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

                                   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, 2004

                                       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. [X]

The aggregate market value of common equity held by non-affiliates of the
registrant was $780,678 as of March 22, 2005, based on the price of the common
stock, $.001 par value, of the registrant, ($.10 per share) at the close of the
market on that day.

The number of shares outstanding of the registrant's common stock on March 22,
2005 was 21,591,956.


<PAGE>


                              Whitemark Homes, Inc.
             Form 10-KSB for the fiscal year ended December 31, 2004

                                TABLE OF CONTENTS

                                                                            Page

 PART I

      Item 1.    Business     .     .     .     .     .     .     .     .     3
      Item 2.    Properties   .     .     .     .     .     .     .     .     5
      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      .     .    13
      Item 8.    Changes in and Disagreements with Accountants on
                   Accounting and Financial Disclosure      .     .     .    13
      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 Fees       .     .     .     .     .     .     .    22
                   Signatures .     .     .     .     .     .     .     .    24


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


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                              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. 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.

(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 vacation home buyers in the Orlando, Florida area. The Company offers
homes in a price range from $180,000 to over $400,000, 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 2004, 103 homes/lots were delivered in 3 communities.
Each community offers several different floor plans for buyers to choose from.
91 homes/lots were delivered in 7 communities in 2003.

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.

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 Greeneway.

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.


                                       3
<PAGE>


Glenbrook

"A Vacation Resort Lifestyle Community", Glenbrook, a 266 lot, 70 acre
development is located in a vibrant real estate market, only 10 minutes from
Disney World 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 $7,434,157.
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 $3,723,125.
Whitemark Homes also retained five lots within the Corner Lake property. The
Company 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.

Suppliers

The Company's main suppliers are as follows: Rinker Materials, Quality Precast,
Prestige AB/Ready Mix, Elite Electric, Maximum Air, Close Jowers 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. 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."


                                       4
<PAGE>


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.

Employees

At December 31, 2003 and December 31, 2004 the Company and its subsidiaries
employed 16 individuals, including the executive officers.

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.


                                       5
<PAGE>


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, 2004, Whitemark has recorded
approximately $160,000 representing management's estimate of the minimum amount
actually due to Heller associated with this issue. The Company has accrued an
additional $640,000 in reserve for this lawsuit claim. This reserve represents
Management's estimate of the probable loss in the event the Company is
unsuccessful in defending this litigation. A summary judgment has been entered
in favor of Heller against Fox Glen Management Corporation and two individual
defendants (by the Northern District of Illinois), but the judgment is subject
to an appeal. Management has entered into discussions to settle the matter, but
otherwise will pursue the appeal, and may purrsue a separate action against
Heller for monies which it believes Heller owes the Company in setoff.

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 nonpayment represents monies which Paulson alleges it is owed for
its due diligence costs in connection with a letter of intent for a proposed
public offering to be underwritten by Paulson. Whitemark contends that certain
conditions precedent to Whitemark's liability for these monies did not occur.
This lawsuit was settled in November 2004 for a cash payment of $15,000. This
payment was made to the arbitrators and, as of the date of the filing of this
Form 10-KSB, the final signed release has yet to be received by the Company.

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.

As part of the Global Settlement Agreement, Whitemark has received 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. 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.


                                       6
<PAGE>


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 terminated,
canceled and released 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's 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.

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 and intends to vigorously defend. In addition, the
Company is pursuing an action against the Adkinson parties for failure to comply
with certain matters in the Global Settlement Agreement.


                                       7
<PAGE>


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 all of the 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. The Company
has filed a counterclaim against Adkinson and related entities to recover any
damages it may suffer.

During the fourth quarter of 2004, Whitemark Homes of Florida, Inc. was named as
a defendant in an action by Home Ownership & Mortgage Experts, Inc. seeking
recovery of $225,000.00 in fees due under an agreement related to the Little
Creek property. Management believed that no sums were due under the Agreement
because the services had not been performed and due to a variety of defenses.
However, in order to avoid the expense and uncertainty of litigation, the
Company entered into a settlement agreement in the amount of $75,000 under which
it will be paid in payments during the year of 2005, This settlement is
reflected as of December 31, 2004.

