

EARNINGS PER SHARE: Accounting rules provide for the calculation of "Basic" and
"Diluted" earnings per share. Basic earnings per common share is computed by
dividing net income/(loss) available to common stockholders by the weighted
average number of common shares outstanding for the period.

Diluted earnings per common share reflect the potential dilution of securities
that could share in the earnings of the entity if converted. This is calculated
by dividing net income/ (loss) available to common shareholders by the weighted
average number of common shares outstanding plus net potentially dilutive
securities.

CONCENTRATIONS OF CREDIT RISK: Exposure to credit risk is affected by conditions
within the industry. Unfavorable economic conditions could significantly reduce
the level of demand for homes in the Company's market area, although none is
anticipated at the present time.

FAIR VALUE OF FINANCIAL INSTRUMENTS: Unless otherwise specified, the Company
believes the book value of its financial instruments approximates their fair
value.


NOTE 2: DISCONTINUED OPERATIONS

On October 1, 2001, the Company acquired North Florida Consulting, Inc. ("NFC")
and its related entities (the "NFC Group") in exchange for 5,000,000 shares of
Whitemark common stock. The value of the Whitemark shares was determined in
accordance with SFAS 141, Business Combinations. Due to the fact that
Whitemark's stock is thinly traded, the quoted market price was not
representative of the fair value of the securities. Accordingly, the fair market
value of the net assets (as a group) of NFC was used to determine the amount to
be recorded. Substantially all of the NFC assets were real estate development
projects and options to acquire real estate. Independent appraisals of
undeveloped land were used as an aid in determining the minimum fair value of
the NFC Group assets and the Whitemark securities issued. A discounted future
cash flow valuation approach, assuming the ultimate development and sale of each
project, would have yielded a substantially higher aggregate value for NFC. This
approach was not used because the probability that every project would
ultimately be developed and sold by Whitemark could not be objectively measured
at the acquisition date.


                                       33
<PAGE>


Whitemark had to reconsider its relationship with the former principal
shareholder of NFC in the third quarter of 2002 when the Company learned that
this individual's background was a concern to potential financing sources and
that his removal might be necessary in order to obtain development financing for
the NFC projects. During the fourth quarter of 2002 Whitemark attempted to
negotiate a separation of the Company and the former NFC shareholder. In
February 2003, the former principal shareholder of NFC initiated litigation
against the Company. Both parties filed claims against each other to control the
NFC projects. Shortly thereafter, in April 2003, the parties reached a
negotiated settlement which rescinded the acquisition of the NFC Group by
Whitemark and a loss on discontinued operations was recognized in the first
quarter of 2003 for the remaining projects that were returned to the former NFC
shareholders and which had not previously been written off.


Effective April 18, 2003, this acquisition was effectively rescinded and all
assets and liabilities exchanged in the original transaction were returned to
the original owners with certain exceptions provided for in the exchange
agreement. As a result all assets and liabilities of the NFC Group reverted to
the original owner and 5,000,000 shares of common stock of the Company were
returned to the company subject to certain liens. The liens relate to a
collateral pledge of the Whitemark shares in favor of three banks for loans
totaling $2,700,000 made to the former owners of the NFC Group. The liens will
be released when the guarantees of the former owners of the NFC Group to the
banks are released. When the liens are released the shares will become treasury
stock and will have a zero cost. Once such shares become treasury stock, the
shares will be included in the Company's authorized but unissued common shares,
and will not be included in the computation of basic earnings per share as of
the date the liens are released. As of December 31, 2003, these liens have not
been removed from the shares, and the shares remain in escrow.

This transaction was effectively a discontinuance of the operation of the NFC
Group by the Company. Consequently, the Company charged off significant amounts
of assets during the years ended December 31, 2003 and 2002. The amounts and
discussion of these charges is as follows:



                                                       2003          2002
                                                    -----------  ------------
   Equity in the NFC Group transferred
     to former owners                               $  430,285    $       -
   Writeoff of options to purchase land                    -        1,873,000
   Writedown of inventory to net realizable value,
     net of tax                                            -       20,333,982
   Net income of the NFC Group                             -          769,277
                                                    ----------    -----------
   Total loss on discontinued operations            $  430,285    $22,976,259
                                                    ==========    ===========


Options to purchase land were written off during the year ended December 31,
2002 primarily due to the expiration of the option and management's intent not
to renew these options.

