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

                                 FORM 10-K

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

           For the fiscal year ended December 31, 2001

                                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-K or any
amendment to this Form 10-K. [  ]

The aggregate market value of common equity held by non-affiliates of the
registrant was $7,587,239 as of March 27, 2002, based on the price of the
common stock, $.001 par value, of the registrant, ($2.40 per share) at the
close of the market on that day.

The number of shares outstanding of the registrant's common stock on March
27, 2002 was 13,537,664.

                                     1

                      Whitemark Homes, Inc.
      Form 10-K for the fiscal year ended December 31, 2001

                        TABLE OF CONTENTS

                                                                          Page

 PART I

      Item 1.    Business   .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .   3
      Item 2.    Properties .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .   8
      Item 3.    Legal Proceedings . .  .  .  .  .  .  .  .  .  .  .  .  .   8
      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.    Selected Financial Data  .  .  .  .  .  .  .  .            10
      Item 7.    Management's Discussion and Analysis of Financial
                   Condition and Results of Operations  .  .  .  .          11
      Item 7a.   Quantitative and Qualitative Disclosure About Market
                   Risk   .  .  .  .  .  .  .                               14
      Item 8.    Financial Statements and Supplementary Data .  .  .        15
      Item 9.    Changes in and Disagreements with Accountants on
                   Accounting and Financial Disclosure    .  .  .  .        15


 PART III

      Item 10.   Directors and Executive Officers of the Registrant.        15
      Item 11.   Executive Compensation .  .  .  .  .  .  .  .  .  .        19
      Item 12.   Security Ownership of Certain Beneficial Owners
                   and Management  .  .  .                                  21
      Item 13.   Certain Relationships and Related Transactions  .  .       22


 PART IV

      Item 14.   Exhibits, Financial Statement Schedules, and Reports
                   on Form 8-K .  .  .                                      23
                 Signatures  .  .  .  .  .  .  .    .  .  .  .  .  .        24


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


                                     2

                           Whitemark Homes, Inc.

                              PART I

ITEM 1.  BUSINESS

(a) General Development of Business

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

On November 8, 2001, the Company completed the acquisition of privately held
North Florida Consulting, Inc. ("NFC") and related entities, a major
developer of prestigious waterfront properties in the Florida panhandle.
The Company issued five million restricted common shares to the stockholders
of NFC to complete the acquisition.  The transaction increased assets from
$10.5 million to $87 million and increased stockholders' equity from $1
million to $18 million.  NFC specializes in construction of five-star resort
properties and upscale homes, including single-family and condominium units.
For further details on the transaction, please see Management's Discussion
and Analysis of Financial Condition and Results of Operations at Item 7.

(b) Financial Information About Segments

In the fiscal year ended December 31, 2001, the Company's revenues,
operating profits, and identifiable assets were attributable to home
building, financial services, and other assets.  Home building was by far
the most significant of these segments as the others function primarily as
supporting and facilitating operations (see Item 6. ''Selected Financial
Data").


                                     3

(c) Narrative Description of Business

Construction and Development

The Company is involved in the purchase and development of lots and the
construction and sale of single- family conventional homes, primarily
targeting first time buyers in the Orlando, Florida area.  The Company
offers homes in a price range from $62,000 to $1,500,000, and is involved in
all aspects of the business, including land acquisition, site planning,
preparation and improvement of land, and design, construction, marketing,
and financing the homes. In 2001, 83 homes were delivered in five
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 sales contracts and receipt of the
down payment.  Revenue is recognized only upon the closing and delivery of a
home. The Company estimates that the average period between the execution of
a purchase agreement for a home and delivery is approximately six months.
The Company's backlog at December 31, 2001 was approximately $48 million
(253 units) compared to a backlog at December 31, 2000 of $6,000,000 (58
units).

Current Projects

The Company is continually exploring opportunities to purchase additional
land for its home building operations.  Following are descriptions of some
of the Company's current projects.

During 2001 the Company acquired and began development of Glenbrook, a new
community of vacation homes conveniently located six miles from Walt Disney
World.  The development targets both domestic and foreign markets for second
home purchases.  The new community will accommodate family vacation
travelers from the United States, Europe and South America who prefer a home
environment over the standard hotel room.  The Glenbrook community will
consist of 266 homes.  Seven floor plans are available to the buyer ranging
from 1,500 square feet to 3,000 square feet of living space in the price
range of $159,900 to $219,900.  The homes include ceramic tile entry foyers,
designer light fixtures, covered patios and designer pools with screened
enclosures.  Amenities at Glenbrook include a community recreation area with
swimming pool, full lawn and shrub maintenance, and private Homeowners
Association.  Glenbrook is in close proximity to Orlando's major theme
parks, shopping, fine dining and multiple attractions.  Projected gross
revenue for Glenbrook is $50,540,000 over the next three to five years.  To
date 25 homes have been sold for a total of $6,500,000.

The Company also began development on Bear Gully Forest during 2001 in
Orlando, Florida, a 48 lot development with two villages.  The quaint
community is surrounded by a unique conservation area and is already over
50% sold out.  Twenty-eight homes have sold with an average selling price of
$158,204 per home.


                                     4

Another development started during 2001 was University Oaks in East Orange
County, Florida.  The development offers such amenities as a distinctive
brick entrance, beautiful wooded setting, and private Homeowner's
Association.  Designed for mid-income buyers, first time home buyers, and
empty nesters, this private, gated community consists of 33 lots.  Eleven
floor plans are available to choose from with square footage ranging from
1,406 square feet to 2,898 square feet in the two story homes.  The prices
of the homes range from $120,000 to $150,000, and 16 have been sold to date.

Also in East Orange County, Florida, The Village, a 30 lot affordable
lifestyle community of system-built modular homes, was Whitemark's first
entry into the modular home market.  Whitemark sold 1,320 square foot homes
on ten lots at $95,858 each and sold the other lots to another builder.

Oak Park sold out during 2001 with only two homes left to close.  The
subdivision consisted of 108 lots on 18 wooded acres.  The zoning certified
the lots for the Orange County Affordable Housing Program.  This program
allows a 50% impact fee reduction (approximately $3,000) and special down
payment assistance to qualified buyers.  To qualify, a family of four cannot
earn more than $34,500 per year (80% of the Orange County median income for
1996 of $43,125) or spend more than $95,800 for the home, after impact
credit fees.

The 101 lot Fox Glen community in Winter Springs, Florida has also sold out.
The community is surrounded by the Tuscawilla Country Club golf course and
Howell Creek which provides some lots with golf course and creek frontage.
The homes sold in a price range from $140,000 to $220,000.

Also during 2001 the Company reached an agreement to purchase a 1,500 acre
parcel of undeveloped land in western Houston, Texas.  The property has
significant revenue and profit potential for the future. Estimates of total
lot sales revenue for the entire parcel are in excess of $100 million.  The
Company has ongoing negotiations with several large home builders relative
to purchasing lots and/or portions of this parcel.  The Company is in the
process of arranging financing for the $20 million purchase price.  The
closing on this property is anticipated to occur during the second quarter
of 2002.

With the acquisition of North Florida Consulting, Inc., many projects were
added to the Company.  Several projects that have already started
development are:  Magnolia Landing in Freeport, Florida with 119 lots;
Pleasant Ridge in Defuniak Springs, Florida, a single family subdivision
with 70 lots plus some commercial land; Cypress Breeze consisting of 160
lots in Santa Rosa Beach, Florida, only one half mile north of the beach;
and Seclusion Bay, also located at Santa Rosa, a private gated estate
community with 51 interior lots and 5 bayfront lots.  All of these projects
are in the presale and development stage.

Engineering work has commenced on Long Point Cove, a 15 acre marina
condominium project, and construction is expected to begin in the second
quarter of 2002.  Four and a half acres will be used for commercial and
retail stores and ten and a half acres will have fourteen buildings with six
condominium units in each building for a total of 84 units.  Each unit will
sell for $400,000.  To date there have been 23 presales totaling $9,200,000.