The Company was served on April 13, 2005 with a complaint seeking payment of
real estate commissions for three sales in the Glenbrook project. The complaint
is currently being evaluated to determine its merit. The Company believes it may
have defenses of offsets to these commissions; notwithstanding that, the full
amount of the commissions which could be claimed has been escrowed with the
closing agent. Therefore, the Company believes that the Complaint will not cause
any loss or detrimentally affect the Company. On the other hand, if the Company
prevails in the litigation, additional cash will become available.

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

         None filed during 2003 and 2004.


                                       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 is traded 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, 2004        Year Ended December 31, 2003
                    High           Low                 High           Low
                  --------       --------            --------       --------
  1st Quarter     $    .17       $    .09            $    .80       $    .20
  2nd Quarter          .20            .04                 .51            .20
  3rd Quarter          .15            .03                 .65            .12
  4th Quarter          .11            .04                 .40            .09

On March 22, 2005, the price of the stock closed at $.10 per share as reported
on the OTC Bulletin Board.

As of March 22, 2005, there were approximately 8300 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 and 2004, 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 issued convertible debentures to
            Cornell. These debentures are convertible into shares of common
            stock at a price equal to either (a) an amount equal to 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 upon conversion of a part of Cornell's convertible debenture
            at $.17 per share ($22,000), and issued 208,333 restricted common
            shares upon partial conversion of the 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.

      o     On August 23, 2004, the Company issued 625,000 restricted common
            shares for conversion of convertible debentures. These debentures
            were convertible into shares of common stock at a price equal to
            either (a) an amount equal to 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. One debenture was converted in the amount of
            $25,000 under which the conversion price was $0.04.

      o     On September 9, 2004, the Company issued 7,142,857 restricted common
            shares to its majority shareholder and Chief Executive Officer for
            the conversion of $200,000 of convertible debentures arising from
            the shareholder's purchase of these debentures from a lender to the
            Company. The conversion price amounted to $0.028 per share.

      o     On September 23, 2004, the Company received and immediately canceled
            4,650,000 shares returned pursuant to the Global Settlement
            Agreement resulting in the rescission of the NFC acquisition. (See
            Part II, Item 7, Financial Statements and Supplementary Data, Note 2
            to the Financial Statements.)

No underwriter, sales or placement agent was involved in any of the
transactions.

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 focused on
the mid-level homebuyer and vacation homes with housing products from $180,000
to $400,000.

The Company had 4 communities in various stages of acquisition and development
at December 31, 2004, not including the two which were sold in 2004.


                                       10
<PAGE>


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. Cash flow from
operations was negative during 2003 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 2004 and is expected to continue during 2005.
All of the $26,206,626 of current presale backlog is projected to generate
revenues in fiscal years 2005 and 2006.

On December 31, 2004, the Company had outstanding borrowings of approximately
$8,100,000. This is a decrease from December 31, 2003 of approximately
$11,600,000 as a result of the selling of two developments and 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. 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. Should the Company become unable to secure
financing, the Company's operations may be adversely affected.

Results of Operations for the year ending December 31, 2004

Revenues: Whitemark's revenues for the year ended December 31, 2004 increased to
$36,906,948 (this includes revenues of $12,192,282 for two developments sold)
from $14,849,569 when compared with the same period of 2003. This is an increase
of $22,057,379 or 149%. The number of homes delivered for the year ended
December 31, 2004 was 102 Homes with an average selling price per home of
approximately $209,000. 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.

Gross Profit: Gross profit for the year ended December 31, 2004 was $3,800,841
or 10%, as compared to $1,639,373 or 11% for the year ended December 31, 2003.
The costs of homes and land sold during 2004 increased $19,895,911 to
$33,106,107 when compared with the same period in 2003. This is primarily due to
the sale of the two developments as well as an 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 decreased to $3,380,385
for the year ending December 31, 2004, which is a decrease of $870,492 or 21%
from $4,250,877 for the year ended December 31, 2003. The decrease in operating
expenses for the current period was principally a result of the selling, general
and administrative costs associated with ongoing cost reductions.

