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

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2002

                                       or

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

                          Commission file number 0-8301

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

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

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

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

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

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

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

The aggregate market value of common equity held by non-affiliates of the
registrant was $2,455,932 as of March 31, 2003, based on the price of the common
stock, $.001 par value, of the registrant, ($.35 per share) at the close of the
market on that day.

The number of shares outstanding of the registrant's common stock on March 31,
2003 was 17,081,477.

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                              Whitemark Homes, Inc.
             Form 10-KSB for the fiscal year ended December 31, 2002

                                TABLE OF CONTENTS

                                                                            Page

 PART I

      Item 1.    Business     .     .     .     .     .     .     .     .     3
      Item 2.    Properties   .     .     .     .     .     .     .     .     7
      Item 3.    Legal Proceedings  .     .     .     .     .     .     .     7
      Item 4.    Submission of Matters to a Vote of Security Holders    .     11


 PART II

      Item 5.    Market for Registrant's Common Equity and Related
                   Stockholder Matters    .     .     .     .     .     .     11
      Item 6.    Management's Discussion and Analysis of Financial
                   Condition and Results of Operations      .     .     .     13
      Item 6a.   Quantitative and Qualitative Disclosure About Market
                   Risk .     .     .     .     .     .     .     .     .     17
      Item 7.    Financial Statements and Supplementary Data      .     .     17
      Item 7a.   Selected Financial Data  .     .     .     .     .     .     18
      Item 8.    Changes in and Disagreements with Accountants on
                   Accounting and Financial Disclosure      .     .     .     18


 PART III

      Item 9.    Directors and Executive Officers of the Registrant     .     18
      Item 10.   Executive Compensation   .     .     .     .     .     .     21
      Item 11.   Security Ownership of Certain Beneficial Owners
                   and Management   .     .     .     .     .     .     .     23
      Item 12.   Certain Relationships and Related Transactions   .     .     24
      Item 13.   Controls and Procedures  .     .     .     .     .     .     25
      Item 14.   Exhibits, Financial Statement Schedules, and Reports
                   on Form 8-K      .     .     .     .     .     .     .     27
                   Signatures .     .     .     .     .     .     .     .     29


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

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                              Whitemark Homes, Inc.

                                     PART I

ITEM 1.  BUSINESS

(a)  General Development of Business

Whitemark Homes, Inc. (the "Company" or "WTMK" or "Whitemark") was incorporated
under the name Golden Triangle Royalty & Oil, Inc. on July 30, 1975 under the
laws of the State of Colorado. The Company was organized primarily to acquire
and hold royalties on oil and gas properties. During 1996 the Company's name was
changed to Golden Triangle Industries, Inc. On June 17, 2000, the Golden
Triangle shareholders approved the purchase of Whitemark Homes, Inc., a
respected private company with a long term business plan, significant assets,
revenues and net income. It was determined that, after the acquisition, the
Company's business would be strictly that of Whitemark, and that the oil, gas
and other extractive businesses would be sold. Therefore, in June 2001 the name
of the Company was changed to Whitemark Homes, Inc. to reflect the new business
direction. Whitemark has been in the business of developing and constructing
high quality residential communities for the past twenty years, with an emphasis
on customer satisfaction. Whitemark's business includes the purchase and
development of lots through the construction and sale of single family homes,
including designing, building, 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 and
guaranteed certain indebtedness of NFC and its majority stockholders to complete
the acquisition. During the year ended December 31, 2001 the company's assets
increased from $10.5 million to $87 million and stockholders' equity increased
from $1 million to $18 million. NFC specializes in construction of five-star
resort properties and upscale homes, including single-family and condominium
units.

With the acquisition of the NFC group, the Company entered into the development
of high-rise residential resort properties. However, although WTMK and NFC have
completed the aforementioned acquisition, on April 18, 2003 the acquisition was
effectively rescinded and the respective entities will no longer be related to
the Company subsequent to the effective date of the Global Settlement Agreement
(see Part I, Item 3, Legal Proceedings for further detail). As a result, WTMK
will recognize impairment on the assets at December 31, 2002 which will no
longer be consolidated on the WTMK financial statements as of April 18, 2003.
WTMK will continue to develop real estate within the state of Florida, as well
as formulate a new business plan for growth and market expansion.

(b)  Financial Information About Segments

In the fiscal year ended December 31, 2002, 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 Part II, Item 7a, Selected Financial Data).

(c)  Narrative Description of Business

Construction and Development

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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 $75,000 to over $800,000, and is involved in all aspects of the
business, including land acquisition, site planning, preparation and improvement
of land, as well as the design, construction, marketing, and financing of the
homes. In 2002, 78 homes were delivered in 5 communities. Each community offers
several different floor plans for buyers to choose from.

Sales of the Company's homes are generally made pursuant to a standard contract.
The contract includes a financing contingency which permits the customer to
cancel in the event mortgage financing at prevailing interest rates (including
financing arrangements by the Company) is unobtainable within a specified
period. The Company reports an undelivered home sale as part of its backlog upon
execution of the presales and sales contract, as well as receipt of the down
payment. As it relates to single-family homes, revenue is recognized only upon
the closing and delivery of a home to the homebuyer. The Company estimates that
the average period between the execution of a purchase agreement for a home and
final delivery is approximately six months. Also, at times the Company will sell
land (lots) to homebuyers or other developers, at which time the revenue
recognition process is the same as if the Company were selling a single-family
home and is also included as part of the Company's backlog figures. The
Company's backlog at December 31, 2002 and 2001 was approximately $16,300,000
and $7,200,000, respectively. However, these backlog figures are exclusive of
any NFC presale information due to the aforementioned effective rescission (see
Part I, Item 3, Legal Proceedings for further detail). Reduction in backlog
figures do not necessarily mean that the backlog has been converted to revenue.
In addition, only a portion of the outstanding backlog will be converted to
revenue within the current fiscal year. As noted previously, presale backlog can
be adversely effected due to, but not limited to, the homebuyer's inability to
obtain financing or condominium buyers unwilling to convert a non-binding
presale contract to a binding sales contract.

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 consists of 266 home sites. 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 $175,000 to over $240,000. 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 approximately $55,000,000. To date, over 40 homes
have been sold for an approximate total of $7,900,000.

The Company also began development on Bear Gully Forest during 2001 in Orlando,
Florida, a 48 lot development with two villages. Bear Gully Forest is located in
prestigious Seminole County and maintains a Winter Park zip code. This zip code
ensures residents access to one of the best school systems in the state and
convenient access to extensive shopping areas. The community is composed of 48
home sites on two streets, Pat's Point and Bear Gully Road. Pat's Point is the

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location of 36 home sites ranging in price from $145,000 to $200,000, with the
remaining 12 home sites having an average sales price of $250,000. Within the
community lies 18 acres of pristine conservation areas. These conservation areas
coupled with the Seminole Trail, a cross country biking and walking path, will
ensure a natural setting for all homeowners.

Based on current presales and construction schedule, the Bear Gully Forest
community should be completely built and sold out by the end of year 2003. Total
revenues generated from this project will be approximately $9,500,000.

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 with only two home sites remaining to be sold.

A new project that started development in 2002 is Country Lake. Country Lake is
a subdivision located in East Orange County. The subdivision is a private, gated
community consisting of 110 acres on a pristine private lake with an exclusive
community use boat ramp. Lots range from one half acre to over 2 acres. The
project consists of a total of 46 lots, 16 of which are located on the lake
front. Home prices will range from $280,000 to over $600,000. Total project
revenues are projected to exceed $12,000,000. Development of the land and
infrastructure have been completed and the project is projected to be sold out
by the end of December 2004.

Another development started in 2002 is Little Creek. Little Creek is located in
a prime central location just minutes from Disney, Orlando International Airport
and an abundance of shopping, restaurants, hotels and other themed
entertainment. Little Creek is composed of 298 lots with sales prices ranging
from $122,000 to $172,000. In addition, Whitemark has established various
lending programs that provide qualified buyers up to $30,000 in down payment
assistance. Within the Little Creek development there are also two lakes with
lakefront lots available at a premium.

The Little Creek development will be built in two phases. Development on phase
one has begun and should be completed by September 2003. Gross revenues
associated with this project are projected to be approximately $35 million. The
majority of these revenues will be recognized over the next 36 months.

In addition to the properties mentioned above, The Company has several other
properties which have either been purchased or are currently under contract to
purchase. All of these properties are either in the due diligence or permitting
stage, but all have unique attributes and will be sold at various price points.
Press releases will be distributed once development dates have been established.

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; Pleasant Ridge in Defuniak Springs,
Florida, a single family subdivision with some commercial land; Cypress Breeze,
a single family housing subdivision in Santa Rosa Beach, Florida, only one half
mile north of the beach; and Muirfield I. All of these projects were in the
presale and development stage during 2002. However, on April 18, 2003, the
Company effectively rescinded the acquisition of North Florida Consulting, and
therefore, the Company will not benefit from any of the NFC properties
subsequent to April 18, 2003 (see Part I, Item 3, Legal Proceedings for further
detail).

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<PAGE>

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.