As a result of the settlement agreement, the following assets and liabilities
were removed from the December 31, 2002 consolidated balance sheet:


         Land and home inventory            $  45,884,631
         Other assets                             982,650
         Notes payable                        (12,397,299)
                                            -------------
                                            $  34,469,982


                                       34
<PAGE>


Inventory for certain projects was written down to net realizable value due to a
decrease in the value of those projects. Net realizable value was determined
based on amounts realized from subsequent disposition of such projects.
Inventory for other projects was written off completely due to management's
intent to abandon their development. For other projects, an option was
previously held for the purchase of the controlling interest in the project;
however, during 2002, the options expired and the related inventory was written
off net of the debt and other liabilities incurred.

Substantially all of the loss on write down of land and home inventory related
to real estate development projects acquired from NFC on October 1, 2001 in the
transaction described herein. Following the requirements of SFAS 141, management
determined that an allocation of the purchase price of NFC to the individual
underlying assets (development projects) would require a period of time (an
"allocation period") wherein information could be obtained to measure the fair
value of the various development projects. Critical information included
development of cash flow forecasts and an assessment of the probability of
successful development of each project to achieve such forecasts. This
"allocation period" continued through the third quarter of 2002 as information
was developed or became available on each project. At the end of the one year
allocation period on September 30, 2002 the aggregate purchase price of the NFC
group was allocated to the individual underlying net assets (development
projects) of NFC on a prorata basis using a discounted cash flow and probability
model. This allocation was used to determine the amount of write off for the
individual development projects which were abandoned. Certain projects including
those in Houston and Galveston, Texas were abandoned and written off in the
third quarter of 2002 when management could no longer obtain extensions on its
options to acquire these properties. The remaining projects were written down in
the fourth quarter of 2002 to net realizable value.

Gross profit earned on sales from January 1, 2003 to the date of the effective
rescission of the acquisition of the NFC Group were written off as of the
effective date of the rescission, April 18, 2003 (see Note 3). The gross profit
from these sales passed to the former owners of the NFC Group. The substance of
this transaction was that the former owners of the NFC Group retained $430,285
in cash which was the total gross profit realized from all sales of NFC projects
during the period from January 1, 2003 to the effective date of the rescission.
Consequently, in 2003, Whitemark transferred cash of $430,285 to the former
owners of the NFC Group and reported such transfer as an additional loss on
disposal of the NFC operations.

Supplementally we advise you that the liens were released and the shares were
released from escrow in the three month period ended September 30, 2004. The
effect of this transaction will be reported in the Company's Form 10-QSB for the
period ended September 30, 2004.

NOTE 3:  SUPPLEMENTAL CASH FLOW DISCLOSURES

                                                 2003         2002
                                              ----------   ----------
  Cash paid for interest                      $1,010,991   $2,646,551

Non-cash Investing and Financing Activity:
  Interest on notes payable capitalized
     into land and home inventory             $2,289,540   $5,428,591
  Restricted stock issued for payment
     of notes payable                         $  319,227   $3,949,436
  Stock issued under S-8 registration         $   60,000   $  300,000
  Restricted stock issued for conversion of   $   41,118          -
  convertible notes payable

NOTE 4:  LAND AND HOME INVENTORY


                                       35
<PAGE>

Land and home inventory consists of the following at December 31, 2003


  Project development and construction costs    $  4,819,499
  Home construction costs                          4,810,610
  Land Cost                                       12,416,600
                                                 -----------
                                                $ 22,046,709
                                                 ===========

NOTE 5:  EQUITY METHOD INVESTMENTS

As disclosed in Note 1, General Information and Summary of Significant
Accounting Policies, a 40% equity interest was retained in GSI. Since this
investment is less than 50% and the Company has no control over the activities
of GSI, it is carried on the equity basis. GSI's primary assets are cash,
marketable securities, receivables, and property and equipment. The Company's
investment in GSI of $688,905 is included in the consolidated balance sheet
under the caption "Other Assets".

During 2000, the Company borrowed $250,000 from GSI. The terms of this borrowing
stipulated that the Company would give up 2% ownership in GSI at each of the
specified renewal dates if the loan amount was not repaid prior to such date. At
December 31, 2000, this borrowing had been renewed twice without repayment and
ownership had been reduced to 36%. At December 31, 2001, the terms of this
borrowing were deemed to be usurious by management and no further reductions
were made. The Company intends to defend its position if GSI asserts otherwise.
The balance due GSI of $250,000 is included in the consolidated balance sheet
under the caption "Notes Payable - Related Party".