Income(Loss) from Operations: The loss from continuing operations for the year
ended December 31, 2004 was $45,052 compared to the loss from operations of
$2,731,959 for the year ended December 31, 2003. The decrease in loss from
operations of $2,686,907 was a result of the factors discussed above.


                                       11
<PAGE>


Other Expenses: Interest expense of $121,616 was incurred for the year ended
December 31, 2004 versus $185,528 in the year ended December 31, 2003, a
decrease of $63,912. This decrease is primarily attributable to the selling of
the two developments and 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.

The write down of the investment in GSI of $438,905 relates to management's
revised estimate of its realizable value as of June 30, 2004. No other write
downs were made subsequent to June 30, 2004.

Discontinued Operations: Loss from discontinued operations of NFC group for the
year ended December 31, 2003 was $430,285. 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.

Net Loss: Net loss for the year ended December 31, 2004 was ($45,052) as
compared to a net loss of ($3,162,244) for 2003. The decrease in net loss of
$3,117,192 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.
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.

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.


                                       12
<PAGE>


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.

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.


                                       13
<PAGE>


ITEM 8A. CONTROLS AND PROCEDURES

      (a) Evaluation of Disclosure Controls and Procedures:

As of the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
Principal Executive Officer, Principal Financial Officer of the effectiveness of
the design and operation of the Company's disclosure controls and procedures.
The Company's disclosure controls and procedures are designed to provide a
reasonable level of assurance of achieving the Company's disclosure control
objectives. The Company's Principal Executive Officer and Principal Financial
Officer have concluded that the Company's disclosure controls and procedures are
in fact, effective at this reasonable assurance level as of the period covered.
In addition, the Company reviewed its internal controls, and there have been no
significant changes in its internal controls or in other factors that could
significantly affect those controls subsequent to the date of their last
evaluation or from the end of the reporting period to the date of this Form
10-KSB.

      (b) Changes in Internal Controls over Financial Reporting

In connection with the evaluation of the Company's internal controls during the
Company's fourth fiscal quarter ended December 31, 2004, the Company's Principal
Executive Officer and Principal Financial Officer have determined that there are
no changes to the Company's internal controls over financial reporting that has
materially affected, or is reasonably likely to materially effect, the Company's
internal controls over financial reporting.

      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 31,
2005 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              57      President, Chief
                                    Executive Officer and
                                    Chief Financial Officer      2000

  Scott D. Clark           49      Director                      2000

  Hugh W. Harling, Jr.     60      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              57      Chairman of the Board         2000
                                    and CEO
  Scott D. Clark           49      Secretary/Treasurer           2000
  William Rigsby           45      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 and is independent from management of the Company.

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 Form 10-KSB for the year ending December 31, 2003.

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.

<TABLE>
<CAPTION>

  Name and                                    Salary Cash     Bonus Cash         Other
Principal Position                    Year    Compensation*   Compensation   Compensation**
----------------------------------    ----    -------------   ------------   --------------
<S>                                   <C>        <C>          <C>                 <C>
  Larry White, CEO ...............    2003       168,000                          5,040
                                      2004       488,702                          7,214

  Mitchell Gordon, CFO ...........    2003        90,000
  (started 4/02, .................    2004            --
   resigned 10/03)

  William Rigsby, VP .............    2003       125,000                          3,750
                                      2004       135,782                          3,894

  Larry Wayne Adkinson ...........    2003        23,000
  (started 11/01) ................    2004            --
</TABLE>



                                       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, 2004.

Director Compensation

No fees were paid to directors in 2003 and 2004.

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, 2004.