                                     5

The Muirfield I development at the Seascape Resort in Destin, Florida is
currently in the presale stage. Muirfield I is planned as a 24 story high
rise building with 220 residential units and 7,518 square feet of commercial
space.  At this time, 90 units are under reservation.  Amenities will
include golf, tennis, and lagoon style pool complete with cabanas.  The
building will offer views of the golf course, Gulf of Mexico and
Choctawhatchee Bay, and access to beautiful white sand beaches.

Phase I of Cabana Cay in Panama City Beach, Florida is in the presale stage
with 44 units under reservation for the 152 unit building.  Cabana Cay will
include a 13,000 square foot swimming pool and beach access.

The Courtyard is in the presale stage at Santa Rosa Beach, Florida.  One
building with five units will be for both commercial and residential use.

Other projects that are planned but have not yet begun include: four high
rise condominiums on gulf frontage and bay frontage in Galveston, Texas; a
450 unit hotel in Houston, Texas; and Ridgecrest Estates in Crestview,
Florida that includes 134 lots and is planned as an affordable housing
project.

Mortgage Financing

The Company conducts financial service activities through a subsidiary, Home
Funding, Inc., which provides mortgage financing and closing services for
the home buyers.    The subsidiary makes conventional, FHA- insured and
VA-guaranteed mortgage loans available to qualified purchasers of its homes
by assisting them in obtaining loans through local and national financial
institutions.  Because of the availability of the Company's financial
services subsidiary and independent mortgage lenders, the Company believes
that access to financing has not been a problem for most purchasers of the
Company's homes.

Marketing

The Company generally has an inventory of homes under construction.  A
majority of these homes are sold (i.e. the Company has received deposits and
executed sales contracts) before the Company starts construction.  The
Company employs sales associates who are paid commissions to make sales of
the homes.  The Company advertises its residential communities through local
and foreign media and sells primarily from model homes that it has designed
and constructed.


                                     6

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 is utilized incorporating the
choices made by the customer and the building plan requirements. Besides
being one of Orlando's premier home builders, for both custom and affordable
homes, Whitemark also develops many of its own residential communities.  As
a developer/builder, great care and attention is given to preserving the
natural setting of the land during the planning and construction stages.
Each lot is carefully cleared in order to keep as many trees and natural
vegetation as possible.  Whitemark's attention to detail and fine
craftsmanship has garnered them 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." Whitemark's short-term plans include expansion into the Texas,
Tennessee, and North Carolina markets, with long-term plans including
nationwide expansion.

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.




                                     7

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 and Texas present risks of
natural disasters that could adversely affect the building industry.  The
Company's mortgage financing subsidiary must comply with applicable real
estate lending laws and regulations.

Employees

At March 27, 2002, the Company and its subsidiaries employed 45 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 32765, from Larry White,
president of the Company.  Lease payments totaled  $67,819 in 2001.   See
Item 13. Certain Relationships and Related Transactions.   Home Funding,
Inc. leases office space from ASA, Ltd. located at 2700 Westhall Lane, #118,
Maitland, Florida and paid $22,966 in 2001. NFC leases 3,400 square feet for
office space, located at 4001 Emerald Coast Pkwy, Destin, Florida  32514,
from an unrelated party at $2,700 per month on a month to month basis.  The
Company believes its office space is adequate for its operations in the next
several years.


ITEM 3.  LEGAL PROCEEDINGS

As of March 27, 2002, there were no material legal proceedings to which the
Company or any of its subsidiaries was a party or of which any of their
properties was the subject.


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

                Not applicable.





                                     8

                             PART II

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

Common Stock

The only class of common equity security authorized by the Company's
Articles of Incorporation, as amended, is the Company's common stock, $.001
par value. The Company's common stock traded on the Nasdaq SmallCap Market
through June 12, 2000 and traded on the "Pink Sheets" from June 13, 2000
through April 22, 2001.  The Company's application to move up to the OTC
Bulletin Board was granted effective April 23, 2001.  The Company plans to
reapply for listing on Nasdaq SmallCap in the near future. The stock traded
under the symbol "GTII" through June 19, 2001 when it began trading under
the new symbol of "WTMK" due to the name change of the Company.  The range
of high and low sales prices for each quarter during the last two fiscal
years, as quoted on Nasdaq SmallCap, "Pink Sheets" and 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.  On August 25, 2000, the Company split its stock through a
2-for-1 forward split.

                Year Ended December 31, 2001      Year Ended December 31, 2000
                    High              Low              High            Low
                  -------          -------           --------        -------
  1st Quarter     $  2.00          $ .6875           $ 7.00          $  2.00
  2nd Quarter        1.75             .875             5.1875           2.50
  3rd Quarter        1.54              .95             5.00              .75
  4th Quarter        1.53              .90             3.00            .6875

On March 27, 2002, the price of the stock closed at $2.40 per share as
reported on the OTC Bulletin Board.

As of March 27, 2002, there were approximately 9,510 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, 2001, 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.

On February 28, 2001, 300 restricted common shares valued at $238 were
granted to three directors of the Company.  These restricted shares were
issued in reliance on the exemption from registration provided by Section
4(2) of the Securities Act of 1933.

                                     9

On August 20, 2001, 1,700 restricted common shares valued at $808 were
granted to three directors of the Company.  These restricted shares were
issued in reliance on the exemption from registration provided by Section
4(2) of the Securities Act of 1933.

On August 23, 2001, 19,387 restricted common shares valued at $16,616 were
granted to three of the Company's consultants.  These restricted shares were
issued in reliance on the exemption from registration provided by Section
4(2) of the Securities Act of 1933.

On November 7, 2001, 5,000,000 restricted common shares valued at
$15,821,284 were granted to shareholders of North Florida Consulting, Inc.
("NFC") for the acquisition of NFC.  See Item 7. Management's Discussion and
Analysis of financial Condition and Results of Operations for a discussion
of this transaction.  The restricted shares issued in this transaction were
issued in reliance on the exemption provided by Rule 506 of Regulation D
under the Securities Act of 1933.

On November 29, 2001, 100,000 restricted common shares valued at $62,500
were granted to two individuals in relation to the NFC acquisition.  The
restricted shares were issued in reliance on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933.

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 in paragraphs 2 through 5 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.  SELECTED FINANCIAL DATA

                                       Years Ended December 31
                         2001        2000        1999        1998        1997
                    ----------- -----------  ----------- ---------- ----------
Operating revenues  $11,358,132 $12,161,679  $13,395,922 $6,751,948 $6,910,254

Net income/(loss)   $   300,896 $  (684,235) $   401,129 $  121,072 $  152,296

Net income/(loss)
  per share         $       .03 $      (.13) $       .15 $      .05 $      .06

Total assets        $86,907,004 $ 8,855,035  $ 8,487,887 $9,534,188 $6,461,276

Long-term debt      $        -  $        -   $        -  $       -  $       -



                                     10

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

Overview

The Company develops real estate and builds homes.  With the acquisition
discussed below, the Company also builds residential resort properties.
Efforts have historically been concentrated in under-served markets for
entry-level, first-time move-up, and vacation home buyers.  Recent
development is aimed toward the vacation home and  recreational segment of
buyers.  On a national level, housing construction continues to remain in a
growth trend, which is a good sign in light of other indications of slowing
growth or even recession in the economy.  Indicators for construction have
shown continued growth even as consumer spending and the industrial sector
have slowed.  This is despite the heightened economic uncertainty resulting
from the recent acts of terrorism and the commencement of the U.S. military
response.  The Kiplinger Letter has stated that its forecasts predict that
housing will continue to generate economic warmth and will provide support
for the rest of the U.S. economy.  Recent reductions in interest rates by
the Federal Reserve have lowered the cost of construction financing and have
also resulted in lower mortgage rates to home buyers, although to a lesser
extent.  The Company's management is optimistic about operations. Projects
in the Company's inventory should produce growth in revenues and profits
over the next two years. As mentioned above, interest rates and consumer
confidence are driving the housing industry.  Statistics indicate that both
unemployment and interest rates in the Company's largest target market (the
Orlando, Florida area) continue to be relatively low.

In addition to residential development and home building, the Company has a
subsidiary that assists home buyers in obtaining mortgages and accessing
mortgage assistance programs aimed at the Company's target markets. This
subsidiary, originally established to augment the Company's sales efforts,
now provides these services to the public.