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 are given to preserving the natural setting of the land during the
planning and construction stages. Each lot is carefully cleared in order to keep
as many trees and natural vegetation as possible. Whitemark's attention to
detail and fine craftsmanship have garnered 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."

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.

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Competition

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

Regulation

The housing industry is subject to extensive regulatory requirements on the
local, state and federal level. The regulations are subject to frequent changes
that may increase construction costs. The Company must comply with various
rules, some of which relate to the environment, worker safety, advertising,
consumer credit, treatment of waste, building design, construction materials
that must be used, minimum elevation of properties and licensing, registration
and filing requirements. Local regulations include restrictive density and
zoning requirements limiting the number of homes that can be built within
certain boundaries. Environmental laws may result in delays, cause the Company
to incur substantial compliance costs and restrict development in certain
environmentally sensitive areas. Also, the climate and geology in some parts of
Florida 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 December 31, 2002 and April 30, 2003, the Company and its subsidiaries
employed 42 and 24 individuals, respectively (including the executive officers).
The decrease in individuals employed is solely related to the effective
rescission of the NFC acquisition on April 18, 2003 (see Part I, Item 3, Legal
Proceedings for further detail).

ITEM 2.  PROPERTIES

The Company leases its 4,400 square foot corporate office, located at 650 South
Central Ave., Ste. 1000, Oviedo, Florida, from Larry White, president of the
Company. Lease payments totaled approximately $71,000 and $68,000 in 2002 and
2001, respectively (see Part III, Item 12, Certain Relationships and Related
Transactions). Home Funding, Inc. leases office space from ASA, Ltd. located at
2700 Westhall Lane, #145, Maitland, Florida and paid approximately $24,000 and
$23,000 in 2002 and 2001, respectively. NFC leased 3,400 square feet for office
space, located at 40001 Emerald Coast Pkwy, Destin, Florida 32541, as well as an
additional 800 square feet for office space, located at 90 Spires Lane, Santa
Rosa Beach, Florida. Both of the spaces leased by NFC are leased from unrelated
parties. The Company believes its office space is adequate for its operations in
the next several years.

ITEM 3.  LEGAL PROCEEDINGS

Dispute of Money Owed

On October 30, 2002, Heller Financial, Inc. (Heller), a Delaware corporation,
named Whitemark at Fox Glen, LTD., a Florida limited partnership whose partners
are Fox Glen Management Corporation and Whitemark Homes, Inc. as a defendant in
a lawsuit alleging non-distribution of proceeds relating to a loan agreement in
an amount not less than $800,000. Whitemark is not disputing that money is owed
to Heller but is awaiting the results of the related project's financial audit
before agreeing on the final settlement amount. Heller's accountants are

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currently performing the financial audit of the subject project with the audit
expected to be completed this year. As of December 31, 2002, Whitemark has
accrued approximately $760,000 in a note payable to Heller associated with this
issue and believes that any increase in claim greater than this amount should be
immaterial. However, any claim greater than $760,000 as determined by the
project's financial audit could be contested by Whitemark.

Acquisition or Disposition of Assets

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

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

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

Other Events

Beginning on February 6, 2003, Whitemark Homes, some if its officers and
directors, and some of its wholly-owned subsidiaries had been involved in
related lawsuits arising from a business relationship with Michael Adkinson,
Wayne Adkinson and related entities. These lawsuits are described below. On or
about April 18, 2003, pursuant to the Global Settlement Agreement the parties
resolved all of these disputes. The settlement terms included the voluntary
dismissal of each lawsuit with prejudice with each party bearing its own fees
and costs, except to the extent that Whitemark Homes has agreed to pay $15,000
of closing costs incurred as a result of the conveyances contemplated by the
Global Settlement Agreement, and the disposition of certain real property and
shares of subsidiary entities. A summary of each of these dismissed actions is
set forth below.

Replevin Action

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On February 6, 2003, Whitemark Homes, and its wholly owned subsidiary, North
Florida Consulting, Inc., (collectively "Plaintiffs") filed a verified complaint
for replevin and injunctive relief ("Replevin Action") in the Circuit Court of
the First Judicial Circuit in and for Walton County, Florida (the "Court")
against Michael Adkinson. In the Replevin Action, Plaintiffs sought to obtain
possession of a hard-drive that allegedly was detained and removed by Michael
Adkinson, without authority or permission, and to enjoin Adkinson from removing
or destroying any other personal property of the Plaintiffs. On March 6, 2003,
the Court ordered that the hard-drive would be placed in the custody of a
third-party custodian to safeguard the hard-drive, and ordered that each party
could have access to the hard-drive and receive a copy of the information
contained on the hard-drive upon written request to the third-party custodian.
As part of the Global Settlement Agreement, ownership of the computer will be
conveyed to Michael Adkinson or his designee.

In response to the Replevin Action, Michael Adkinson, Wayne Adkinson and Chad
Adkinson filed a counterclaim on February 13, 2003, against Whitemark Homes and
North Florida Consulting, and a third-party complaint against Kenneth Larry
White, Mitchell Gordon, Scott D. Clark, Hugh Harling, Jr., as well as the
subsidiaries of North Florida Consulting. Messrs. White and Gordon are officers
and directors of Whitemark Homes and Messrs. Clark and Harling, Jr. are
directors of Whitemark Homes. In the counterclaim and third-party complaint, the
Adkinsons filed claims against Whitemark Homes for (1) breach of a joint venture
agreement; (2) breach of a guaranty and indemnity agreement; and (3) breach of a
security and funding agreement. The counterclaim and third-party complaint
included a claim against Whitemark Homes and Kenneth Larry White for fraud in
the inducement. The counterclaim and third-party complaint included claims
against Whitemark Homes, Kenneth Larry White, Mitchell Gordon, Scott D. Clark
and Hugh Harling, Jr., for (1) breach of fiduciary duties and (2) breach of
implied covenant of good faith and fair dealing. The counterclaim and
third-party complaint also includes claims for equitable lien and constructive
trust against all of the counter-defendants and third-party defendants, seeking
to impose equitable liens and constructive trusts on all properties held in the
names of the counter-defendants and third-party defendants. Lastly, the
Adkinsons asserted a claim for rescission against Whitemark Homes and its wholly
owned subsidiaries, in which the Adkinsons requested the Court to rescind the
various agreements that composed the alleged joint venture arrangement.

On or about March 25, 2003, Plaintiffs and the third-party defendants, with the
exception of Kenneth Larry White and Hugh Harling, Jr. (who at that time had not
been served with the Third Party Complaint), served Answers and Affirmative
Defenses to the counterclaim/third-party complaint. On April 14, 2002, Messers.
White and Harling served Answers and Affirmative Defenses to the third-party
complaint. In the Answers and Affirmative Defenses, the parties denied all
wrongdoing and asserted numerous defenses that bar the Adkinsons from
establishing liability and/or entitlement to damages.

On or about March 25, 2003, Plaintiffs and the third-party defendants, with the
exception of Messers. White, Gordon, Clark and Harling, filed a Counterclaim and
Additional Claims of Counter-Defendants and Third-Party Defendants against
Michael Adkinson, Chad Adkinson and Wayne Adkinson ("Counter-Counterclaim"). The
Counter-Counterclaim set forth claims for injunctive relief, breach of fiduciary
duties, slander of title and tortious interference with an advantageous business
relationship.

On or about April 21, 2003, pursuant to the Global Settlement Agreement, a joint
Stipulation for Voluntary Dismissal was served requesting that the Court dismiss
the Replevin Action, Counterclaim and Counter-Counterclaim with prejudice with
all parties to bear their own fees and costs. The Court has not taken any action
on the Stipulation.

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Derivative Action

On February 13, 2003, Michael Adkinson, Wayne Adkinson and Chad Adkinson
(collectively the "Derivative Plaintiffs"), in their derivative capacities as
shareholders on behalf of Whitemark Homes, filed a derivative action in the
Court against Whitemark Homes, Kenneth Larry White, Mitchell Gordon, Scott D.
Clark, Hugh Harling, Jr., and Margaret Older (the "Derivative Action").
Whitemark Homes was only a nominal defendant in this action; the Derivative
Plaintiffs purported to bring the Derivative Action on behalf of Whitemark
Homes. The claim against Kenneth Larry White, Mitchell Gordon, Scott D. Clark,
and Hugh Harling, Jr. was for breach of fiduciary duties. The Derivative Action
also contained a claim against all defendants for civil conspiracy in which the
Derivative Plaintiffs allege that the defendants conspired to breach their
fiduciary duties to Whitemark Homes.

On or about March 19, 2003, Margaret Older, Scott Clark, and Whitemark Homes
filed a motion to stay the case while a special litigation committee and its
independent legal counsel conduct an independent investigation of the
allegations made in the complaint. The motion to stay was amended on or about
April 2, 2003. On or about April 7, 2003, Messers. White, Harling and Gordon
filed a motion to join in and adopt the amended motion to stay.

On or about April 21, 2003, pursuant to the Global Settlement Agreement, a joint
Stipulation for Voluntary Dismissal was served requesting that the Court dismiss
the Derivative Action with prejudice with all parties to bear their own fees and
costs. The Court has not taken any action on the Stipulation.