<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))
                                                              -----------------    ----------------   --------------------
<S>                                                                 <C>                 <C>                   <S>
                                                                     (a)                 (b)                  (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           ($)(1)              Underlying               the Money
                                      (#)                                 Unexercised              Options at
                                                                           Options at               FY-End ($)
                                                                            FY-End(#)
--------------------------      ---------------     ---------------     -----------------       ------------------
<S>                                   <C>                <C>              <C>                         <C>
Larry White                           -0-                -0-              1,000,000                   -0-
William Rigsby                        -0-                -0-                100,000                   -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 Officer
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, 2004, no amount was due to Mr. White under the employment
agreement.

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 2003, 240,000
shares were issued under the Stock Compensation Plan in payment for services
rendered.


                                       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 22, 2005 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         13,311,977  *           61.65%*
 699 Bear Paw Ct
 Winter Springs, FL   32708

 Scott D. Clark                       65,300                .30%
 655 W. Morse Blvd., Ste. 212
 Winter Park, FL   32789

 Hugh W. Harling, Jr.                 12,900                .06%
 746 Florida Blvd.
 Altamonte Springs, FL   32701

 William Rigsby                      395,000  **           1.83%
 2958 Division Street
 Oviedo, FL   32765

All directors and officers as     13,785,177              63.84%
      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, 350,000 shares registered to the
Adkinson Group are being held in escrow pending return to the Company for
cancellation, 4,650,000 shares were returned in the year 2004. See Part I, Item
3. Legal Proceedings. The voting rights to these shares 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 2004.


                                       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, 2003 and 2004.

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, 2003 and 2004 totaled $699,937 and
$267,388.

The President of the Company leased to the Company its principal office from the
year 2000 until October 2003. The amount paid to this related party for rent in
2003 was approximately $50,000. Larry White sold the property in October 2003 to
Davis Realty, an unrelated party.

In 2003 and 2004 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 (incorporated by reference)

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 (incorporated by reference)

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 (filed with this Form 10-KSB)

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

      (b)   Reports on Form 8-K

            None

ITEM 14. AUDITOR FEES

Audit Fees paid during 2004 and 2003 were $32,500 and $61,155 respectively, to
Beemer, Pricher, Kuehnhackl & Heidbrink, P.A.

Tax Fees paid during 2004 and 2003 were $8,500 and $13,050 respectively, to
Beemer, Pricher, Kuehnhackl & Heidbrink, P.A.

Other Fees (SEC) paid during 2004 and 2003 were $22,250 and $35,263
respectively, to Beemer, Pricher, Kuehnhackl & Heidbrink, P.A.

Our Audit Committee, Hugh Harling approved the amount to be paid to Beemer,
Pricher, Kuehnhackl & Heidbrink, P.A. for our 2004 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.


April 12, 2005              By: /s/ KENNETH "LARRY" WHITE
                                ---------------------------------
                                Kenneth "Larry" White, President, Chief
                                Executive Officer and Chief Financial 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/ LARRY WHITE                President, Chief Executive      April 12, 2005
----------------------------    Officer and Chief Financial
Larry White                     Officer


 /s/ SCOTT D. CLARK             Director                        April 12, 2005
-----------------------------
Scott D. Clark


 /s/ HUGH W. HARLING, JR.       Director                        April 12, 2005
----------------------------
Hugh W. Harling, Jr.




                                       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, 2004            .     .    F-2

Consolidated Statements of Operations for the years ended
          December 31, 2004 and 2003  .     .     .     .     .     .   F-3

Consolidated Statement of Stockholders' Equity for the
          years ended December 31, 2004 and 2003  .     .     .     .   F-4

Consolidated Statements of Cash Flows for the years ended
          December 31, 2004 and 2003  .     .     .     .     .     .   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, 2004
and the related consolidated statements of operations, stockholders' equity and
cash flows for the years ended December 31, 2004 and 2003. 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 the standards of the Public
Company Accounting Oversight Board (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, 2004 and the consolidated
results of their operations and cash flows for the years ended December 31, 2004
and 2003, 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 11, 2005

                                       F-1


<PAGE>


                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                             As of December 31, 2004