Significant Acquisition

On November 7, 2001, Whitemark and North Florida Consulting, Inc., a Florida
corporation ("NFC"), finalized an Agreement and Plan of Acquisition.
Pursuant to the agreement, NFC became a wholly owned subsidiary of Whitemark
effective October 1, 2001.  The stockholders of NFC received 5,000,000
shares of Whitemark restricted common stock in exchange for all the
outstanding shares of NFC.  In addition, the owners of NFC retained a 30%
profit participation in certain ongoing real estate development projects.

NFC is based in Destin, Florida, which boasts some of the prettiest, most
pristine, beaches in the world. Destin, located between Pensacola and Panama
City, is a destination community for recreational, vacation, and
retirement/second home developments.  Destin and the Florida panhandle are
within a day's drive of major metropolitan areas such as Atlanta, Memphis,
New Orleans, and Houston.  NFC has specialized in five-star resort
properties and upscale homes, including single-family and condominium units
and affordable home communities.  The company has twenty ready-to-build
projects located in the area from Pensacola to Panama City, Florida, and in
the Houston/Galveston, Texas area.  These projects include twin condominiums
to be located in a five-star golf/beach resort in Destin, a 450-room luxury
hotel in Houston, affordable housing developments in the Destin area, and
beachfront property in Galveston.

                                     11

The acquisition increased the Company's total assets to approximately $87
million and stockholders' equity to approximately $18 million.  Assets
reported by NFC include approximately $54 million in land and home inventory
and approximately $18 million of land contract rights.

The acquisition of NFC complements the Company's business plan of targeting
the affordable home and vacation home market by expanding it to include
resort development.  The homebuilding market is primarily driven by the
changes in demographics.  The demographics for the next ten years will
continue to be driven by the baby boom generation.  "Boomers" will be
maturing, buying heavily in the second home market, and the children of the
"baby boomers" (the "echo boomers") will be entering the home market (hence
the strong demand for affordable homes).  Whitemark will continue to build
to the traditional home market as well, but will emphasize affordable homes,
vacation homes, and multi-residential resort properties in the Company's
growth strategy.

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 declined during 2001 compared to 2000 largely due
to the costs of developing the infrastructure (streets and utilities) of
Glenbrook and other properties.  During 2000, the Company was depleting its
lot inventory as compared to increasing lot inventory during 2001. The
primary source for these funds is discussed below.   Twenty-five contracts
for sales of homes from this property have been accepted since June 2001.
This project is expected to yield gross revenues of $52,000,000 over its
build-out period of approximately 36 months.  Other projects requiring
significant development funds during the year included the Bear Gully Forest
subdivision, the University Oaks community, and the Oak Park community.  The
Oak Park community has reached completion with only two homes left to close.
Other projects are in the pipeline and are expected to begin generating
revenue in 2002.

On December 31, 2001, the Company had outstanding borrowings of $54,352,852.
This is up $47,638,023 from the amount outstanding at December 30, 2000;
$42,556,592 of this increase resulted from the acquisition of NFC.  The
Company currently finances its projects with project-specific construction
loans. These loans are secured by each project and are drawn down and repaid
based on the progress of the project.  There is no expectation that this
financing arrangement will not be available in the foreseeable future.
However, management continually reviews other possible financing
alternatives.  The Company believes that funds generated from operations and
expected borrowing availability from the private and public market will
continue to be sufficient to fund the Company's working capital requirements
during the foreseeable future.

Negotiations are ongoing with several significant funding institutions for
specific projects including the condominium projects in Destin, the five
star hotel in Houston, and the land in west Houston.  Funding commitments
are expected on the Destin properties and the Houston hotel during 2002.
Funding for the land in Houston should be committed in the second quarter of
2002.  The Company is also negotiating with financial institutions regarding
general funding needs of the Company.  Although management believes that the
Company will be able to obtain funding in a timely manner, there is no
guarantee of such funding.

                                     12

Results of Operations

The Company's revenues for the year ended December 31, 2001 decreased
$803,547 compared to the same period in fiscal 2000, and decreased
$2,037,790 compared to the same period in fiscal 1999.  The number of homes
delivered was 83, down from 106 in 2000 and 130 in 1999.  The average
selling price of homes delivered increased 20% (to $137,000 from $114,000 in
2000 and $103,000 in 1999).  The decrease in revenues is primarily
attributable to a decrease in the availability of lots ready for building
compared with the prior year period.  Also, after September 11, activities
at the entertainment facilities in and around Orlando fell off
significantly.  This resulted in insecurity for potential home buyers and
reduced sales during the fourth quarter.  Management 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.  The product mix changed significantly
from 1999 to 2001 primarily due to the Glenbrook subdivision.

Cost of sales decreased $1,581,074 compared to the year ended December 31,
2000, primarily due to the related decrease in home sale revenues.  Cost of
home sales as a percentage of  sales revenue decreased 8.1% from 82.2% as a
result of the product mix of homes delivered.  Cost of home sales decreased
$2,580,723 compared to the year ended December 31, 1999 primarily due to the
related decrease in home sale revenues.  Cost of home sales as a percentage
of home sales revenue decreased to 74.1% from 82.2% as a result of the
product mix of homes delivered.

The Company's selling and administrative expenses decreased $24,526 during
the year ended December 31, 2001, as compared to the corresponding fiscal
2000 period and increased $694,697 as compared to the corresponding period
for 1999.  Common stock bonuses issued to employees and consultants,
increased sales commissions, and additional officer compensation during 2000
were the components causing the increase between 1999 and 2000.  Costs
remained higher during 2001 due to the increased costs of being a publicly
held entity and due to the addition of NFC in the fourth quarter.As a result
of an increase in selling and administrative expenses comparing 2000 to
1999, primarily due to the issuance of common stock and expenses related to
being a public company, net income declined by $1,085,364 for the year ended
December 31, 2000 from the comparable period in fiscal year 1999, resulting
in a net loss of $684,235.

The Company is pleased to report net income for 2001 was $300,896.  This is
an increase of $985,131 when compared to the loss of $684,235 in the year
ending December 31, 2000.  Earnings per share increased $0.16 to a positive
$0.03 per share.  The improvement in net income and earnings per share is a
result of significantly increased operations in the fourth quarter of 2001,
largely attributable to NFC's operations, and reduced expenses when compared
to the previous year.

During the fourth quarter of 2001, the Company completed the acquisition of
NFC, closed 31 homes and sold 20 lots from one of its planned subdivisions.
The condensed summarized data for the fourth quarter is as follows:
revenues - $4,319,157, income from operations - $1,026,842, net income -
$927,006, and earning per share - $0.11.


                                     13

SAFE HARBOR PROVISION - DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

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

Where this Form 10-K 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.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk primarily related to potentially
adverse changes in interest rates. The Company's exposure to market risks in
changes to interest rates relate to the Company's variable rate loans.  The
interest rates relative to the Company's variable rate loans fluctuate with
the upward and downward movement of the prime lending rate.  From time to
time, the Company may enter into interest hedging arrangements in order to
minimize its exposure to changes in interest rates.  At March 27, 2002, the
Company had not entered into any such hedging arrangements.  The Company
does not enter into or intend to enter into derivative financial instruments
for trading or speculative purposes.



                                     14

Home Funding, Inc., the Company's wholly owned mortgage subsidiary,
originates residential mortgage loans and sells them in the residential
mortgage market, often retaining the servicing rights to the loans.  During
the year ended December 31, 2001, Home Funding closed on approximately $18
million in mortgage loans including servicing rights.  The Company minimizes
the market risk and impact of changing mortgage interest rates by selling
loans within a short period of time after origination or through other means
of contractual protection.  Although these mortgage loan portfolios are
subject to interest rate risks, the Company does not believe that its
mortgage business is subject to risk of losses resulting from changes in the
home mortgage market that could materially impact the Company.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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


ITEM 9.  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.