Quiet Title Action

On March 10, 2003, Whitemark Homes, and its wholly owned subsidiaries, Muirfield
Development Corporation, Troon Development Corporation and North Florida
Consulting, Inc., and an unrelated party, Southeastern Consulting & Development
Company (collectively the "Quiet Title Plaintiffs"), filed a verified complaint
for declaratory relief and to quiet title against Michael Adkinson, Chad
Adkinson, Wayne Adkinson, Castle Development Properties, Inc. and Gulf
Destination Enterprises, Inc. seeking to declare certain allegedly invalid
mortgages and to quiet title on two parcels of real property located in Walton
County, Florida (the "Quiet Title Action"). The Quiet Title Plaintiffs alleged
that the defendants improperly and without any right, caused mortgages to be
placed on properties owned by Muirfield Development and Troon Development. On
March 31, 2003, defendants filed an Answer and Affirmative Defenses denying the
allegations.

On or about April 21, 2003, pursuant to the Global Settlement Agreement,
Whitemark Homes, Muirfield Development Corporation, Troon Development
Corporation and North Florida Consulting, Inc. and the defendants served a joint
Voluntary Dismissal With Prejudice requesting that the Court dismiss their
claims presented in the Quiet Title Action with prejudice with all parties to
bear their own fees and costs. The Court has not taken any action on the
Stipulation.

Matthews Action

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

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Settlement Agreement, a Stipulation for Voluntary Dismissal was served
requesting that the Court dismiss the Matthews Action with prejudice with all
parties to bear their own fees and costs. The Court has not taken any action on
the Stipulation.

Global Settlement Agreement

On April 19, 2003, the parties to the above lawsuits entered into a Global
Settlement Agreement to resolve all disputes between the parties. In addition to
the dismissal with prejudice of the above lawsuits and the transfers of real
property and shares of subsidiary entities described in Part I, Item 3, Legal
Proceedings, the Global Settlement Agreement also terminates, cancels and
releases all relevant parties from their respective obligations in any of the
following agreements executed as part of the business relationship executed in
or about August 2001: (1) the Exchange Agreement; (2) Closing Agreement; (3) the
Guaranty Agreement; (4) Employment Agreement, (5) Security and Funding
Agreement; (6) all profit participation agreements; (7) any joint venture
agreements; and (8) any other document or agreement executed in connection with
any of the foregoing with the exception of the Voting Agreement, which Voting
Agreement shall remain in effect subject to terms of the Global Settlement
Agreement.

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

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

         None filed during 2002.

                                     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 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.

                Year Ended December 31, 2002      Year Ended December 31, 2001
                   High              Low              High             Low
                  -------          -------           --------        -------
  1st Quarter     $ 2.54           $ 1.10            $ 2.00          $ .6875
  2nd Quarter       4.05             2.00              1.75            .875
  3rd Quarter       2.55             1.47              1.54            .95
  4th Quarter       1.55              .27              1.53            .90

On March 31, 2003, the price of the stock closed at $.35 per share as reported
on the OTC Bulletin Board.

                                       11
<PAGE>

As of March 31, 2003, there were approximately 9,188 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, 2002, the Company issued securities in the
transactions described below without registering the securities under the
Securities Act of 1933. No underwriter, sales or placement agent was involved in
any of the transactions. The applicable transactions are as follows:

o    For the year ending December 31, 2002, the Company issued 49,641 common
     shares under its Dividend Reinvestment and Stock Purchase Plan.

o    In August 2002, Whitemark entered into an Equity Line of Credit Agreement
     with Cornell Capital Partners, L.P. Under this agreement, Whitemark may
     issue and sell to Cornell Capital Partners common stock for a total
     purchase price of up to $10.0 million. In addition, Whitemark raised
     $550,000 from the sale of convertible debentures. These debentures are
     convertible into shares of common stock at a price equal to either (a) an
     amount equal to one hundred twenty percent (120%) of the closing bid price
     of the common stock as of the closing date or (b) an amount equal to eighty
     percent (80%) of the average closing bid price of the common stock for the
     four trading days immediately preceding the conversion date.

o    On December 31, 2001, the Company issued 1,153,077 of restricted common
     stock for the purchase of Troon Development Corporation and Muirfield
     Development Corporation, both of which are holding companies of the real
     estate associated with the Muirfield project. These shares were valued at
     $1.30 per share.

o    On June 27, 2002, the Company issued Kenneth O'Neal 603,102 shares of
     common stock as compensation for consulting services associated with the
     reverse merger of Whitemark Homes, Inc. and Golden Triangle Industries,
     Inc., as well as consulting services associated with the acquisition of
     North Florida Consulting, Inc. These shares were valued at $0.575 per
     share.

o    On April 24, 2002, the Company escrowed 825,000 shares of common stock as
     part of a note payable issued to Gus Andrews. During the third quarter of
     fiscal year 2002, the shares were released to Mr. Andrews in accordance
     with the loan agreement. These shares were valued at $2.10 per share on
     the date released from escrow.

o    On May 13, 2002, the Company escrowed 203,389 shares of common stock as
     part of a note payable issued to Charles Barniv. During the third quarter
     of fiscal year 2002, the shares were released to Mr. Barniv in accordance
     with the loan agreement. These shares were valued at $2.45 per share on
     the date released from escrow.

                                       12
<PAGE>

o    On January 7, 2002,  the Company  issued  125,000 shares of common stock to
     JAB  Development  (100,000  shares)  and Larry White (an  unrelated,  third
     party, Larry White, 25,000 shares) as a finders fee for certain real estate
     transactions. These shares were valued at $0.625 per share.

o    On January 1, 2002, the Company issued 296,429 shares of common stock to
     Mark Osborne (200,000 shares) and United Capital Group of Florida (96,429
     shares) in consideration for a note extension related to certain real
     estate transactions. These shares were valued at $1.25 per share.

o    On May 13, 2002, the Company issued 100,000 shares of common stock to
     Charles and Cynthia Barniv in consideration for a note extension related to
     certain real estate transactions. These shares were valued at $2.95 per
     share.

o    On April 22, 2002, the Company issued 53,088 shares of common stock to
     various individuals and a corporation in consideration for services
     performed either in relation to financing or marketing certain real estate
     projects. These shares were valued at $3.40 per share.

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

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

General Overview

The Company develops real estate and builds homes. These efforts have
historically been concentrated in under-served markets for entry-level,
first-time move-up, and vacation homebuyers. However, efforts are now
additionally focused on the mid-level homebuyer with housing products from
$180,000 to $350,000. In addition, the Company is also servicing its upscale
homebuyers with homes which can sell in excess of $500,000. On a national level,
housing construction continues to remain in a growth trend, which is a good sign
in light of other indications of slowing growth and the uncertainty in the
economy. Indicators for construction have shown continued growth even as
consumer spending and the industrial sector have slowed. In fact, according to
the Orlando Sentinel Newspaper, Florida was one of the leading states throughout
the nation in new home building permits for 2002. The Kiplinger Letter has
stated that its forecasts predict that housing will continue to generate
economic warmth and will provide support for the rest of the U.S. economy.
Recent reductions in interest rates by the Federal Reserve have lowered the cost
of construction financing and have also resulted in lower mortgage rates to
homebuyers, although to a lesser extent. Projects in the Company's inventory
should produce growth in revenues and profits over the next five years.

As mentioned above, interest rates and consumer confidence are driving the
housing industry. Statistics indicate that both unemployment and interest rates
in the Company's largest target market (the Orlando, Florida area) continue to
be relatively low. In fact, according to the Orlando Business Journal, Florida

                                       13
<PAGE>

continues to outpace the nation in new job creations. Governor Jeb Bush
announced that for twelve straight months beginning February, 2002, the state of
Florida has created positive job growth, making Florida standout in the nation.
According to statistics released by the Agency for Workforce Innovation,
Florida's seasonally adjusted employment rate grew by more than 89,000 in one
month alone compared to the same time period in the previous year. In addition,
Florida's unemployment rate is amongst the lowest in the nation.

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

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. The Company has developed a business and
marketing plan that focuses on expanding the mortgage business and the services
it offers to attempt to capture a greater market share. Currently, the Company
has a distinct niche in the affordable housing arena, whereby the Company takes
full advantage of government down payment assistance programs. We believe that
the Company has developed relationships and programs resulting in various
financing opportunities for home buyers that are not readily available from the
majority of mortgage brokers throughout the industry.

The Company is continually exploring opportunities to purchase parcels of land
for its development and home building operations and is, at any given time, in
various stages of proposing, making offers for, and negotiating the acquisition
of various parcels, whether outright or through options. The Company continues
to increase its land development and construction activities in response to
current and anticipated demand and expects to pursue additional land acquisition
and development opportunities in the future.

The Company had over 10 communities in various stages of acquisition and
development at December 31, 2002 excluding the properties relating to NFC. In
addition, the Company has scheduled to acquire other projects consisting of
permitted land and land in the permitting phase which are all contingent upon
financing. All current and projected projects have a total estimated revenue
potential in excess of $300 million excluding the properties relating to NFC.
However, this potential revenue includes land which Whitemark is under option to
purchase or is current negotiations. Should Whitemark, for whatever reason, not
exercise its option to purchase the land, not successfully negotiate the
purchase of the property, financing becomes unavailable or sales do not meet
expectations, the current estimated revenue potential could decrease
dramatically.