ASSETS
  Land and home inventory                       $  9,719,545
  Cash and cash equivalents                        1,226,287
  Accounts receivable                                991,451
  Prepaid expense                                     67,164
  Other assets                                       383,114
  Investment in equity method investee               250,000
                                                ------------
  TOTAL ASSETS                                  $ 12,637,561
                                                ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
  Notes payable                                 $  7,838,174
  Notes payable - related party                      267,388
  Accounts payable                                 3,126,855
  Accrued expenses                                 1,716,881
  Home sale deposits                               3,070,508
                                                ------------
            Total Liabilities                     16,019,806
                                                ------------

Commitments and Contingencies

Stockholders' Deficit
  Common stock ($.001 par value, 100,000,000
    shares authorized, 21,586,433
    shares issued and outstanding)                    21,587
  Additional paid in capital                      24,099,914
  Retained deficit                               (27,503,746)
                                                ------------
       Total Stockholders' Deficit                (3,382,245)
                                                ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT     $ 12,637,561
                                                ============


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


                                       F-2
<PAGE>


                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 For the Years Ended December 31, 2004 and 2003



                                                       2004            2003
                                                   ------------    ------------
Sales                                              $ 36,906,948    $ 14,849,569

Cost of sales                                        33,106,107      13,210,196
                                                   ------------    ------------
  Gross profit                                        3,800,841       1,639,373

Selling, general and
   administrative expenses                            3,380,385       4,250,877
                                                   ------------    ------------
    Income(loss) from operations                        420,456      (2,611,504)

Other income/(expense)
  Other income                                           95,013          65,073
  Interest expense                                     (121,616)       (185,528)
  Writedown of investment                              (438,905)             --
                                                   ------------    ------------
  Loss from continuing operations
   before income taxes                                  (45,052)     (2,731,959)

Income taxes                                                 --              --
                                                   ------------    ------------
  Loss from continuing operations                       (45,052)     (2,731,959)

Discontinued operations (Note 2)
  Loss from operations of NFC group,
    including loss on disposal of
    $430,285 in 2003                                         --        (430,285)
  Income tax benefit                                         --              --
                                                   ------------    ------------
   Loss from discontinued operations                         --        (430,285)
                                                   ------------    ------------
  Net loss                                              (45,052)     (3,162,244)
                                                   ============    ============

Loss per common share: Basic and diluted $                (.002)   $      (.185)
                                                   ============    ============

Weighted average shares outstanding -
  Basic and diluted                                  19,641,479      17,115,131
                                                   ============    ============


The accompanying notes are an integral part of these financial statements


                                       F-3
<PAGE>


                     WHITEMARK HOMES, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY For
                   the Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                         Additional
                                             Common Stock                 Paid In          Retained
                                       Shares            Amount           Capital           Deficit            Total
                                    ------------      ------------      ------------     ------------      ------------
<S>                                   <C>             <C>               <C>              <C>               <C>
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)


Stock issued under DRP program           122,025               122            12,510               --            12,632
Restricted stock issued for
  conversion of convertible
  debentures                           7,767,857             7,768           217,232               --           225,000
Cancellation of shares per
  Global Settlement
  Agreement (Note 2)                  (4,650,000)           (4,650)            4,650               --                --
Net loss                                      --                --                --          (45,052)          (45,052)
                                    ------------      ------------      ------------     ------------      ------------
Balances at December 31, 2004         21,586,433      $     21,587      $ 24,099,914     $(27,503,746)     $ (3,382,245)
                                    ============      ============      ============     ============      ============
</TABLE>