                             PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

The Board of Directors of the Company (the "Board") presently consists of four
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 are:
Larry White, Scott D. Clark, Hugh W. Harling, Jr., and Karen Lee.  Andrea M.
Williams O'Neal resigned as a director effective January 15, 2002 due to her
commitments with the Texas Arts & Crafts Foundation.  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            53     Chairman of the Board        2000
                                   and President
  Scott D. Clark         46            Director              2000
  Hugh W. Harling, Jr.   58            Director              2000
  Karen Lee              42            Director              1989

                                     15

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            53     Chairman of the Board        2000
                                   and President
  Scott D. Clark         46      Secretary/Treasurer         2000
  Robert Early           46     Chief Financial Officer      1997
  William Rigsby         42        Vice President            2000
  Wayne Adkinson         46        Vice President            2001

There are no family relationships between the Company's officers and directors.

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.

Larry Wayne Adkinson has been involved in the real estate development and
home building business since 1980, first as project manager for Regal Homes

                                     16

and Precision Component Inc.  From 1982 through 1985 he was the president of
the Commercial Building Division of Capital Construction Company, president
of the Home Builders Division of American Designer Homes, and executive vice
president of DGI.  He was the president of Adkinson Construction Company
from 1993 through 1997.  He was the vice president of North Florida
Consulting, Inc. from 1998 through November 21, 2001, and has been the
president since that date. Mr. Adkinson has extensive experience in
developing prestigious waterfront resort properties and upscale homes,
including single family and condominium units, and has been involved in
approximately fifty projects.

Scott D. Clark was admitted to the Florida Bar in 1980 and is with the law
firm of Scott D. Clark, P.A. in Winter Park, Florida.  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.

Robert Early received his Bachelor of Business Administration from Abilene
Christian University in 1979, where he majored in Accounting and minored in
Agricultural Business.  He received his Certified Public Accountant
certificate in Texas in 1981 and is a member of the Texas Society of
Certified Public Accountants and American Institute of Certified Public
Accountants.  Mr. Early worked for an independent oil Company for six years,
then moved to a position as partner of the firm Ashley, Early & Folwell,
P.C. in 1987.  In 1991 he became the sole owner of the firm and changed the
name to Robert Early & Company, P.C.  Mr. Early has been doing tax work
since 1983 and auditing since 1987.  Mr. Early was one previous auditor for
the Company through November 1997.

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.


                                     17

Karen Lee  graduated with high honors from Cisco Junior College.  She
administers the operation of the Company's offices in Springtown, Texas,
does much of the research and writing for filing of Securities and Exchange
Commission documents, and performs transfer agent duties and stockholder
record keeping for the Company.  She is a member of the Southwest Securities
Transfer Association, Inc.  Ms. Lee has been employed by the Company for the
past 22 years.

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 eleven 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.

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, several persons (Chad
Adkinson, Wayne Adkinson, Mike Adkinson, Scott D. Clark, Hugh W. Harling,
Jr., William Rigsby and Larry White) did not file all reports on time
regarding transactions in the Company's securities required to be filed for
2001 by Section 16(a) under the Securities Exchange Act of 1934.   Each of
the Adkinsons, William Rigsby and Larry White filed one late report
representing one transaction per person.  Hugh W. Harling, Jr. and Scott D.
Clark filed two late reports representing two transactions per person.
Though the required reports were not filed timely, they were subsequently
filed after the year end; accordingly, there is no failure to file the
required reports.


                                     18


ITEM 11.  EXECUTIVE COMPENSATION

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

  Name and                         Salary Cash     Bonus Cash      Other
Principal Position          Year   Compensation   Compensation Compensation**
-----------------------     ----  -------------   ------------ ------------
  Kenneth Owens             1999   $  17,500       $   6,000            -
  CEO through June 2000     2000      11,000              -             -

  Larry White               2000   $ 123,000*      $ 148,041*     $  13,353*
  CEO beginning July 2000   2001     168,000         113,154          5,040

  William Rigsby            2000   $  88,000*      $  36,672*     $  13,200*
  VP beginning July 2000    2001     120,875           3,000          3,440

  Larry Wayne Adkinson      2001   $  78,000*      $   3,000*     $  10,145*
  VP beginning Nov. 2001

         *The amounts presented reflect salary received for the entire year.
        **Other compensation includes a vehicle allowance and contributions
            to a "SIMPLE" retirement plan.

Director Compensation

Based on a $1,500 fee per face to face meeting, the Company paid a $1,500
fee to each director during 1999 and 2000.  In 2001 three directors were
paid $3,000 each and two directors were paid $1,500 each. During 2000,
directors also received 300 shares of restricted common stock, and during
2001, a total of 2,000 restricted common shares were issued to directors.

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.

                                     19

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 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).

An employment agreement with key employee, Michael Adkinson, was a part of
the NFC acquisition described under Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations.  The agreement
requires that he be employed for the next five years as general manager of
the subsidiary company, NFC.  The agreement calls for salary to Mr. Adkinson
of $182,000 per year.  In addition, Adkinson will earn a bonus equal to 30%
of the net profits from certain ongoing real estate development
opportunities that were listed in an exhibit to the acquisition agreement.
The bonus will be payable only out of the revenues generated by the
subsidiary from the specific projects when completed.

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.

The committee recommended to the Board that directors' fees be set at $1,500
cash and 100 shares of restricted stock per director for each face to face
meeting, and 500 shares of restricted stock as a bonus for 2001.

In September 1998, the Company filed an S-8 registration statement
registering 200,000 common shares for a Stock Compensation Plan recommended
by the committee and 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. No shares were issued under the Plan during 1998 or 1999.
During 2000, 203,350 S-8 shares were issued to employees and consultants
(shares not previously used were adjusted for a forward split).  During
2001, the issuance of 75,495 S-8 shares to employees and consultants was
approved.  There are currently 1,905 registered S-8 shares still available
for issuance. Also approved was the issuance of 19,387 restricted common
shares to employees and consultants.

Performance Graph - Set forth below is a line graph comparing the yearly
percentage change in the cumulative total shareholder return on the
Corporation's Common Stock against the cumulative total return of a peer
company in the same line of business.  Since the Company was listed on the
"Pink Sheets" for part of the year  (see Item 5), there was no published
index on this market for comparison.  In addition, it should be noted that
the shareholder return on the Company's common stock from 1996 through the
beginning of 2000 represented return on an investment in the Company's
previous energy-related business.  The graph assumes that the value of the
investment in the Corporation's Common Stock and the peer company was $100
at December 31, 1996.  WTMK's numbers reflect a 1-for-3.5 reverse stock
split in 1997 and a 2-for-1 forward stock split in 2000.

                                     20



   Comparison of Five-Year Cumulative Total Return for Fiscal Years Ended
                                December 31

                   1996       1997       1998      1999       2000       2001
                 ------     ------      -----     -----      -----      -----
WTMK Stock       100.00     132.00      88.00     22.18      23.38      24.20

Peer Stock in
Same Industry    100.00      44.38      22.19     97.63      37.72      48.28
(Century Builders
     Group Inc.)


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the Company's
common stock as of March 27, 2002 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 Beneficially                           Percent of
  Address of Stockholder           Owned               Class
-------------------------     ------------         -----------
 Larry and Patricia White       5,224,120              38.59%*
 1437 Chippewa Lane
 Geneva, FL   32732

 Wayne Adkinson                   100,000                .74%*
 20874 US Hwy. 331
 Freeport, FL   32439

 Scott D. Clark                    65,300                .48%
 655 W. Morse Blvd., Ste. 212
 Winter Park, FL   32789

 Robert Early                      20,030                .15%
 2500 S. Willis, Ste. 200
 Abilene, TX   79605

 Hugh W. Harling, Jr.              12,900                .10%
 746 Florida Blvd.
 Altamonte Springs, FL   32701

 Karen Lee                         22,208                .16%
 104 Fossil Court
 Springtown, Texas  76082


                                     21

(Continued)
                              # of Shares
    Name and Beneficially                           Percent of
  Address of Stockholder           Owned               Class
-------------------------     ------------         -----------
 William Rigsby                   321,000               2.37%
 2958 Division Street
 Oviedo, FL   32765

All directors and officers as   5,765,558              42.59%
   group (7 persons)

 Chad Adkinson                    100,000                .74%*
 814 Site C-6 Road
 Freeport, FL   32439

 Mike Adkinson                  4,300,000              31.76%*
 502 Greenway Cove
 Niceville, FL   32578

Note: The stockholders identified in this table have sole voting and
investment power with respect to the shares beneficially owned by them, with
the exception of those marked with an asterisk (see next paragraph).