Liquidity and Capital Resources

The Company's financing needs are provided through cash flows from operations,
bank borrowings, and private and public debt and equity markets. In addition,
see Part II, Item 5, Market for Registrant's Common Equity and Related
Stockholder Matters noting the Equity Line of Credit Agreement with Cornell

                                       14
<PAGE>

Capital Partners, L.P. and the convertible debenture as additional capital
resources. Cash flow from operations was negative during 2002 and 2001 largely
due to the costs of developing the infrastructure and predevelopment costs
associated with numerous properties. However, this was anticipated and cash flow
from homebuilding activity should increase as the home inventory begins to build
and close into the subsequent years. However, the costs of litigation in
relation to the effective rescission of NFC acquisition were not anticipated and
continued into the second quarter of 2003. All of the $16,300,000 of current
presale backlog, is projected to be generated in fiscal years 2003 and 2004.

Currently, the Company is still in the process of attempting to obtain financing
on several projects. If financing for these projects is not obtained within the
required time frame, it may be necessary to liquidate assets in order to protect
other Company assets which are income producing. Based on these factors, it is
likely that the Company will liquidate certain assets if financing arrangements
can not be completed.

On December 31, 2002, the Company had outstanding borrowings of approximately
$58,874,000. This is an increase from December 31, 2001 of approximately
$4,521,000 as a result of additional borrowings for land acquisition and
development less payments made on outstanding loans. In addition, many of the
notes payable are not subject to debt service until the note becomes due or have
an interest reserve established with the lender. The Company's objective is to
either pre-sell the properties to the point where construction can begin or to
sell the property for a profit prior to the note's coming due. Of the
approximate $59 million in outstanding borrowings at December 31, 2002,
approximately $43 million of this debt will no longer be a liability or
responsibility of the Company subsequent to April 18, 2003 as a direct result of
the effective rescission of the NFC acquisition (see Part I, Item 3, Legal
Proceedings for further detail).

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

Results of Operations for the year ending December 31, 2002

Revenues: Whitemark's revenues from home sales for the year ended December 31,
2002 increased from $11,358,132 to $14,877,276 when compared with the same
period of 2001. This is an increase of $3,519,144 or 31%. The number of homes
delivered, excluding lot sales by NFC, for the year ended December 31, 2002 was
78 units with an average selling price per home of $151,250. Management believes
that the small number of homes sold is partially created by a restriction in
Whitemark's available lot inventory as certain development projects were
reaching maturity during fourth quarter 2001 and new lot inventory was only
beginning. Whitemark is now positioned to benefit from the acquisition and
development of raw land. Management also believes that changes in the average
selling price of homes delivered from period to period are attributable to
discrete factors at each of its subdivisions, including product mix and premium
lot availability, and cannot be predicted for future periods with any degree of
certainty.

Gross Profit: Gross profit for the year ended December 31, 2002 was $2,483,477
or 17%, as compared to $2,937,737 or 26% for the year ended December 31, 2001.
The costs of homes sold during 2002 increased $3,973,404 to $12,393,799 when

                                       15
<PAGE>

compared with the same period in 2001. This is primarily due to the related
increase in home deliveries and higher average selling prices. Although the cost
of homes is directly attributable to the product mix, Whitemark operates with
several internal control processes, which help to ensure that projected gross
profit margins are maintained and quality control standards are met. A
contributing factor to the decrease in gross profit margin from 2001 to 2002 was
the NFC Group achieving a significantly higher gross profit margin in 2001 as a
result of certain real estate sales activities which were not reoccurring in
2002.

Expenses: Selling, general and administrative expenses increased to $4,131,251
for the year ending December 31, 2002, which is an increase of $2,080,761 or
101% from $2,050,490 for the year ended December 31, 2001. The increase in
operating expenses for the current period was principally a result of the
selling, general and administrative costs associated with the acquisition of
NFC. In addition, the Company incurred significant one time costs in 2002
relating to consulting, legal and accounting services. These one time costs were
primarily associated with continued costs related to the acquisition of NFC and
the merger of NFC operations, as well as costs associated with the exploration
of potential projects.

Loss From Operations: The loss from operations for the year ended December 31,
2002 was $1,647,774 compared to income from operations of $887,247 for the year
ended December 31, 2001. The increase in loss from operations of $2,535,021 was
a result of the factors discussed above.

Other Expenses: Interest expense of $420,884 was incurred for the year ended
December 31, 2002 versus $475,538 in the year ended December 31, 2001, a
decrease of $54,654. This decrease is primarily attributable to our current
product mix and financing arrangements. Whitemark obtains construction loans and
other borrowings in order to purchase land and build homes. Whitemark incurs
interest charges on these borrowings, with rates varying from 4.75% to 25% per
year. Interest is capitalized as land development costs until projects reach
substantial completion. Upon completion of the development phase, interest is
expensed. In addition, as a result of the effective rescission of the NFC
acquisition and the terms of the Global Settlement Agreement (see Part I, Item
3, Legal Proceedings for further detail) it was necessary to record the loss on
exchange and write down of land and home inventory based on the assets and
liabilities which will be transferred out of the Company as of April 18, 2003.
This transfer of assets and liabilities results in a one time incurrence of a
non-operational expense of approximately $34.5 million for the year ended
December 31 2002.

Net Loss: Net loss for the year ended December 31, 2002 was ($24,301,095) as
compared to net income of $300,896 for 2001. The increase in net loss of
$24,601,991 was a result of the factors discussed above.

Management's continued `retooling' of the Company, which began during the third
quarter of 2001, included conducting market analysis, focus groups, review of
other research projects and was aimed at producing strategic goals for the near
and long term. During this process the Company increased the pace of its raw
land acquisition and concentrated on the permitting, land planning and
engineering aspects of preparing its raw land for development. Consequently, the
Company's revenues have been increasing.

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

                                       16
<PAGE>

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

ITEM 6a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT BUSINESS AND 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. The Company does not enter into or
intend to enter into derivative financial instruments for trading or speculative
purposes.

Home Funding, Inc., the Company's wholly owned mortgage subsidiary, originates
and brokers residential mortgage loans and sells them in the residential
mortgage market. During the year ended December 31, 2002, Home Funding closed on
approximately $19 million in mortgage loans. The Company attempts to minimize
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 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

                                       17
<PAGE>

ITEM 7a. SELECTED FINANCIAL DATA

                                       Years Ended December 31
                        2002         2001        2000         1999       1998
                    -----------  ----------- -----------  ----------- ----------
Operating revenues $ 14,877,276  $11,358,132 $12,161,679  $13,395,922 $6,751,948
Net income/(loss)  $(24,301,095) $   300,896 $  (684,235) $   401,129 $  121,072
Net income/(loss)
   per share       $      (1.57) $       .03 $      (.13) $       .15 $      .05
Total assets       $ 61,990,298  $86,907,004 $ 8,855,035  $ 8,487,887 $9,534,188
Long term debt                -            -           -            -          -




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

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

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors

The Board of Directors of the Company (the `Board') presently consists of five
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,
Mitchell Gordon, Scott D. Clark, Hugh W. Harling, Jr., and Karen Lee. 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            54     Chairman of the Board        2000
                                   and President
  Mitchell Gordon        37            Director              2002
  Scott D. Clark         47            Director              2000
  Hugh W. Harling, Jr.   58            Director              2000
  Karen Lee              43            Director              1989

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.

                                       18
<PAGE>

                                      Date First
                                     Position With          Elected
         Name           Age          the Company          as Officer
---------------------   ---     ------------------------  ----------
  Larry White            54      Chairman of the Board       2000
                                  and President
  Mitchell R. Gordon     37      Chief Financial Officer     2002
                               and Vice President
  Scott D. Clark         47      Secretary/Treasurer         2000
  William Rigsby         43          Vice President          2000

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

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

Mitchell Gordon (Vice President, Chief Financial Officer and Director): Mitchell
R. Gordon, graduated with a B.S. in Business Administration from Towson State
University and an MBA in Business Administration from the University of
Baltimore. He worked in the research department for Legg Mason Real Estate
Research Group in 1988 and 1989. He was a Senior Consultant with David J. Burgos
& Associates from 1990 through 1993, and a Senior Manager with KPMG Peat
Marwick, LLC from 1993 through 1997. From 1997 to April 2002, he was employed as
the Chief Financial Officer for Soundelux Entertainment Group. Mr. Gordon's
responsibilities included all accounting and administrative functions. He
performed reviews of weekly and monthly financial reports for a $130 million
organization with over 300 employees, directly supervising a staff of six
employees with more than thirty subordinates. He maintained a position on the
finance committee, made regular reports to the board of directors, and prepared
budgets. In addition, Mr. Gordon facilitated legal matters, maintained banking
relationships, and coordinated efforts with external auditors. Recent
accomplishments include identification, negotiation and execution of four
strategic acquisitions and several spin-off situations. Mitchell Gordon is a
Certified Public Accountant and is a member of the AICPA, FICPA and MACPA. He
joined Whitemark in April 2002. Scott D. Clark (Director, Secretary and
Treasurer): 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

                                       19
<PAGE>

Tax District Bond Financing, and Condominium Law. He is a member of the Orange
County Bar Association and Member Sections on Real Property, Probate and Trust
Law, Corporation, Banking and Business Law, Tax, Condominium and Planned
Development Committees of the Florida Bar. He graduated from the University of
Florida with a degree in Journalism and a law degree, both with high honors. He
is a member of Phi Kappa Phi and the Order of the Coif. Mr. Clark was on the
University of Florida Law Review, 1978-1979 and authored, "1979 Statutory Reform
Partially Solves Usury Regulation Defects". He has been appointed to the
Seminole County Citizens' Concurrency Advisory Committee, and the Seminole
County Road Impact Fee Advisory Committee. Additionally, Mr. Clark sits on the
Seminole County Development Advisory Board, the Executive Committee of the Home
Builders Association of Mid- Florida Board of Directors, and Florida Christian
College Advisory Board. He was elected to his positions at Whitemark in 2000.