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


                                       F-4
<PAGE>


                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                       2004            2003
                                                   ------------    ------------
<S>                                                <C>             <C>
Cash Flows from Operating Activities:
  Net loss                                         $    (45,052)   $ (3,162,244)
  Adjustments to reconcile net loss
     to net cash flows provided by (used for)
     continuing operations:
     Loss from discontinued operation                        --        (430,285)
     Loss on disposal of discontinued
       operations                                            --         430,285
     Depreciation and amortization                       42,973          36,387
     Services acquired with stock                            --          19,500
     Loss on writedown of investment                    438,905              --
     Interest paid with stock                                --         360,345
     Loss on disposal of property and equipment          11,338           9,852
  Changes in operating assets and liabilities:
     Land and home inventory                         12,327,164      (2,308,764)
     Accounts receivable                               (820,962)        (71,448)
     Prepaid expenses                                   (12,511)         53,958
     Other assets                                      (280,486)         76,191
     Accounts payable                                   392,218       1,583,460
     Accrued expenses                                  (745,054)       (278,105)
     Home sale deposits                                 721,909       1,878,070
                                                   ------------    ------------
Net cash provided by (used for)
  continuing operations                              12,030,442      (1,802,798)
Net cash provided by
  discontinued operations                                    --         430,285
                                                   ------------    ------------
Net cash provided by (used for)
  operating activities                               12,030,442      (1,372,513)

Cash Flows from Investing Activities:
  Purchases of property and equipment                   (40,011)         (8,056)
                                                   ------------    ------------
Net cash used for investing
  activities                                            (40,011)         (8,056)
Cash Flows from Financing Activities:
  Proceeds from notes payable                        15,094,147      13,672,876
  Repayment of notes payable                        (26,701,951)    (11,678,848)
  Proceeds from stock issuance                           12,632          12,371
                                                   ------------    ------------
Net cash provided by (used for) financing
   activities                                       (11,595,172)      2,006,399
                                                   ------------    ------------
  Net increase in cash and
   cash equivalents                                     395,259         625,830
Cash and cash equivalents at
   beginning of year                                    831,028         205,198
                                                   ------------    ------------
Cash and cash equivalents at end of year           $  1,226,287    $    831,028
                                                   ============    ============
</TABLE>

Supplemental Disclosures:  See Note 3

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


                                       F-5
<PAGE>


                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2004 and 2003

NOTE 1:  GENERAL INFORMATION 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. With
the acquisition of the NFC group, the Company entered into the development of
high-rise residential resort properties. However, although Whitemark and NFC had
completed the aforementioned acquisition, in April 2003, the acquisition was
effectively rescinded and the respective entities were no longer related (see
Part I, Item 3, Legal Proceedings for further detail). Whitemark is currently
developing real estate within the state of Florida.

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
vacation home buyers in the Orlando, Florida area. The Company offers homes in a
price range from $180,000 to over $400,000, 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 2004, 103 homes/lots were delivered in 3 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.

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 form 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.


                                       26
<PAGE>


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, 2004 and 2003 include Whitemark Homes
of Florida, Inc. Whitemark at Oak Park, Inc,; Home Funding, Inc.; Fox Glen
Limited Partnership, Whitemark at Corner Lake, LLC, Whitemark at Glenbrook, LLC,
and Whitemark at Little Creek, LLC. In addition, North Florida Consulting, Inc.
and its related entities were consolidated 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.

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.

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.

In April 2000, the Company acquired a 40% equity interest in Golden Square
Industries, Inc. ("GSI") as a direct result of the business combination between
Golden Triangle Industries, Inc. and Whitemark Homes of Florida, Inc. The
Company wrote this investment down to management's revised estimate of its
realizable value as of June 30, 2004. No writedowns were made subsequent to June
30, 2004.


                                       27
<PAGE>


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. Revenue for home sales built and financed
under a traditional sale arrangement where title for the land and construction
passed to the buyer upon completion of the homes and the closing of the sale, is
recognized only upon the closing and delivery of the homes to the buyer. The
company estimates that the average period between the execution of a purchase
agreement for a home and final delivery under this type of arrangement is
approximately one year. The Company also sells land lots to buyers under an
agreement in which the company has agreed to build a home and other improvements
for which title to the land and improvements passes to the buyer immediately and
the buyer is the obligor under the construction loan. Revenues under this type
of arrangement are recognized under the percentage of completion method. Also at
times the Company will sell land to buyers or other developers at which time
revenue is recognized under the full accrual method for land sales as defined in
Statement of Financial Accounting Standards No. 66.