* A voting agreement exists among Larry and Patricia White, Wayne Adkinson,
Chad Adkinson and Mike Adkinson whereby all 9,724,120 shares (71.83%) are
voted the same.  The voting agreement provides that for a period of three
years Larry White has the power to direct the voting of the shares of
Whitemark's common stock held by each of the Adkinsons in the same manner
that Larry White votes his shares.  The only exception is that the Adkinsons
may direct Larry White's vote on the election of one individual to the board
of directors.

Changes in Control

No changes in control occurred during 2001.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Set forth below is a description of significant relationships and related
transactions between the Company and management during the year ended
December 31, 2001.

During 2000 the Company constructed an office building for Larry White that
the Company began leasing from him in November 2000 for its principal
offices.  The Company's lease obligations to be paid to Mr. White for this
4,400 square foot office space are $74,800 per year through 2005.

The Company has borrowed funds from officers and from a director for
development 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.  Balances at December 31, 2001 and 2000 totaled $18,484,126 and
$135,000.

                                     22

The Company is 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.  Such amounts are
generally recouped as the projects get underway.


ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K

       (a)  The following documents are filed as a part of this report or
       are incorporated by reference.

            Financial Statements - The following information has been
            included in response to Item 8.

                                                                         Page
          -  Report of Independent Certified Public Accountants           F-2
          -  Consolidated Balance Sheets                                  F-3
          -  Consolidated Statements of Operations                        F-4
          -  Consolidated Statements of Shareholders' Equity              F-5
          -  Consolidated Statements of Cash Flows                        F-6
          -  Notes to Consolidated Financial Statements                   F-7

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

       (b)  Reports on Form 8-K

              November 23, 2001  - Form 8-K for the acquisition of North
                Florida Consulting, Inc.
              January 23, 2002 - Form 8-K/Amendment for the acquisition of
                North Florida Consulting, Inc.


                                     23

<PAGE>
                            SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


Date:   April 2, 2002                                By:   /s/   LARRY WHITE
                                                        ---------------------
                                                          Larry White
                                                          President

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             Chairman of the Board            April 2, 2002
--------------------------
Larry White                    and President



 /s/ ROBERT EARLY             Chief Financial                 April 2, 2002
--------------------------
Robert Early                      Officer



 /s/ SCOTT D. CLARK               Director                    April 2, 2002
--------------------------
Scott D. Clark



 /s/ HUGH W. HARLING, JR.         Director                    April 2, 2002
--------------------------
Hugh W. Harling, Jr.



 /s/ KAREN LEE                    Director                    April 2, 2002
--------------------------
Karen Lee

                                     24



                WHITEMARK HOMES, INC. AND SUBSIDIARIES

              INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                         Page

    Independent Auditors' Report  . . . . . . . . . . . . . . . . . . . . F-2

    Consolidated Balance Sheets as of December 31, 2001 and 2000  . . . . F-3

    Consolidated Statements of Operations for the years ended
              December 31, 2001, 2000 and 1999  . . . . . . . . . . . . . F-4

    Consolidated Statements of Stockholders' Equity for the
              years ended December 31, 2001, 2000 and 1999. . . . . . . . F-5

    Consolidated Statements of Cash Flows for the years ended
              December 31, 2001, 2000 and 1999  . . . . . . . . . . . . . F-6

    Notes to Consolidated Financial Statements  . . . . . . . . . . . . . F-7




                                    F-1




                     INDEPENDENT AUDITORS' REPORT



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


    We have audited the accompanying consolidated balance sheets of
Whitemark Homes, Inc. (a Colorado corporation) and subsidiaries as of
December 31, 2001 and 2000 and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years
in the period ended December 31, 2001. These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

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

    In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Whitemark Homes, Inc and subsidiaries as of December 31, 2001 and 2000 and
the consolidated results of their operations and cash flows for  each of
the three years in the period ended December 31, 2001, 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
March 8, 2002





                                    F-2

                WHITEMARK HOMES, INC. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS
                   As of December 31, 2001 and 2000




                                                   2001             2000
                                               -----------       -----------
ASSETS
  Land and home inventory                      $81,799,980       $ 7,925,304
  Cash                                             605,825           187,194
  Accounts receivable                            1,257,529            86,083
  Prepaid expense                                   77,335            98,414
  Notes receivable                                 524,139                -
  Note receivable - related party                  162,746                -
  Other assets                                   2,479,450           558,040
                                               -----------       -----------
  TOTAL ASSETS                                 $86,907,004       $ 8,855,035
                                               ===========       ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Notes payable                                $36,214,701       $ 6,579,829
  Notes payable - related party                 18,138,151           135,000
  Accounts payable                              1,694,200            502,488
  Accrued expenses                                837,738             68,875
  Deferred tax liability                        12,108,000                -
                                               -----------       -----------
            Total Liabilities                   68,992,790         7,286,192
                                               -----------       -----------

Commitments and Contingencies

Stockholders' Equity
  Common stock ($.001 par value, 100,000,000
    shares authorized, 13,402,272 and
    8,174,791 shares issued and outstanding,
    respectively)                                   13,402             8,175
  Additional paid in capital                    17,896,167         1,856,919
  Retained earnings/(deficit)                        4,645          (296,251)
                                               -----------       -----------
       Total Stockholders' Equity               17,914,214         1,568,843
                                               -----------       -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $86,907,004       $ 8,855,035
                                               ===========       ===========




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

               WHITEMARK HOMES, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF OPERATIONS
       For the Years Ended December 31, 2001, 2000, and 1999





                                             2001        2000          1999
                                         -----------  -----------  -----------
Sales                                    $11,358,132  $12,161,679  $13,395,922

Cost of sales                              8,420,395   10,001,469   11,001,118
                                         -----------  -----------  -----------
  Gross profit                             2,937,737    2,160,210    2,394,804

Selling, general and
   administrative expenses                 2,050,490    2,075,016    1,355,793
                                         -----------  -----------  -----------
    Income from Operations                   887,247       85,194    1,039,011

Other Income/(Expense)
  Equity in income/(loss) of
    equity method investee                       905     (204,621)          -
  Interest expense                          (475,538)    (564,808)    (637,882)
                                         -----------  -----------  -----------
Income/(loss) before income taxes            412,614     (684,235)     401,129

  Income taxes                               111,718           -            -
                                         -----------  -----------  -----------
   Net Income/(Loss)                     $   300,896  $  (684,235) $   401,129
                                         ===========  ===========  ===========

Net income/(loss) per common share       $      0.03  $     (0.13) $      0.15
                                         ===========  ===========  ===========
Weighted average shares outstanding -
  basic and diluted                        8,976,549    5,180,055    2,603,791
                                         ===========  ===========  ===========





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

<TABLE>
                            WHITEMARK HOMES, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                     For the Years Ended December 31, 2001, 2000, and 1999
<CAPTION>
                                                                                                Accumulated
                                                                                                 Other Com-
                                                            Preferred Stock          Additional  prehensive
                                    Common Stock        Series A         Series B      Paid In      Income/   Retained
                                  Shares     Amount    Shares Amount   Shares Amount   Capital       (Loss)    Earnings    Total
                                ----------  --------   -----  ------   -----  ------  ----------   ---------  ---------  ----------
<S>                             <C>        <C>        <C>    <C>      <C>    <C>     <C>          <C>        <C>        <C>
Balances at 01/01/99             2,603,791  $  2,604   1,244  $  124   1,032  $  103  $   (2,830)  $      -   $ 200,879  $  288,127

Distributions                           -         -       -       -       -       -           -           -     (64,749)    (64,749)
Net income                              -         -       -       -       -       -           -           -     401,129     401,129
                                ----------  --------   -----  ------   -----  ------  ----------   ---------  ---------  ----------
Balances at 12/31/99             2,603,791     2,604   1,244     124   1,032     103     (2,830)          -     624,506     624,507