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

Karen Lee (Director): Karen Lee graduated with high honors from Cisco Junior
College. She administers the operation of Whitemark'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 Whitemark. She is a member of the Southwest
Securities Transfer Association, Inc. Ms. Lee has been employed by Whitemark for
the past 23 years.

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

                                       20
<PAGE>

is a state certified general contractor, a member of the Mid Florida Home
Builders Association and American Institute of Industrial Engineers. He was
first elected as Vice-President in 2000.

Section 16(a) Beneficial Ownership Reporting Compliance

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

ITEM 10. EXECUTIVE COMPENSATION

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

  Name and                         Salary Cash     Bonus Cash      Other
Principal Position          Year   Compensation   Compensation Compensation**
-----------------------     ----  -------------   ------------ ------------
  Larry White, CEO          2001     168,000         113,154          5,040
                            2002     195,000                          2,520

  Mitchell Gordon, CFO      2001         -               -              -
  (started 4/02)            2002      68,889             -              -

  William Rigsby, VP        2001     120,875           3,000          3,440
                            2002     125,000                          1,875

  Larry Wayne Adkinson      2001   $  78,000*      $   3,000*     $  10,145*
  (started 11/01)           2002      78,000           3,249          8,060

* 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 2000. During 2001 three directors were paid $3,000 each and
two directors were paid $1,500 each. In addition, 300 restricted common shares
were issued to directors during 2000, and 2,000 restricted common shares were
issued to directors during 2001.

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

                                       21
<PAGE>

Compensation Committee Report on Executive Compensation

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

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

Based on the committee's review, an employment agreement dated April 8, 2002 was
executed between Mitchell Gordon and the Company. The three-year contract calls
for a salary of $100,000 per year, plus an annual bonus equal to 1% of the
Company's net income. The bonus is subject to a cap of 200 percent of the base
salary amount. On the first anniversary date of this agreement additional
deferred compensation of $42,000 will also be paid. The agreement also entitles
Mr. Gordon options to purchase 450,000 shares of restricted common stock,
100,000 shares at $1.84 per share, and 350,000 at prices to be determined as
Whitemark reaches certain market capitalization amounts. These options also
expire April 8, 2013.

An employment agreement with key employee, Michael Adkinson, was a part of the
NFC acquisition and was in effect on December 31, 2002. However, the Company has
recently settled a lawsuit with Mr. Adkinson which has effectively terminated
his employment agreement effective April 18, 2003 (see Part I, Item 3, Legal
Proceedings for further information). The agreement had required that Mr.
Adkinson be employed for five years beginning October, 2001 as general manager
of the subsidiary company, NFC. The agreement also stipulated a salary for Mr.
Adkinson in the amount of $182,000 per year. In addition, Mr. Adkinson would
have been eligible to 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 Company currently has the following outstanding warrants. Edward E. Browning
and William D. Rigsby are holding warrants that may be exercised to purchase
100,000 restricted shares each at $1.10 per share anytime prior to January 2,
2006.

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

                                       22
<PAGE>

shares were issued under the Stock Compensation Plan in payment for services
rendered.

Set forth below is comparative data which compares the yearly percentage change
in the cumulative total shareholder return on the Company'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 Part
II, Item 5, Market for Common Equity and Related Stockholder Matters for further
information), 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 1997 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 2-for-1 forward
stock split in 2000.


                          [BAR CHART GRAPHICS OMITTED]

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

                    1997       1998       1999       2000       2001       2002
                    ----       ----       ----       ----       ----       ----
WTMK Stock          $100       $66        $17        $18        $19        $5

Peer Stock in
Same Industry       $100       $50        $220       $85        $109       $90*
(Century Builders
 Group Inc.)

* Century Builders was acquired and taken private during calendar year 2002. The
Company no longer exists as a publicly held company, but the total return
calculated for fiscal year 2002 takes into consideration the purchase price of
the stock.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding ownership of the
Company's common stock as of March 31, 2003 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.

                                       23
<PAGE>

                                 # of Shares
    Name and Address             Beneficially          Percent of
     of Stockholder                  Owned               Class
-------------------------        ------------         -----------
 Larry and Patricia White          5,169,120              30.26%*
 1437 Chippewa Lane
 Geneva, FL   32732

 Mitchell Gordon                           0                  0%
 7938 Westminster Abbey Blvd.
 Orlando, FL  32835

 Scott D. Clark                       65,300                .38%
 655 W. Morse Blvd., Ste. 212
 Winter Park, FL   32789
 Hugh W. Harling, Jr.                 12,900                .08%
 746 Florida Blvd.
 Altamonte Springs, FL   32701

 Karen Lee                            22,208                .13%
 104 Fossil Court
 Springtown, Texas  76082

 William Rigsby                      295,000               1.73%
 2958 Division Street
 Oviedo, FL   32765

All directors and officers as      5,564,528              32.58%
      group (6 persons)

 Chad Adkinson                       100,000                .59%*
 814 Site C-6 Road
 Freeport, FL   32439

 Wayne Adkinson                      100,000                .59%*
 20874 US Hwy. 331
 Freeport, FL   32439

 Mike Adkinson                     4,300,000              25.17%*
 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 9,669,120 shares (56.61%) are voted the
same. The voting agreement provides that for a period of three years commencing
November 7, 2001 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. Pursuant to the Global Settlement Agreement, Mike
Adkinson, Chad Adkinson and Wayne Adkinson will transfer their shares back to
the Company.

Changes in Control

No changes in control occurred during 2002.

                                       24
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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.

The Company moved its offices to a building owned by the President of the
Company in 2000. Lease obligations for this building are approximately $6,200
monthly through December 2005.

ITEM 13. CONTROLS AND PROCEDURES

1.   Quarterly evaluation of Disclosure Controls and Internal Controls

Within the 90 days prior to the date of the annual report on Form 10-KSB, the
Company evaluated the effectiveness of the design and operation of its
`disclosure controls and procedures' (Disclosure Controls), and its `internal
controls and procedures for financial reporting' (Internal Controls). This
evaluation (the Controls Evaluation) was done under the supervision and with the
participation of management, including our President (who performs all of the
functions typically associated with a Chief Executive Officer) and Chief
Financial Officer (CFO). Rules adopted by the SEC require that in this section
of the Annual Report we present the conclusions of the President and the CFO
about the effectiveness of our Disclosure Controls and Internal Controls based
on and as of the date of the Controls Evaluation.

2.   President and CFO Certifications

Appearing immediately following the Signatures section of this Annual Report
there are two separate forms of "Certifications" of the President and the CFO.
The first form of Certification is required in accord with Section 302 of the
Sarbanes-Oxley Act of 2002 (the Section 302 Certification). This section of the
Annual Report which you are currently reading is the information concerning the
Controls Evaluation referred to in the Section 302 Certifications and this
information should be read in conjunction with the Section 302 Certifications
for a more complete understanding of the topics presented.

3.   Disclosure Controls and Internal Controls

Disclosure Controls are procedures that are designed with the objective of
ensuring that information required to be disclosed in our reports filed under
the Securities Exchange Act of 1934 (Exchange Act), such as this Annual Report,
is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's (SEC) rules and forms.
Disclosure Controls are also designed with the objective of ensuring that such
information is accumulated and communicated to our management, including the
President and CFO, as appropriate to allow timely decisions regarding required
disclosure. Internal Controls are procedures which are designed with the
objective of providing reasonable assurance that (1) our transactions are
properly authorized; (2) our assets are safeguarded against unauthorized or
improper use; and (3) our transactions are properly recorded and reported, all

                                       25
<PAGE>

to permit the preparation of our financial statements in conformity with
generally accepted accounting principles.