Revenue recognized for 2004 and 2003 consists of the following:

                                                    2004                 2003
                                                -----------          -----------

Traditional home sales                          $21,328,011          $14,607,731
Percentage of completion                          3,324,155                   --
Land sales                                       12,254,782                   --
Finance income                                           --              241,838
                                                -----------          -----------
                                                $36,906,948          $14,849,569

Internal sales commissions are included in selling, general and administrative
expense. External commissions are included as part of cost of sales. Cost and
estimated earnings on uncompleted contracts accounted for under the percentage
of completion method above of $105,304 is included in accounts receivable in the
accompanying consolidated balance sheet as of December 31, 2004.

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.

The Company occasionally has cash deposited in financials institution which is
in excess of the limit imposed by the Federal Deposit Insurance Corporation
(FDIC). The Company has not incurred losses on its cash deposits in the past,
and management of the Company does not believe that losses will be incurred in
the foreseeable future. The amount held in banks in excess of FDIC coverage at
December 31, 2004 was approximately $1,080,000.

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


                                       28
<PAGE>


RECLASSIFICATIONS: Certain reclassifications were made in the 2003 financial
information to enhance comparability with the 2004 classifications.

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.

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. As of December
31, 2004, these liens have been removed from 4,650,000 of these shares, and the
shares were canceled.

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.

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. 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.


                                       29
<PAGE>


NOTE 3:  SUPPLEMENTAL CASH FLOW DISCLOSURES
                                                         2004            2003
                                                      ----------      ----------
  Cash paid for interest                              $2,877,683      $1,010,991

Non-cash Investing and Financing Activity:
  Interest on notes payable capitalized
     into land and home inventory                     $1,838,819      $2,289,541
  Restricted stock issued for payment
     of notes payable                                 $       --      $  319,227
  Stock issued under S-8 registration                 $       --      $   60,000
  Restricted stock issued for services                $       --      $   19,500
  Restricted stock issued for conversion of
     convertible notes payable                        $  225,000          41,118

NOTE 4:  LAND AND HOME INVENTORY

Land and home inventory consists of the following at December 31, 2004:

  Project development and construction costs     $2,466,417
  Home construction costs                         3,345,723
  Land Cost                                       3,907,405
                                                 ----------
                                                 $9,719,545
                                                 ==========
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.

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 2004, the Company wrote down the investment in GSI to management's
current estimate of its realizable value. Factors contributing to this
write-down were the lack of availability of audited financial information for
GSI and management's unwillingness to pursue legal action.

NOTE 6:  NOTES PAYABLE

Notes payable consist of the following at December 31, 2004:

Construction loans with banks and others -
     interest rates of 4.75% to 30% with
     interest due monthly, principal due as
     homes or properties are sold, secured
     by real estate                              $  5,769,303

Obligations to participation mortgage lenders -
     payments due based on cash flows of the
     Fox Glen, Glenbrook, Lake Irma and Bear
     Gully projects, secured by real estate
     And partnership interests                      1,758,826

Other loans                                           310,045
                                                  -----------
                                                 $  7,838,174
                                                  ===========


                                       30
<PAGE>


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  -----------
                                                 $    267,388
                                                  ===========

Interest cost totaled $2,877,383 and $2,662,217 in 2004 and 2003, respectively.
These amounts include capitalized interest of $2,755,767 and $2,476,689 in 2004
and 2003, respectively. The weighted average interest rate on outstanding debt
at December 31, 2004 is 10.5%.

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:

                  2005         90,237
                  2006         11,220
                  2007          2,455

Rent expense for 2004 and 2003 under all operating leases was $259,076 and
$248,291, 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 continued on a month-to-month basis at a rate of $2,731 per
month.

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 $654,888 as of December
31, 2004.

In addition, the Company is obligated to pay the prior chief financial officer
of the Company certain accrued salaries under his employment agreement. The
amount due to this individual as of December 31, 2004 was $29,172 and is
included in accrued expenses in the accompanying financial statements.