During 2002 and 2003, the Company has recognized no earnings or losses from its
equity investment in GSI.

NOTE 6:  NOTES PAYABLE


Notes payable consists of the following at December 31, 2003:


Construction loans with banks and others-
     interest rates of 4.98% to 30% with
     interest due monthly, principal due as
     homes or properties are sold, secured
     by real estate                             $ 13,843,170

Obligations to participation mortgage
     lenders - payments due based on cash flows
     of the Fox Glen, Glenbrook, Little Creek,
     Corner Lake, Lake Irma and Bear Gully
     projects, secured by real estate and
     partnership interests                         5,372,972

Other loans                                           22,287
                                                 -----------
                                                $ 19,238,429
                                                 ===========
Loans from related parties-interest rates
     of 4.75% to 15%, with interest due
     monthly or at payoff, depending on the
     loan terms, principal due on sale of
     lots, arrangement of other financing,       -----------
     or sale of the property                    $    699,937
                                                 ===========


Interest cost totaled $2,662,217 and $5,849,475 in 2003 and 2002, respectively.
These amounts include capitalized interest of $2,289,540 and $5,428,591 in 2003
and 2002, respectively. The weighted average interest rate on outstanding debt
at December 31, 2003 is 10.5%.


                                       36
<PAGE>


The terms of the obligations to participation mortgage lenders generally provide
for a fixed participation return generally equal to the original loan amounts
and are payable with each lot sale in an amount equal to the sale price of the
unit less a 1% administrative fee payable to the lender and the Company's share
of the sale, as defined in the agreements. The agreements provide for, among
other things, a minimum guaranteed internal rate of return of 30%, if greater
than the fixed participation return. In addition to the amounts payable above,
after all of the fixed participation return has been paid and after the Company
has attained its return of investment as defined in the agreements, a profit
return is payable to the lender generally equal to 50% of the per-lot profit as
defined. Since guaranteed returns are expected to exceed the participation
returns, interest is accrued on participation mortgages equal to the guaranteed
return and capitalized as construction period interest.

NOTE 7:  LEASES


The Company leases office equipment under noncancellable operating leases.
Future annual minimum rental commitments under all long-term operating leases
are as follows:


                  2004         89,684
                  2005         91,550
                  2006          9,906

Rent expense for 2003 and 2002 under all operating leases was $248,291 and
$333,791, respectively. The Company began subleasing a portion of its corporate
office building in December 2000. The sublease expired in January 2004, however;
the sublease is leasing on a month-to-month basis at a rate of $32,000.

NOTE 8:  RELATED PARTY TRANSACTIONS

As presented in the balance sheet, the statement of cash flows, and Note 6, the
Company has borrowed funds from officers and from directors for development
projects. Some of these loans mature at various dates or as homes are sold.
Others are due upon arrangement of other financing or upon sale of the project.
The balance due to related parties under these loans was $699,937 as of December
31, 2003.


In addition, the Company is obligated to pay the current president of the
Company and prior chief financial officer of the Company certain accrued
salaries under their respective employment agreements. The amount due to these
individuals as of December 31, 2003 was $170,500 (less offsets of $64,717) and
is included in accrued expenses in the accompanying financial statements.


The President of the Company owned the building from year 2000 until October
2004. The amount paid in 2003 and 2002 are as follows; approximately $50,000 and
$71,000.


Home sales of approximately $744,000 were made to related parties in the year
ended December 31, 2002.


NOTE 9: STOCK TRANSACTIONS


The Company issued 39,618 and 49,641 common shares during 2003 and 2002,
respectively under its Dividend Reinvestment Plan and Stock Purchase Plan for
proceeds of $12,371 and $68,051 respectively.

                                       37
<PAGE>


The Company issued 240,000 and 140,000 common shares during 2003 and 2002,
respectively under an S-8 Registration. These shares were issued for consulting
and architectural services valued at $60,000 and $300,000, respectively. The
number of shares issued in each transaction was determined based on the market
value of the Company's stock at the issue dates.

The Company issued 339,912 restricted shares during 2003 for conversion of
convertible debentures. These debentures were convertible into shares of common
stock at a price equal to either (a) an amount to equal one hundred twenty
percent of the closing bid price of the common stock as of the closing date or
(b) an amount equal to eighty percent of the average closing bid price of the
common stock for the four trading days immediately preceding the conversion
date. Two debentures were converted in the amounts of approximately $22,000 and
$20,000 under which the conversion price was $0.17 and $0.096, respectively.