4.   Limitations on the Effectiveness of Controls

The Company's management, including the President and CFO, does not expect that
our Disclosure Controls or our Internal Controls will prevent all error and all
fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the control. The design of any system of controls also is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions; over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

5.   Scope of the Controls Evaluation

The President/CFO evaluation of our Disclosure Controls and our Internal
Controls included a review of the controls' objectives and design, the controls'
implementation by the company and the effect of the controls on the information
generated for use in this Annual Report. In the course of the Controls
Evaluation, we sought to identify data errors, controls problems or acts of
fraud and to confirm that appropriate corrective action, including process
improvements, were being undertaken. This type of evaluation will be done on a
quarterly basis so that the conclusions concerning controls effectiveness can be
reported in our Quarterly Reports on Form 10-QSB and Annual Report on Form
10-KSB. The overall goals of these various evaluation activities are to monitor
our Disclosure Controls and our Internal Controls and to make modifications as
necessary; our intent in this regard is that the Disclosure Controls and the
Internal Controls will be maintained as dynamic systems that change (including
with improvements and corrections) as conditions warrant.

Among other matters, we sought in our evaluation to determine whether there were
any `significant deficiencies' or `material weaknesses' in the Company's
Internal Controls, or whether the Company had identified any acts of fraud
involving personnel who have a significant role in the Company's Internal
Controls. This information was important both for the Controls Evaluation
generally and because items 5 and 6 in the Section 302 Certifications of the
President and CFO require that the President and CFO disclose that information
to our Board and to our independent auditors and to report on related matters in
this section of the Annual Report. In the professional auditing literature,
`significant deficiencies' are referred to as `reportable conditions'; these are
control issues that could have a significant adverse effect on the ability to
record, process, summarize and report financial data in the financial
statements. A `material weakness' is defined in the auditing literature as a
particularly serious reportable condition where the internal control does not
reduce to a relatively low level the risk that misstatements caused by error or
fraud may occur in amounts that would be material in relation to the financial

                                       26
<PAGE>

statements and not be detected within a timely period by employees in the normal
course of performing their assigned functions. We also sought to deal with other
controls matters in the Controls Evaluation, and in each case if a problem was
identified, we considered what revision, improvement and/or correction to make
in accord with our on-going procedures.

In accord with SEC requirements, the President and CFO note that, since the date
of the Controls Evaluation to the date of this Annual Report, there have been no
significant changes in Internal Controls or in other factors that could
significantly affect Internal Controls, including any corrective actions with
regard to significant deficiencies and material weaknesses. Based upon the
Controls Evaluation, our President and CFO have concluded that, subject to the
limitations noted above, our Disclosure Controls are effective to ensure that
material information relating to the Company is made known to management,
including the President and CFO, particularly during the period when our
periodic reports are being prepared, and that our Internal Controls are
effective to provide reasonable assurance that our financial statements are
fairly presented in conformity with generally accepted accounting principles.

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

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

     (a) Financial Statements - The following information has been included in
response to Item 9.

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

     (b) 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)
10.2     Global Settlement Agreement filed as a part of 8-K on April 29, 2003,
         (incorporated by reference)
21.1     Subsidiaries of registrant (filed with this Form 10-KSB)
23.1     Consent of Beemer, Pricher, Kuehnhackl & Heidbrink, P.A. (filed with
         this Form 10-KSB)
99.1,    Certification(s) of the President (filed with this Form 10-KSB)
99.2
99.3,    Certification(s) of the Chief Financial Officer (filed with this
99.4     Form 10-KSB)

     (c) Reports on Form 8-K

         November 23, 2001:  Form 8-K, Acquisition of North Florida Consulting,
                             Inc.
         January 23, 2002:   Form 8-K, Amendment for the acquisition of North
                             Florida Consulting, Inc.
         July 22, 2002:      Form 8-K, Exhibit for analyst meeting in accordance
                             with Regulation F-D.


                                       27
<PAGE>

         April 29, 2003      Form 8-K, Announcing the Global Settlement
                             Agreement

                                       28
<PAGE>

         SIGNATURES


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

                            WHITEMARK HOMES, INC.


May 19, 2003              By:  /s/ KENNETH "LARRY" WHITE
                               ---------------------------------
                                Kenneth "Larry" White, President


May 19, 2003              By:  /s/ MITCHELL R. GORDON
                               --------------------------------------------
                                Mitchell R. Gordon, Chief Financial Officer


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


       Signature              Title                         Date


 /s/ LARRY WHITE              Chairman of the Board         May 19, 2003
--------------------------    and President
Larry White



 /s/ MITCHELL GORDON          Chief Financial Officer       May 19, 2003
--------------------------
Mitchell Gordon



 /s/ SCOTT D. CLARK           Director                      May 19, 2003
--------------------------
Scott D. Clark



 /s/ HUGH W. HARLING, JR.     Director                      May 19, 2003
--------------------------
Hugh W. Harling, Jr.



 /s/ KAREN LEE                Director                      May 19, 2003
--------------------------
Karen Lee

                                       29
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                           Page

    Independent Auditors' Report    .     .     .     .     .     .     .   2

    Consolidated Balance Sheets as of December 31, 2002 and 2001  .     .   3

    Consolidated Statements of Operations for the years ended
              December 31, 2002 and 2001  .     .     .     .     .     .   4

    Consolidated Statements of Stockholders' Equity for the
              years ended December 31, 2002 and 2001  .     .     .     .   5

    Consolidated Statements of Cash Flows for the years ended
              December 31, 2002 and 2001  .     .     .     .     .     .   6

    Notes to Consolidated Financial Statements  .     .     .     .     .   7

                                       1
<PAGE>

                          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, 2002
and 2001 and the related consolidated statements of operations, stockholders'
equity and cash flows for the years then ended. 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, 2002 and 2001 and the
consolidated results of their operations and cash flows for the years then
ended, 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
February 28, 2003 (except Note 16 as to which the
Date is April 18, 2003)

                                       2
<PAGE>
                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                        As of December 31, 2002 and 2001


                                                   2002              2001
                                                -----------       -----------
ASSETS
  Land and home inventory                       $58,901,837       $81,799,980
  Cash                                              205,198           605,825
  Accounts receivable                               447,480         1,257,529
  Prepaid expense                                   108,610            77,335
  Notes receivable                                  264,775           524,139
  Note receivable - related party                   347,916           162,746
  Other assets                                    1,714,482         2,479,450
                                                -----------       -----------
  TOTAL ASSETS                                  $61,990,298       $86,907,004
                                                ===========       ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Notes payable                                 $46,304,166       $35,373,066
  Notes payable - related party                  12,570,095        18,979,786
  Accounts payable                                2,453,570         1,694,200
  Accrued expenses                                1,527,264           837,738
  Deferred tax liability                                  -        12,108,000
                                                -----------       -----------
            Total Liabilities                    62,855,095        68,992,790
                                                -----------       -----------

Commitments and Contingencies

Stockholders' Equity(Deficit)
  Common stock ($.001 par value, 100,000,000
    shares authorized, 16,950,998 and
    13,402,272 shares issued and
    outstanding, respectively)                       16,951            13,402
  Additional paid in capital                     23,414,702        17,896,167
  Retained earnings/(deficit)                   (24,296,450)            4,645
                                                -----------       -----------
       Total Stockholders' Equity(Deficit)         (864,797)       17,914,214
                                                -----------       -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $61,990,298       $86,907,004
                                                ===========       ===========



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

                                       3
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 For the Years Ended December 31, 2002 and 2001



                                             2002                2001
                                         -----------         -----------
Sales                                    $14,877,276         $11,358,132

Cost of sales                             12,393,799           8,420,395
                                         -----------         -----------
  Gross profit                             2,483,477           2,937,737

Selling, general and
   administrative expenses                 4,131,251           2,050,490
                                         -----------         -----------
    Income(loss) from Operations          (1,647,774)            887,247

Other Income/(Expense)
  Equity in income/(loss) of
    equity method investee                         -                 905
  Loss on exchange and write
    down of land and home
    inventory items (Note 2)             (34,469,982)                 -
  Interest expense                          (420,884)           (475,538)
  Miscellaneous expense                      (25,455)                 -
                                         -----------         -----------
Income/(loss) before income taxes        (36,564,095)            412,614

  Income tax expense(benefit)            (12,263,000)            111,718
                                         -----------         -----------
   Net Income/(Loss)                    $(24,301,095)        $   300,896
                                         ===========         ===========

Net income/(loss) per common share       $     (1.57)        $      0.03
                                         ===========         ===========
Weighted average shares outstanding -
  basic and diluted                       15,478,963           8,976,549
                                         ===========         ===========



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

                                       4
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 For the Years Ended December 31, 2002 and 2001

<TABLE>
<CAPTION>
                                                         Additional     Retained
                                      Common Stock        Paid In       Earnings
                                   Shares     Amount      Capital       (Deficit)       Total
                                 ----------  -------    -----------   ------------- --------------
<S>                              <C>         <C>        <C>           <C>            <C>
Balances at December 31, 2000     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

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



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

                                       5
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 For the Years Ended December 31, 2002 and 2001