                                       31
<PAGE>


The president of the Company owned the building in which the principal offices
of the Company are located, from year 2000 until October 2003. The amount of
rent paid to this related party in 2003 was approximately $50,000.

NOTE 9: STOCK TRANSACTIONS

The Company issued 122,025 and 39,618 common shares during 2004 and 2003,
respectively under its Dividend Reinvestment Plan and Stock Purchase Plan for
proceeds of $12,632 and $12,371 respectively.

The Company issued 240,000 common shares during 2003, under an S-8 Registration
Statement. These shares were issued for consulting and architectural services
valued at $60,000. 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 7,767,557 and 339,912 restricted shares during 2004 and 2003,
respectively, for conversion of convertible debentures. These debentures were
convertible into shares of common stock at a price equal to either (a) an amount
equal to 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
$25,000 and $200,000 in 2004 under which the conversion price was $0.04 and
$0.028, respectively. Two debentures were converted in the amounts of
approximately $22,000 and $20,000 in 2003 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 stock for this transaction 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.

The Company issued 48,750 restricted shares during 2003 for $19,500 in
consulting services. The fair value of the shares issued was determined by the
value of the services received.

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 S-8 shares to employees and consultants during 2003. There
are currently 121,905 registered S-8 shares still available for issue through
the plan as of December 31, 2004.

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 of the Company in 2003.


                                       32
<PAGE>


A summary of the Company's outstanding stock options and warrants as of December
31, 2004 and 2003, and the changes during the years ended December 31, 2004 and
2003 is presented below:

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

Outstanding at January 1, 2003        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
                                                                    ==========
Granted                                      --              --
Exercised                                    --              --
Forfeited                                    --              --
                                     ----------      ----------
Outstanding at December 31, 2004      1,100,000      $     1.10      1,100,000
                                     ==========      ==========     ==========

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

    Weighted-average fair value of options/warrants granted during 2004: 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, 2004.


<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,  2003    Exercise Price
  -----------   -----------------   -----------------   ----------------   -----------------    ----------------
<S>  <C>            <C>                <C>                   <C>              <C>                   <C>
     $1.10          1,100,000          6.2 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.


                                       33
<PAGE>


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 $19,389 and $20,409 for the
years ended December 31, 2004 and 2003, 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 $9,000 per participant.

NOTE 14: EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per
common share (EPS) for the years ended December 31, 2004 and 2003.

                                                      2004             2003
                                                  ------------     ------------
Numerator: Net Loss                               $    (45,052)    $ (3,162,244)

Denominator:
      Weighted avg. shares outstanding: Basic
       And diluted                                  19,641,479       17,115,131

Loss per share: Basic and diluted                 $      (.002)    $      (.185)

The effect of common stock options is antidilutive, we have not included those
shares 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, 2004 and 2003:

                                                           2004         2003
                                                         ---------    ---------
Current federal income tax expense/
  (benefit)                                                     --    $  97,000
Current state income tax expense/
  (benefit)                                                     --      544,000
                                                         ---------    ---------
Current income tax expense/(benefit)                            --      641,000
Deferred tax expense/(benefit)                                  --     (641,000)
                                                         ---------    ---------
   Total income tax expense/(benefit)                           --    $       0
                                                         =========    =========

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 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, 2004:

                   Deferred federal tax asset    $ 4,719,000
                   Deferred state tax asset          849,000
                   Less valuation allowance       (5,568,000)
                                                 -----------
                                                 $        --
                                                 ===========


                                       34
<PAGE>


The Company has a net operating loss carryforward of approximately $14,500,000
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 possibility of the Company generating positive income
in future years.

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:

                                                     2004            2003
                                                 -----------     -----------
Tax expense/(benefit)computed at
   U.S. statutory rates                              139,000     $(1,265,000)
Increases(decreases) in taxes resulting from:
   Net operating loss carryforward                  (159,000)      1,265,000
   State income taxes (net of federal taxes)          20,000              --
                                                 -----------     -----------
Provision for income tax expense/(benefit)       $        --     $        --
                                                 ===========     ===========


                                       35