Recapitalization to effect
  reverse acquisition                   -         -       -       -       -       -     852,663      (59,234)        -      793,429
Distributions                           -         -       -       -       -       -          -      (236,522)        -     (236,522)
Convert preferred to common         22,760        23   1,244)   (124) (1,032)   (103)       204           -          -           -
Stock issued under DRP program      14,340        14      -       -       -       -      22,898           -          -       22,912
Stock issued under S-8
  registration                     242,600       243      -       -       -       -     130,095           -          -      130,338
Restricted stock issued for
  property                       4,700,000     4,700      -       -       -       -     635,105           -          -      639,805
Restricted stock issued for
  services                         580,500       580      -       -       -       -     202,595           -          -      203,175
Restricted stock issued for cash    10,800        11      -       -       -       -      16,189           -          -       16,200
Unrealized appreciation on
 investments available for sale         -         -       -       -       -       -          -        59,234         -       59,234
Net loss                                -         -       -       -       -       -          -            -    (684,235)   (684,235)
                                ----------  --------   -----  ------   -----  ------  ----------   ---------  ---------  ----------
Balances at 12/31/00             8,174,791     8,175      -       -       -       -    1,856,919          -    (296,251)  1,568,843

Stock issued under DRP program      30,599        31      -       -       -       -       40,508          -          -       40,539
Stock issued under S-8
  registration                      75,495        75      -       -       -       -      102,415          -          -      102,490
Restricted stock issued for
 acquisition of the NFC group    5,000,000     5,000      -       -       -       -   15,816,284          -          -   15,821,284
Restricted stock issued for
  services                         121,387       121      -       -       -       -       80,041          -          -       80,162
Net Income                              -         -       -       -       -       -           -           -     300,896     300,896
                                ----------  --------   -----  ------   -----  ------  ----------   ---------  ---------  ----------
Balances at December 31, 2001   13,402,272  $ 13,402      -   $   -       -   $   -  $17,896,167   $      -   $   4,645 $17,914,214
                                ==========  ========   =====  ======   =====  ======  ==========   =========  =========  ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
                                    F-5

                 WHITEMARK HOMES, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF CASH FLOWS
         For the Years Ended December 31, 2001, 2000, and 1999


                                             2001         2000        1999
                                         -----------  -----------  -----------
Cash Flows from Operating Activities:
  Net income/(loss)                      $   300,896  $  (684,235) $   401,129
  Adjustments to reconcile net income/
   (loss) to net cash flows from
   operating activities:
     Depreciation and amortization            33,982           -            -
     Deferred income tax benefit             (24,638)          -            -
     Services acquired with stock            182,652      333,513           -
     Other income from reorganization             -       (51,823)          -
     Equity in (income)/loss of equity
       method investee                          (905)     204,621           -
  Changes in operating assets and
   liabilities:
     Land and home inventory              (4,798,325)    (393,025)     486,647
     Accounts receivable                     511,254       91,737       31,381
     Prepaid expenses                         21,079      192,169       88,146
     Other assets                           (590,208)      26,406      (61,855)
     Accounts payable                        215,265     (523,718)     138,803
     Accrued expenses                        768,863      (77,652)    (183,581)
                                         -----------  -----------  -----------
Net cash provided/(used) by
    operating activities                  (3,380,085)    (882,007)     900,670

Cash Flows from Investing Activities:
  Investment in notes receivable             603,839           -            -
  Purchases of property and equipment        (44,445)          -            -
                                         -----------  -----------  -----------
Net cash provided by investing activities    559,394           -            -

Cash Flows from Financing Activities:
  Proceeds from notes payable             15,661,693   10,042,124    9,152,801
  Repayment of notes payable             (12,080,264)  (9,056,894)  (9,957,845)
  Loans from stockholders                         -        97,025           -
  Repayment of loans from stockholders            -            -      (202,052)
  Proceeds from stock issuance                40,539       39,112           -
  Costs of acquisitions, net of cash
    received                                (382,646)       3,169           -
  Distributions                                   -      (236,522)     (64,749)
                                         -----------  -----------  -----------
Net cash provided/(used) by financing
   activities                              3,239,322      888,014   (1,071,845)
                                         -----------  -----------  -----------
  Net increase/(decrease) in cash            418,631        6,007     (171,175)
Cash and cash equivalents at
   beginning of year                         187,194      181,187      352,362
                                         -----------  -----------  -----------
Cash and cash equivalents at end of year $   605,825  $   187,194  $   181,187
                                         ===========  ===========  ===========
Supplemental Disclosures:

     See Note 4

The accompanying notes are an integral part of these financial statements.
                                    F-6

                       WHITEMARK HOMES, INC.

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  December 31, 2001, 2000, and 1999


NOTE 1:   GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.  As discussed at Note 2, 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.  Information for periods prior to
April 1, 2000 is for the Whitemark group.  Information for the period from
April 1, 2000 through September 30, 2001 presents the consolidation of the
Registrant and the Whitemark group. On October 1, 2001, the Registrant
acquired North Florida Consulting, Inc. and certain related entities (the
"NFC group") as an expansion of its business.  (See Note 3.)  Information
for the period from October 1, 2001 through December 31, 2001 includes the
consolidation of all of these entities.

The consolidated entity is engaged in residential development and home
construction in the Central and North Florida areas.  With the acquisition
of the NFC group, the Company has entered into the development and
construction of high-rise residential resort properties.

PRINCIPLES OF CONSOLIDATION:   The consolidated financial statements include
the accounts of Whitemark Homes, Inc. and its subsidiaries ("the Company").
All significant intercompany balances and transactions have been eliminated.
The Company's consolidated subsidiaries at December 31, 2001 include
Whitemark Homes of Florida, Inc. and its subsidiary, Home Funding, Inc., and
North Florida Consulting, Inc.  and its related entities.

The Company's financial statements consist of activities carried on directly
and through other entities that are majority owned by the Company or
controlled through acquisition options.  This arrangement is utilized to
segregate activities and limit the umbrella liability of the Company.  The
Whitemark group consists of the following entities: Whitemark Homes of
Florida, Inc.; Home Funding, Inc.; and Fox Glen Limited Partnership.  The
NFC group consists of wholly owned companies, companies for which there
exists non revocable options to purchase the stock/ ownership interest, and
the entities owned by them.  The wholly owned entities are North Florida
Consulting, Inc.; Troon Development Corporation; Magnolia Landing
Development, Inc.; Destin Parks, Inc.; LPG, Inc.; Sunshine Development
Group, Inc.; Sea Oat Properties, Inc.; Panhandle Development, Inc.; and
Emerald Beach Corporation. As of December 31, 2001, the Company holds
options to acquire the ownership interest from certain individuals and
entities of the following entities:   Torel, Inc.; Concourse, Inc.; BGW
Properties, Inc.; University, Inc.; Alstar Development Group, Inc.;
Muirfield Development Corporation; Emerald Sea Development, Inc.; Gulf
Development Properties, Inc.; and Southern Strand Development, Inc.  The
ownership interests of the following entities are held by the companies
above:  Cabana Cove, LLC; Cabana Beach Club, LLC; Alstar Enterprises, LLC;

                                    F-7

Cypress Breeze, LLC; Gulf Development Properties, LLC; and Long Point Cove,
LLC.  One-half of the ownership interest in Cabana Cay, LLC is owned by the
companies above.  The activities and assets of these entities have been
combined due to common majority ownership, contractual or direct.  All
significant intercompany accounts and transactions have been eliminated.

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, purchase options, 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
Standard (SFAS) No. 121, "Accounting for Impairment of Long-Lived Assets."
Under SFAS 121, long-lived assets and certain intangibles are reported at
the lower of cost or estimated recoverable amounts.

EQUITY METHOD INVESTEES:   The equity method of accounting is used when the
Company owns 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.

REVENUE RECOGNITION:   Revenue from projects is recognized under the
completed contract method, i.e. revenues and costs are deferred until the
contract is completed and accepted by the customer.  Management uses this
method because total costs on jobs cannot be accurately estimated.  Homes
are sold pursuant to standard contracts and revenue from home sales is
recognized only when closing occurs.