                                                 2002            2001
                                             ------------    -------------
Cash Flows from Operating Activities:
  Net income/(loss)                          $(24,301,095)   $    300,896
  Adjustments to reconcile net income/
     (loss) to net cash flows used for
     operating activities:
         Depreciation and amortization            117,594          33,982
         Deferred income tax benefit          (12,108,000)        (24,638)
     Loss on exchange and write down of
         land and home inventory               34,469,982               -
     Services acquired with stock                 454,597         182,652
     Interest paid with stock                      30,436               -
     Equity in income of equity method
         investee                                       -            (905)
  Changes in operating assets and
   liabilities:
     Land and home inventory                   (2,751,424)     (4,798,325)
     Accounts receivable                       (1,012,814)        511,254
     Prepaid expenses                             (31,275)         21,079
     Other assets                                 258,710        (590,208)
     Accounts payable                             911,445         215,265
     Accrued expenses                             689,526         768,863
                                             ------------    -------------
Net cash used for operating
     activities                                (3,272,318)     (3,380,085)

Cash Flows from Investing Activities:
  Investment in notes receivable                  (17,008)        603,839
  Purchases of property and equipment             (33,803)        (44,445)
                                             ------------    -------------
Net cash provided/(used) by investing
  activities                                      (50,811)        559,394

Cash Flows from Financing Activities:
  Proceeds from notes payable                   6,233,460      15,661,693
  Repayment of notes payable                   (3,379,009)    (12,080,264)
  Proceeds from stock issuance                     68,051          40,539
  Costs of acquisitions, net of cash
    received                                            -        (382,646)
                                             ------------    -------------
Net cash provided by financing
   activities                                   2,922,502       3,239,322
                                             ------------    -------------
  Net increase/(decrease) in cash and
   cash equivalents                              (400,627)        418,631
Cash and cash equivalents at
   beginning of year                              605,825         187,194
                                             ------------    -------------
Cash and cash equivalents at end of year     $    205,198    $    605,825
                                             ============    =============
Supplemental Disclosures:  See Note 4

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

                                       6
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2002 and 2001


NOTE 1:  GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development of Business

Whitemark Homes, Inc. ("the Registrant") was incorporated under the name Golden
Triangle Royalty & Oil, Inc. on July 30, 1975 under the laws of the State of
Colorado. Until April 1, 2000, the Registrant was involved in the oil and gas
production and services industries. In addition, on April 1, 2000, the
Registrant disposed of its oil and gas industry related activities and assets
and acquired Whitemark Homes, Inc. ("Whitemark Florida") along with certain
related entities (the "Whitemark group") in a transaction accounted for as a
reverse acquisition. Whitemark Florida changed its name to Whitemark Homes of
Florida, Inc. and the Registrant changed its name to Whitemark Homes, Inc.
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. Information
for the period from October 1, 2001 through December 31, 2001 includes the
consolidation of all of these entities (collectively "The Company").

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

Current Business Summary

The Company has two primary business activities: home building and financial
services. Home building is by far the most significant activity as the financial
services activity functions primarily as a supporting and facilitating
operation.

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 $75,000 to over $800,000, and is involved in all aspects of the
business, including land acquisition, site planning, preparation and improvement
of land, as well as the design, construction, marketing, and financing of the
homes. In 2002, 78 homes were delivered in 5 communities. Each community offers
several different floor plans for buyers to choose from.

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


                                       7
<PAGE>

land (lots) to homebuyers or other developers, at which time the revenue
recognition process is the same as if the Company were selling a single-family
home and is also included as part of the Company's backlog figures. The
Company's backlog at December 31, 2002 and 2001 was approximately $16,300,000
and $7,200,000, respectively. However, these backlog figures are exclusive of
any NFC presale information due to the aforementioned effective rescission (see
Part I, Item 3, Legal Proceedings for further detail). Reduction in backlog
figures do not necessarily mean that the backlog has been converted to revenue.
In addition, only a portion of the outstanding backlog will be converted to
revenue within the current fiscal year. As noted previously, presale backlog can
be adversely effected due to, but not limited to, the homebuyer's inability to
obtain financing or condominium buyers unwilling to convert a non-binding
presale contract to a binding sales contract.

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. 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.

Summary of Significant Accounting Policies

The Company's financial statements consist of activities carried on directly and
through other entities that are majority owned by the Company. This arrangement
is utilized to segregate activities and limit the umbrella liability of the
Company. As of December 31, 2002, The Whitemark group consists of the following
entities: Whitemark Homes of Florida, Inc.; Home Funding, Inc.; Fox Glen Limited
Partnership, Whitemark at Corner Lake, LLC, Whitemark at Glenbrook, LLC,
Whitemark at Little Creek, LLC. The NFC group consists of wholly owned
companies. The wholly owned entities are North Florida Consulting, Inc.;
Muirfield Development Corporation; Troon Development Corporation; Magnolia
Landing Development, Inc.; Destin Parks, Inc.; Emerald Sea Development, Inc.;
LPG, Inc.; Sunshine Development Group, Inc.; Sea Oat Properties, Inc.; Panhandle
Development, Inc.; Emerald Beach Corporation; Alstar Development Group, Inc.;
Torel, Inc.; Alstar Enterprises, LLC; Long Point Cove, LLC; Cabana Cove, LLC;
and Cabana Beach Club, LLC. One half of the business and interest of Cypress
Breeze, LLC is owned by The Company. 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.

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

                                       8
<PAGE>

The following items represent critical accounting policies that require
significant use of judgment and estimates which are used in the preparation of
our financial statements.

PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the
accounts of Whitemark Homes, Inc. and its subsidiaries ("the Company"). All
significant intercompany balances and transactions have been eliminated. The
Company's consolidated subsidiaries at December 31, 2001 and 2002 include
Whitemark Homes of Florida, Inc. and its subsidiary, Home Funding, Inc., and
North Florida Consulting, Inc. and its related entities.

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. However, land options which were
acquired as part of the acquisition of NFC were valued at their current market
values which were substantially higher than cost (See Note 5, Land and Home
Inventory for further details on valuation methodology).

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 has a 20% to 50% interest in other entities. Under the equity method,
original investments are recorded at cost and adjusted by the Company's share of
undistributed earnings or losses of these entities.

The Company originally acquired a 40% equity interest in Golden Square
Industries, Inc. ("GSI"). This equity interest was obtained as a direct result
of the business combination between Golden Triangle Industries, Inc. and
Whitemark Homes of Florida, Inc. However, it is the Company's intent to dissolve
that equity interest before the end of fiscal year 2003.

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.

                                       9
<PAGE>

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

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

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

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

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

RECLASSIFICATION: Certain reclassifications have been made to the 2001 financial
statements to conform to the 2002 financial statement classifications.

NOTE 2:  LOSS ON EXCHANGE AND WRITE DOWN OF LAND AND HOME INVENTORY

The Company charged off significant amounts of assets during the year ended
December 31, 2002. The amounts and discussion of these charges is as follows:

     Writeoff of options to purchase land                  $ 1,873,020
     Writedown of inventory to net realizable value         32,596,962
                                                           -----------
     Total loss on exchange and write down of land
         and home inventory                                $34,469,982
                                                           ===========

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

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

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
acquisition. In the acquisition, 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.

                                       10
<PAGE>

                                               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 in Note 1, General
Information and Summary of Significant Accounting Policies.

NOTE 4:  SUPPLEMENTAL CASH FLOW DISCLOSURES

                                                    2002          2001
                                                 ----------    ----------
  Cash paid for interest                         $2,646,551    $1,328,855

Non-cash Investing and Financing Activity:
  Interest on notes payable capitalized
     into land and home inventory                $5,428,591    $1,236,289
  Restricted stock issued for payment
     of notes payable                            $3,949,436            -
  Stock issued under S-8 registration            $  300,000    $  102,490
  Restricted stock issued for services           $1,204,597    $   80,162

Additionally, stock was issued for the assets and liabilities of the NFC group
as described in Note 3, Significant Transaction Effecting the Registrant During
2001.

NOTE 5:  LAND AND HOME INVENTORY

Land and home inventory consists of the following at December 31, 2002 and 2001:

                                                    2002              2001
                                                -----------       -----------
  Project development and construction costs    $10,289,560       $ 9,007,960
  Home construction costs                         9,204,073         6,997,302
  Options to purchase land                               -          5,243,712
  Land cost                                      32,354,547        46,379,200
  Cost in excess of fair market value of
      assets acquired                             7,053,657        14,171,806
                                                -----------       -----------
                                                $58,901,837       $81,799,980
                                                ===========       ===========

                                       11
<PAGE>

Cost in excess of fair market value of assets acquired solely represent the
acquisition price allocated to the NFC Group as described in Note 3, Significant
Transaction Effecting the Registrant During 2001, over the fair market value of
the assets acquired. These costs are included in inventory due to the fact that
the sole purpose of the projects to which these costs relate is to construct
residential units to be sold. The value of these assets will be reduced as the
individual units of the related projects are sold and will be charged to cost of
sales. However, all of the land and home inventory associated with NFC is being
transferred out of the Company as per the terms of the Global Settlement
Agreement (see 2002 10-KSB, Part I, Legal Proceedings for further details) and
therefore, subsequent to the effective date of that Agreement, the Company will
no longer have any assets with cost in excess of fair market value of the asset
acquired.