The Company issued 727,273 restricted shares during 2003 for $315,818 of loan
interest and $3,409 of loan fees. The Company issued 2,181,466 restricted shares
during 2002 for $30,436 of loan interest and $3,919,000 in loan principal. The
stock for these transactions was valued at the amount of consideration received
(the amount of interest, debt reduction or loan fees applied) since the fair
value of the Company's stock is not more readily determinable; therefore, no
gain or loss was recorded on these transactions.

NOTE 10: STOCK COMPENSATION PLAN


In September 1998 and May 2002, the Company filed S-8 registration statements
registering 200,000 and 500,000 common shares for a Stock Compensation Plan
adopted by the Board. The Plan allows the directors to issue common stock as
compensation for services provided by employees, officers, directors, agents,
consultants, and advisors. The Plan allows these service providers to acquire
proprietary interests in the Company in exchange for their services. These
interests provide incentives for high levels of service. The Board approved the
issuance of 240,000 and 140,000 S-8 shares to employees and consultants during
2003 and 2002, respectively. There are currently 121,905 registered S-8 shares
still available for issue through the plan as of December 31, 2003.

In addition, the Board approved the issuance of 1,115,935 and 1,177,619
restricted common shares to employees and consultants during 2003 and 2002,
respectively.


The Company issued 48,750 restricted shares during 2003 for $19,500 in
consulting services. The Company issued $1,177,619 restricted shares in 2002 for
$1,205,597 in consulting and public relations services. The fair value of the
shares issued was determined by the value of the services received.

NOTE 11. EMPLOYEE EQUITY OPTIONS

In conjunction with the Company's execution of employment agreements with the
President and Chief Financial Officer of the Company in 2002, certain stock
options were issued which provided for the option to purchase an aggregate of
1,100,000 shares of restricted stock. In addition, certain warrants were issued
to an officer to the Company in 2003.


A summary of the Company's outstanding stock options and warrants as of December
31, 2003 and 2002, and the changes during the years ended December 31, 2003 and
2002 is presented below:

                                       38
<PAGE>


                                                     Weighted         Options/
                                                      Average         Warrants
         Fixed Options                Units          Exercise        Exercisable
                                                      Price
--------------------------------   ----------        ---------       ----------

Outstanding at January 1, 2002        100,000        $   1.10           100,000
                                                                     ==========
Granted                             1,100,000        $   1.17
Exercised                                --             --
Forfeited                                --             --
                                    ---------        --------
Outstanding at December 31, 2002    1,200,000        $   1.16         1,200,000
                                                                     ==========
Granted                                  --             --
Exercised                                --             --
Forfeited                            (100,000)       $   1.84
                                    ---------        --------
Outstanding at December 31, 2003    1,100,000        $   1.10         1,100,000
                                   ==========        ========        ==========


      Weighted-average fair value of options/warrants granted during 2002: -0-

      Weighted-average fair value of options/warrants granted during 2003: n/a

Due to the restricted nature of the shares underlying the options granted in
2002, the limited market for shares of the Company's stock, and the limited
reliability of the Company's stock price as determined on the OTC Bulletin
Board, volatility was not determined for the calculation of the fair value of
the options granted. In addition, the value of the stock used as of the grant
date in the calculation was based upon recent sales of restricted shares to
non-employees. The significant assumptions used in determining the fair value of
options granted are as follows: risk-free interest rate - 4.0%, expected life -
10 years, expected dividends - zero.

      The following table summarizes information about fixed options outstanding
      at December 31, 2003.


<TABLE>
<CAPTION>
                                  Outstanding Options                       Exercisable Options
                ---------------------------------------------------  --------------------------------

                                      Weighted
      Range of        Number           Average          Weighted        Number         Weighted
      Exercise   Outstanding at       Remaining          Average     Exercisable At     Average
       Prices   December 31, 2003  Contractual Life  Exercise Price   December 31,   Exercise Price
                                                                         2003
      --------  -----------------  ----------------  --------------  --------------  ----------------
<S>    <C>         <C>                <C>                 <C>          <C>               <C>
       $1.10       1,100,000          7.2 years           $1.10        1,100,000         $1.10
</TABLE>


NOTE 12. EQUITY WARRANTS

In 2001, the Company issued warrants for the purchase of 100,000 shares of the
Company's restricted common stock to a consultant. These warrants were issued as
partial compensation for services. These warrants are immediately exercisable at
$1.10 per share until expiration on January 2, 2006.