The Company recognizes revenue from all land development activities in
accordance with Statement of Financial Accounting Standards No. 66. Direct
costs are capitalized into land development costs.  Interest and property
taxes are capitalized as land development costs until projects reach
substantial completion.  Upon completion of the development phase, interest
and property taxes are directly expensed.

INCOME 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.

                                    F-8

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.

USE OF ESTIMATES:   The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities, and the
reported amounts of revenues and expenses in the financial statements.
Actual results could differ from those estimates.

RECLASSIFICATIONS:   Certain items included in prior years' financial
statements have been reclassified to conform to current year presentation.

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

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


NOTE 2:   SIGNIFICANT TRANSACTIONS EFFECTING THE REGISTRANT DURING 2000

Disposition of Oil and Gas, Salt Water Disposal, Sand and Gravel Businesses
and Other Activities

In a measure approved by stockholders at the Registrant's annual meeting on
June 17, 2000 and made effective April 1, 2000, the Registrant entered into
an exchange with Kenneth Owens, its former President, for all of his shares
of Class B Preferred stock.  At that time, Mr. Owens controlled
approximately 40% of the allowable votes of the Registrant.  In this
transaction, all of the oil and gas, the remaining salt water disposal, and
all of the sand and gravel assets along with certain other properties were
transferred to Mr. Owens along with the existing subsidiaries.  The
remaining financial assets and administrative accounts payable were
transferred to a newly created corporation, Golden Square Industries, Inc.
(GSI), of which Mr. Owens received 60% ownership and the Registrant retained
40%.

Acquisition of the Whitemark Group

Simultaneous with the exchange described above, the Registrant acquired the
Whitemark group as approved by the stockholders.  In this transaction,
Whitemark Florida's stockholders received a total of 1,067,520 shares of the
Company's common stock in exchange for 100% of Whitemark Florida's
outstanding shares.  Additionally, on June 30, 2000, the Board of Directors
approved the acquisition of development land inventories with projected
revenue potential of $34,000,000 from entities controlled by Larry White,
the current President of the Company, in exchange for 4,500,000 common
shares.


                                    F-9

Due to the control that transferred to the stockholders of Whitemark Florida
coupled with the discontinuance of the Registrant's previous business, this
acquisition was accounted for as a reverse acquisition using the purchase
method of accounting.  In connection with the transaction, the Company
acquired assets with an estimated fair value of $35 million and assumed
liabilities with a fair value of $7 million.  However, due to the change in
control and the reverse acquisition accounting treatment, the basis in
assets and liabilities are reported on the Company's books at their
carryover basis on the books of Whitemark and in the hands of other
controlled entities rather than at fair value. Additionally, as mentioned
above, because of the reverse acquisition accounting, the historical
financial statements of Whitemark Florida became the historical and
continuing financial statements of the Registrant.  The remaining assets of
the Registrant were treated as the acquired assets and were recorded at fair
value.

Results of operations of the Registrant are included in the accompanying
consolidated financial statements for the all periods after April 1, 2000.


NOTE 3:   SIGNIFICANT TRANSACTION EFFECTING THE REGISTRANT DURING 2001

On October 1, 2001, the Company acquired North Florida Consulting, Inc.
("NFC") and its related entities (the "NFC group").  This acquisition
greatly increased the Company's number of projects in process.  The Company
issued 5,000,000 common shares to owners of the NFC group in exchange for
100% of the outstanding shares of the common stock of these corporations
under a shareholder-approved plan of merger.  In the merger, the Company has
recorded adjustments based on fair values to recognize its cost in the
acquisition. The following table presents the summarized historical
combining balances of the NFC group at October 1, 2001, as well as the fair
value amounts.

                                               Historical           Fair
                                                  Cost             Values
                                               -----------       -----------
     Land and home inventory                   $35,520,820       $67,576,351
     Accounts and notes receivable               2,973,423         2,973,423
     Cash                                          248,960           248,960
     Other assets                                1,447,370         1,319,833
                                               -----------       -----------
          Total Assets                          40,190,573        72,118,567
                                               -----------       -----------
     Accounts payable and accrued expenses         976,447           976,447
     Notes payable                              42,556,592        42,556,592
     Deferred taxes                                     -         12,132,638
                                               -----------       -----------
          Total Liabilities                     43,533,039        55,665,677
                                               -----------       -----------
         Net Equity                            $ 3,342,466       $16,452,890
                                               ===========       ===========

The NFC group develops, designs, and constructs residential and commercial
properties.  This group consists of the entities set forth under "principles
of consolidation" under Note 1.   NFC also holds options to acquire the
following real estate projects:  San Luis Pass of Galveston, Texas; Long


                                    F-10

Point Cove of Panama City, Florida; Seclusion Bay of Santa Rosa Beach,
Florida; Destin Cay of Destin, Florida; Pleasant Ridge Estates of Defuniak
Springs, Florida; Ridgecrest Estates of Crestview, Florida; Cabana Cove of
Panama City, Florida; and Royal Sonesta of Houston, Texas.


NOTE 4:   SUPPLEMENTAL CASH FLOW DISCLOSURES

                                            2001         2000         1999
                                         -----------  -----------  -----------
  Cash paid for interest                 $ 1,328,855  $   885,395  $   560,156
  Cash paid for income taxes                      -            -            -

Non-cash Investing and Financing Activity:
  Interest on notes payable capitalized
     into land and home inventory        $ 1,236,289  $    74,000  $   216,574
  Reduction of note payable for
     participating interest                       -       877,885      547,381
  Stock issued for land and home
     inventory                                    -       639,805           -
  Stock issued under S-8 registration        102,490      125,213           -
  Restricted stock issued for services        80,162      203,175           -

Additionally, stock was issued for the assets and liabilities of the NFC
group as described in Note 3.


NOTE 5:   LAND AND HOME INVENTORY

Land and home inventory consists of the following at December 31, 2001 and 2000:

                                                   2001             2000
                                               -----------       -----------
  Project development and construction costs   $ 9,007,960       $ 4,931,351
  Home construction costs                        6,997,302         2,993,953
  Options to purchase land                      18,115,518                -
  Land cost                                     47,679,200                -
                                               -----------       -----------
                                               $81,799,980       $ 7,925,304
                                               ===========       ===========

Options to purchase land are valued at the excess of the fair market value
of the individual properties over their respective option prices.  The
Company has the option to purchase these properties at amounts ranging from
45% to 99% of their appraised value and expects to exercise them during
2002.  These options were acquired through the business combination with the
NFC group as discussed in Note 3 and were included in the value of the NFC
group for purposes of determining the value assigned to the shares of
Whitemark issued in the transaction.  Based on future circumstances or
events, the Company may elect not to exercise certain options or the options
may expire before financing can be obtained.  The Company will re-evaluate
the value assigned to the options and adjust the value, if necessary, when
the future events occur.

NOTE 6:   EQUITY METHOD INVESTMENTS

As disclosed in Note 2, a 40% equity interest was retained in GSI.  Since
this investment is less than 50% and the Company has no control over the

                                    F-11

activities of GSI, it is carried on the equity basis.  GSI's primary assets
are cash, marketable securities, receivables, and property and equipment as
presented in the following summarized financial statements.

                       Summarized Balance Sheet
                          December 31, 2001

     Cash and cash equivalents                           $   15,014
     Marketable securities (net)                            395,021
     Accounts receivable-related parties                    921,119
     Property and equipment (net)                           594,833

     Accounts and accrued payables                          (12,360)
                                                         ----------
     Net Equity                                          $1,913,627
                                                         ==========
                  Summarized Statement of Operations
                 For the Year Ended December 31, 2001

     Revenue                                             $  133,828
     Net realized and unrealized loss on investments        (23,751)
     Selling, general and administrative expenses          (103,746)
     Interest and dividend income                             4,016
     Interest expense                                        (7,833)
                                                         ----------
           Net Income                                    $    2,514
                                                         ==========

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, this the terms of this borrowing have been deemed to be usurious by
management and no further reductions will be made.  The Company intends to
defend its position if GSI asserts otherwise.