NOTE 6:  EQUITY METHOD INVESTMENTS

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

During 2000, the Company borrowed $250,000 from GSI. The terms of this borrowing
stipulated that the Company would give up 2% ownership in GSI at each of the
specified renewal dates if the loan amount was not repaid prior to such date. At
December 31, 2000, this borrowing had been renewed twice without repayment and
ownership had been reduced to 36%. At December 31, 2001, the terms of this
borrowing 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, 2002 and 2001:

                                                     2002             2001
                                                  -----------     -----------
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                               $41,121,214     $32,685,376

Obligations to participation mortgage
     lenders - payments due based on cash flows
     of the Fox Glen, Glenbrook, Little Creek,
     Corner Lake, Lake Irma and Bear Gully
     projects, secured by real estate and
     partnership interests                          4,996,703       2,472,956

Other loans                                           186,249         214,734
                                                  -----------     -----------
                                                  $46,304,166     $35,373,066
                                                  ===========     ===========

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                      $12,570,095     $18,979,786
                                                  ===========     ===========

                                       12
<PAGE>

The obligations to participation mortgage lenders consist of $4,996,703 and
$2,472,956 of mortgage principal at December 31, 2002 and 2001, respectively.

Interest cost totaled $5,849,475 and $1,711,827 in 2002 and 2001, respectively.
These amounts include capitalized interest of $5,428,591 and $1,236,289 in 2002
and 2001, respectively.

At December 31, 2002 several loans relating solely to the NFC subsidiary of
Whitemark were in default. However, in the future this debt will no longer be a
liability or responsibility of Whitemark as a direct result of the rescission of
the NFC acquisition and in accordance with the Global Settlement Agreement (see
2002 10-KSB, Part I, Item 3, Legal Proceedings for further detail).

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,
Related Party Transactions for further detail). Future annual minimum rental
commitments under all long-term operating leases are as follows:

                  2003       $106,966
                  2004         82,646
                  2005         74,800
                  2006          6,233
                             --------
                             $270,096
                             ========

Rent expense for 2002 and 2001 under all operating leases was $333,791 and
$126,323, 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 2003 and 2004.

NOTE 9:  RELATED PARTY TRANSACTIONS

As presented in the balance sheet, the statement of cash flows, and Note 7, 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.
The balance due to related parties under these loans was $12,570,095 and
$18,979,786 as of December 31, 2002 and 2001, respectively.

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 the President of the
Company in 2000. Lease obligations for this building are approximately $6,200
monthly through December 2005.

Home sales in the amount of approximately $744,000 and $746,000 were made to
related parties in the years ended December 31, 2002 and 2001, respectively.

NOTE 10: STOCK TRANSACTIONS

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

                                       13
<PAGE>

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. These shares were held in escrow
until March 2002 when they were delivered to the lender.

During the first quarter of 2002, the Company issued 132,500 restricted common
shares valued at $82,813 to consultants for services rendered.

During the second quarter of 2002, the Company issued 50,000 shares valued at
$150,000 under its existing S-8 registrations and 442,017 restricted common
shares valued at $775,000 to consultants for services rendered. The company also
issued 1,028,389 restricted common shares as collateral on two loans in the
amounts of $600,000 and $1,820,000. The share certificates were held by an
escrow agent pending payment or default under the terms of the loans. In July
2002, 203,389 of these shares were delivered to the lender as payment in full of
a $600,000 loan plus accrued interest. In August 2002, the remaining 825,000
shares were delivered to the lender as payment in full of a $1,820,000 loan plus
accrued interest.

During the third quarter of 2002, the Company issued 90,000 shares valued at
$150,000 under its existing S-8 registrations and 603,102 restricted common
shares valued at $346,784 to a consultant for services rendered.

NOTE 11: STOCK COMPENSATION PLAN

In September 1998 and May 2002, the Company filed S-8 registration statements
registering 200,000 and 500,000 common shares for a Stock Compensation Plan
adopted by the Board. The Plan allows the directors to issue common stock as
compensation for services provided by employees, officers, directors, agents,
consultants, and advisors. The Plan allows these service providers to acquire
proprietary interests in the Company in exchange for their services. These
interests provide incentives for high levels of service. The Board approved the
issuance of 140,000 and 75,495 S-8 shares to employees and consultants during
2002 and 2001, respectively. There are currently 361,905 registered S-8 shares
still available for use through the plan.

In addition, the Board approved the issuance of 1,177,619 and 119,387 restricted
common shares to employees and consultants during 2002 and 2001, 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 $19,406 and $19,893 for the
years ended December 31, 2002 and 2001, respectively, which represents a match
of the participants' contributions up to the lesser of 3% of a participant's
wages or a maximum contribution of $6,500 per participant.

NOTE 13: EARNINGS PER SHARE

The following table sets forth the computation of basic earnings per common
share (EPS) for the years ended December 31, 2002 and 2001.


                                                      2002             2001
                                                   ------------    ------------
Numerator: Net income/(loss)                     $(24,301,095)    $   300,896

Denominator: Weighted avg. shares outstanding      15,478,963       8,976,549

Earnings/(loss) per share: Basic and diluted     $      (1.57)    $      0.03

                                       14
<PAGE>

NOTE 14: INCOME TAXES

The components of the provision for income taxes were as follows for the years
ended December 31, 2002 and 2001:

                                                   2002             2001
                                               -----------       -----------
  Current federal income tax expense/
    (benefit)                                 $ (3,934,000)      $   109,337
  Current state income tax expense/
    (benefit)                                     (666,000)           27,019
                                               -----------       -----------
  Current income tax expense/(benefit)          (4,600,000)          136,356
  Deferred tax expense/(benefit)                (7,663,000)          (24,638)
                                               -----------       -----------
     Total income tax expense/(benefit)       $(12,263,000)      $   111,718
                                               ===========       ===========

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

Deferred tax assets and liabilities consist of the following at December 31,
2002 and 2001:

                                                   2002              2001
                                               -----------       -----------
  Deferred federal tax liability               $ 2,265,000       $10,855,518
  Deferred state tax liability                     383,000         1,277,120
                                               -----------       -----------
     Total deferred tax liabilities              2,648,000        12,132,638
                                               -----------       -----------

  Deferred federal tax asset                     3,822,000            22,202
  Deferred state tax asset                         647,000             2,436
  Less valuation allowance                      (1,821,000)               -
                                               -----------       -----------
     Total deferred tax assets                   2,648,000            24,638
                                               -----------       -----------
  Net deferred tax liability                   $         -       $12,108,000
                                               ===========       ===========

The Company has a net operating loss carryforward of approximately $9,070,000
available to offset future taxable income which expires in 2023. A valuation
allowance has been established to eliminate the potential deferred tax benefit
in future years from the utilization of this net operating loss carryforward due
to the uncertainty of the possible future tax consequences of the issuance and
subsequent redemption of the Company's common stock (see 2002 10-KSB, Part I,
Item 3, Legal Proceedings for further detail).

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<PAGE>

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

                                                    2002             2001
                                               -------------      ----------
  Tax expense/(benefit)computed at
     U.S. statutory rates                      $(12,476,000)      $ 140,289
  Increases(decreases) in taxes
  resulting from:
     Net operating loss carryforward                      -         (17,527)
     Non deductible equity in unconsolidated
       subsidiary                                    14,000          12,918
     State income taxes (net of federal taxes)      205,000          (9,186)
     Tax refunds                                          -         (18,644)
     Other                                            6,000           3,868
                                               -------------      ----------
  Provision for income tax expense/
    (benefit)                                  $(12,263,000)      $ 111,718
                                               =============      ==========

NOTE 15: SELECTED FAIR VALUE INFORMATION (unaudited)

The following supplementary information regarding the fair value of land and
home inventory is presented for additional analysis. The following properties
are the remaining properties of the Company subsequent to April 18, 2003
resulting from the Global Settlement Agreement(see 2002 10-KSB, Part I, Item 3,
Legal Proceedings for further detail):

                          Appraised       Market                  Excess Market
      Project              Value(1)      Value(2)      Cost(3)   Value Over Cost
      -----------------  -----------   -----------   ----------- ---------------
      Glenbrook          $ 8,400,000   $ 9,990,000   $ 4,952,000   $ 5,038,000
      Little Creek         3,600,000     7,853,000     2,400,000     5,453,000
      Country Lake         5,200,000     5,796,000     3,700,000     2,096,000
      Bear Gully Forest    2,400,000     8,400,000     5,700,000     2,700,000
      Lake Irma            3,300,000     3,650,000     2,600,000     1,050,000
      -----------------  -----------   -----------   -----------   -----------
                  TOTAL  $22,900,000   $35,689,000   $19,352,000   $16,337,000
                         ===========   ===========   ===========   ===========

(1)  Value based on the most recent appraisals available which have been
compiled by independent third parties.

(2)  Value based on selling property in its current state on a per lot basis to
other builders or homebuyers. Values were calculated based on fully developed
lots and current market conditions.

(3)  Cost is based on the current debt associated with the particular project.
However, this amount does not take into consideration any additional profit
participation which may be due certain lenders/investors at the end of a project
or upon sale of the property.

NOTE 16: SUBSEQUENT EVENTS

On April 18, 2003 the acquisition of NFC was effectively rescinded and the
respective entities will no longer be related to the Company subsequent to the
effective date of the Global Settlement Agreement (see 2002 10-KSB, Part I, Item
3, Legal Proceedings for further detail).

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