NOTE 13: RETIREMENT PLAN

The Whitemark group has established a "SIMPLE" defined contribution retirement
plan which covers all electing full- time employees over age twenty-one with two
years of service. The Whitemark group contributed $20,409 and $19,406 for the
years ended December 31, 2003 and 2002, respectively, which represents a match
of the participants' contributions up to the lesser of 3% of a participant's
wages or a maximum contribution of $6,500 per participant.


NOTE 14: EARNINGS PER SHARE


                                       39
<PAGE>

The following table sets forth the computation of basic and diluted earnings per
common share (EPS) for the years ended December 31, 2003 and 2002.


                                                    2003             2002
                                                ------------    ------------
Numerator: Net Loss                             $ (3,162,244)   $(24,301,095)

Denominator:
      Weighted avg. shares outstanding: Basic     17,445,131      15,478,963
       And diluted

Loss per share: Basic and diluted               $       (.08)   $      (1.57)


The effect of common stock options is antidilutive, we have not included those
share in the above computation for diluted earnings per share.

NOTE 15: INCOME TAXES

The components of the provision for income taxes were as follows for the years
ended December 31, 2003 and 2002:


                                            2003             2002
                                        ------------    ------------
Current federal income tax expense/
  (benefit)                                   97,000    $ (3,934,000)
Current state income tax expense/
  (benefit)                                  544,000        (666,000)
                                        ------------    ------------
Current income tax expense/(benefit)         641,000      (4,600,000)
Deferred tax expense/(benefit)              (641,000)     (7,663,000)
                                        ------------    ------------
   Total income tax expense/(benefit)              0    $(12,263,000)
                                        ============    ============

Differences between accounting rules and tax laws cause differences between the
bases of certain assets and liabilities for financial reporting purposes and tax
purposes. The Company's deferred tax liability is due to the step up in basis of
the NFC group's assets to fair value at acquisition for financial reporting
purposes with no adjustment to the tax basis. The deferred tax asset is due to
the recognition of equity in losses sustained in the Company's non consolidated
investee and the deferred benefit from the operating loss carryforward.


Deferred tax assets consist of the following at December 31, 2003:


  Deferred federal tax asset                $  2,405,000
  Deferred state tax asset                       407,000
  Less valuation allowance                    (2,812,000)
                                               ---------
                                            $       -
                                              ==========

The Company has a net operating loss carryforward of approximately $8,615,000
available to offset future taxable income which expires in 2023. A valuation
allowance has been established to eliminate the potential deferred tax benefit
in future years from the utilization of this net operating loss carryforward due
to the uncertainty of the possible future tax consequences of the issuance and
subsequent redemption 5,000,000 share of the Company's common stock currently
held as collateral for a loan to be repaid by the original issuee. If the loan
is not repaid, the 5,000,000 shares of stock will revert to the lender to
satisfy the loan. Currently, this treasury stock is valued at zero due to this
uncertainly.


                                       40
<PAGE>

The provision for income taxes is different than would result from applying the
U.S. statutory rate to profit before taxes for the reasons set forth in the
following reconciliation:


                                                   2003             2002
                                               ------------    ------------
Tax expense/(benefit)computed at
   U.S. statutory rates                          (1,265,000)   $(12,476,000)
Increases(decreases) in taxes
resulting from:
   Net operating loss carryforward                1,265,000             -
   Non deductible equity in unconsolidated              -
     subsidiary                                         -            14,000
   State income taxes (net of federal taxes)            -           193,000
   Tax refunds                                          -               -
   Other                                                -             6,000
                                               ------------    ------------
Provision for income tax expense/
  (benefit)                                       $     -      $(12,263,000)
                                               ============    ============

NOTE 16: SUBSEQUENT EVENTS

Two properties owned by the Company as of December 31, 2003 were sold in first
quarter of 2004 for a total of approximately $12,200,000. These properties had a
carrying value of approximately $10,700,000 as of December 31, 2003 resulting in
a gross profit approximately $2,700,000 to be recognized in the first quarter of
2004. (Cash received from these sales, net of closing cost and repayment of the
related mortgages was approximately $400,000.


                                       41