NOTE 7:   NOTES PAYABLE

Notes payable consists of the following at December 31, 2001 and 2000:

                                                   2001             2000
                                               -----------       -----------
Construction loans with banks and others-
  interest rates of 4.98% to 10.25% with
  interest due monthly, principal due as
  homes or properties are sold, secured
  by real estate                               $33,527,011       $ 5,059,795

Obligations to participation mortgage
  lender -payments due based on cash flows
  of the Fox Glen, Oak Park Glenbrook, and
  Bear Gully projects, secured by real
  estate and partnership interests               2,472,956         1,055,616

Other loans                                        214,734           464,418
                                               -----------       -----------
                                               $36,214,701       $ 6,579,829
                                               ===========       ===========

                                    F-12

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                      $18,138,151       $   135,000
                                               ===========       ===========

The obligations to a participation mortgage lender consist of $2,472,956 and
$1,055,616 of mortgage principal at December 31, 2001 and 2000.

Interest cost totaled $1,711,827, $959,395, and $967,947 in 2001, 2000, and
1999, respectively.  These amounts include capitalized interest of
$1,236,289, $394,587, and 330,067 in 2001, 2000, and 1999, respectively.


NOTE 8:   LEASES

The Company leases office equipment under noncancellable operating leases.
The Company also leases its office building from a related party (see Note
9).  Future annual minimum rental commitments under all long-term operating
leases are as follows:

                  2002                                    $ 106,451
                  2003                                      106,966
                  2004                                       82,646
                  2005                                       74,800
                  2006                                        6,233
                                                          ---------
                                                          $ 377,096
                                                          =========

Rent expense for 2001, 2000, and 1999 under all operating leases was
$126,323, $38,676, and $6,000, respectively. The Company began subleasing a
portion of its corporate office building in December 2000.  Future minimum
sublease payments to be received are $31,824 annually for the years 2002 and
2003.


NOTE 9:   RELATED PARTY TRANSACTIONS

During 2000, as discussed in Note 2, the Company transferred significant
assets (oil and gas assets, oilfield service assets, real estate, and the
substantially of its financial assets) to Kenneth Owens, its former
president, in exchange for his preferred stock.  Simultaneously with that
transaction, the Company issued common stock to the stockholders of
Whitemark Florida to acquire that entity.  Larry White, the primary owner of
Whitemark Florida was then elected president of the Company.  This resulted
in a transfer of control of the Company from Kenneth Owens to Larry White.
Subsequent to this transfer, the Board of Directors approved the acquisition
of development properties from Larry White and other entities within his
control in exchange for the issuance of 4,500,000 common shares.

As presented in the balance sheet,  statement of cash flows, and at Note 8,
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 on
sale of the project.  Balances at December 31, 2001 and 2000 totaled
$18,484,126 and $135,000.

                                    F-13

The Company is due amounts from related parties for various costs incurred
with regard to properties owned by them in anticipation of further
development of these properties by the Company.  Such amounts are generally
repaid as the projects get underway.

The Company moved its offices to a building owned by Larry White during
November 2000.  Lease obligations for this building are approximately $6,200
monthly through December 2005.


NOTE 10:   STOCK TRANSACTIONS

The Company issued 30,599 common shares during 2001 under its Dividend
Reinvestment Plan and Stock Purchase Plan for proceeds of $40,539.

During August and October 2001, the Company issued 75,495 shares valued at
$102,490 under its existing S-8 registration and 19,387 restricted shares
valued at $16,616 to employees and consultants for services rendered.
Directors were issued 2,000 restricted shares valued at $1,046 as directors'
fees.  In acquiring the NFC group, the Company issued 5,000,000 restricted
shares valued at $15,821,284 to the owners of the NFC group and 100,000
restricted shares valued at $62,500 to consultants involved in the
transaction.

During October 2000, the Company issued 120,000 restricted common shares and
80,000 S-8 shares as partial consideration in conjunction with its
acquisition of a development property.  During November 2000, the Company
issued 4,100 S-8 shares to consultants in exchange for public relations and
engineering services.

During December 2001, the Company issued 1,153,077 restricted common shares
as collateral for a $1.5 million loan taken down to exercise one of the
development options acquired in the acquisition of NFC.  The shares are not
included as outstanding shares and are not included in the calculation of
earnings per share.  The share certificate is being held by an escrow agent
pending payment or default under the terms of the loan.  The Company intends
to repay the loan through other financing so that these shares will not be
delivered to the lender.  Should the Company fail to repay the loan and the
shares be delivered to the lender, they will, at that point, become
outstanding and dilutive.


NOTE 11:   STOCK COMPENSATION PLAN

In September 1998, the Company filed an S-8 registration statement
registering 200,000 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 will allow these service
providers to acquire proprietary interests in the Company in exchange for
their services.  These interests would provide incentives for high levels of
service.  No shares were issued under the Plan during 1999.  During 2000,
the Board approved the issuance of 203,350 S-8 shares to employees and
consultants.  The Board approved the issuance of 75,495 S-8 shares to
employees and consultants during 2001.  There are currently 1,905 registered
S-8 shares still available for use through the plan.

                                    F-14

In addition, the Board approved the issuance of 119,387 and 288,750
restricted common shares to employees and consultants during 2001 and 2000,
respectively.


NOTE 12:   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
$19,893 and $11,016 for the years ended December 31, 2001 and 2000,
respectively, which represents a match of the participants' contributions up
to the lesser of 3% of a participant's wages or a maximum contribution of
$6,500 and $6,000 per participant in the respective years.


NOTE 13:   EARNINGS PER SHARE

The following table sets forth the computation of basic earnings per common
share (EPS) for the years ended December 31, 2001, 2000, and 1999.

                                             2001         2000        1999
                                         -----------  -----------  -----------
Numerator:
  Net income/(loss)                      $   300,896  $  (684,235) $   401,129

Denominator:
  Weighted average shares outstanding      8,976,549    5,180,055    2,603,791

Earnings/(loss) per share:
  Basic:                                 $      0.03  $     (0.13) $      0.15

NOTE 14:   INCOME TAXES

Prior to April 1, 2000, Whitemark Florida was an S corporation under Section
1361(a) of the Internal Revenue Code. This S corporation election was
terminated for the companies in the group at that time, due to their
acquisition of Whitemark Florida by the Registrant.  At April 1, 2000, the
companies became part of an affiliated group that files a consolidated
income tax return.  S corporations generally do not incur income tax because
of their passthrough nature.  Therefore, no provision for income tax expense
is presented for the year ended December 31, 1999.  During the year ended
December 31, 2000, the affiliated group experienced a consolidated net loss.
Therefore, no provision for income tax expense or benefit is reflected in
the accompanying consolidated financial statements for that period.

The components of the provision for income taxes were as follows for the
years ended December 31, 2001 and 2000:

                                                   2001             2000
                                               -----------       -----------
  Current federal income taxes                 $   109,337       $        -
  Current state income taxes                        27,019                -

  Current income tax expense                       136,356                -
  Deferred tax expense/(benefit)                   (24,638)               -
                                               -----------       -----------
     Total income taxes                        $   111,718       $        -
                                               ===========       ===========
                                    F-15

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

Deferred tax assets and liabilities consist of the following at December 31,
2001 and 2000:

                                                   2001             2000
                                               -----------       -----------
  Deferred federal tax liability               $10,855,518       $        -
  Deferred state tax liability                   1,277,120                -
                                               -----------       -----------
     Total deferred tax liabilities             12,132,638                -
                                               -----------       -----------

  Deferred federal tax asset                        22,202           239,482
  Deferred state tax asset                           2,436                -
  Less valuation allowance                              -           (239,482)
                                               -----------       -----------
     Total deferred tax assets                      24,638                -
                                               -----------       -----------
  Net deferred tax liability                   $12,108,000       $        -
                                               ===========       ===========

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 (no taxes were applicable for 1999 or 2000):

                                                             2001
                                                          ---------
  Taxes computed at U.S. statutory rates                  $ 140,289
  Increases/(decreases) in taxes resulting from:
     Net operating loss carryforward                        (17,527)
     Non deductible equity in unconsolidated subsidiary      12,918
     State income taxes (net of federal taxes)               (9,186)
     Tax refunds                                            (18,644)
     Other                                                    3,868
                                                          ---------
  Provision for income taxes                              $ 111,718
                                                          =========






                                    F-16