**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**







**Form
      10-KSB**





**(Mark
      One)**




**x**
            **Annual
                Report under Section 13 or 15(d) of the Securities Exchange Act of
                1934**




**For
      the fiscal year ended December 31, 2006**




**or**





** ̈**
            **Transition
                Report under Section 13 or 15(d) of the Securities Exchange Act of
                1934**




**For
      the transition period from** **** **to** ****




**Commission
      File No. 0-8301**




**WHITEMARK
      HOMES, INC.**


**(Name
      of Small Business Issuer in Its Charter)**








**Colorado**
            
            **25-1302097****(State
                or Other Jurisdiction of**
              **Incorporation
                or Organization)**
            
            **(I.R.S.
                Employer**
              **Identification
                No.)****650
                South Central Ave., Ste 1000****Oviedo,
                Florida**
            
            **32765****(Address
                of Principal Executive Offices)**
            
            **(Zip
                Code)**




**(407)
      366-9668**


**Issuer’s
      Telephone Number, Including Area Code**










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




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











Check
      whether the issuer (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
      such shorter period that the registrant was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90
      days.    Yes x No  ̈




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B in this form, and no disclosure will be contained, to the best
      of
      registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. x




Indicate
      by checkmark whether the registrant is a shell company (as defined in Rule
      12b-2
      of the Exchange Act).    Yes  ̈   No x




The
      issuer’s gross revenue for its most recent fiscal year was $17,745,938. As of
      March 15, 2007, 21,322,341 shares of Common Stock were issued and outstanding.




The
      aggregate market value of the Common Stock held by non-affiliates of the Company
      on March 15, 2007 was $918,068, based on the price of the common stock ($0.12
      per share) at the close of the market on that day.




Transitional
      Small Business Disclosure Format. (Check
      one):    Yes  ̈ No x





Whitemark
      Homes, Inc.


Form
      10-KSB for the fiscal year ended December 31, 2006





TABLE
      OF
      CONTENTS


PagePART
                  IItem
                  1.
              
              Description
                  of Business
              
              3Item
                  2.
              
              Description
                  of Properties
              
              5Item
                  3.
              
              Legal
                  Proceedings
              
              5Item
                  4.
              
              Submission
                  of Matters to a Vote of Security Holders
              
              6PART
                  IIItem
                  5.
              
              Market
                  for Registrant's Common Equity and Related Stockholder
                  Matters
              
              7Item
                  6.
              
              Management's
                  Discussion and Analysis or Plan of Operations
              
              7Item
                  7.
              
              Financial
                  Statements and Supplementary Data
              
              11Item
                  8.
              
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              
              12Item
                  8A.
              
              Controls
                  and Procedures
              
              12Item
                  8B.
              
              Other
                  Information
              
              13PART
                  IIIItem
                  9.
              
              Directors,
                  Executive Officers, Promoters, Control Persons and Corporate Governance;
                  Compliance with Section 16(a) of the Exchange Act
              
              14Item
                  10.
              
              Executive
                  Compensation
              
              15Item
                  11.
              
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              
              18Item
                  12.
              
              Certain
                  Relationships and Related Transactions, and Director
                  Independence
              
              19Item
                  13.
              
              Exhibits
              
              20Item
                  14.
              
              Principal
                  Accountant Fees and Services
              
              20Signatures
              
              
              
              22Consolidated
                  Financial Statements
              
              11




2




PART
      I





ITEM
              1.
            DESCRIPTION
                OF BUSINESS





(a)
      Business Development





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





(b)
      Business of Issuer





Construction
      and Development





The
      Company was involved in the sale of single-family conventional homes, in the
      Orlando, Florida area. The Company offered homes in a price range from $300,000
      to over $440,000. Currently, the Company is resolving any warranty issue for
      homes that are still under warranty. The Company was involved in all aspects
      of
      the business, including land acquisition, site planning, preparation and
      improvement of land, as well as design, construction and marketing of planned
      developments, until December 31, 2006. In 2006, 69 homes/lots were delivered
      in
      2 communities. Each community offered several different floor plans for buyers
      to choose from. In 2005, 101 homes/lots were delivered in 3 communities. The
      Company has experienced significant difficulty in obtaining financing for
      project acquisitions and construction. The lenders, which did provide financing,
      usually required the personal guarantee of the Company’s former President Larry
      White. Mr. White resigned from the Company on July 27, 2005 and William Rigsby
      was appointed the new President on July 27, 2005. Mr. Rigsby will not provide
      any personal guarantees to the Company’s lenders. As a result of the Company’s
      difficulty in obtaining financing for new project acquisitions, the Company
      has
      completed its two (2) current projects, has only 4 homes left to sell, and
      it
      intends to attempt to be acquired or sell the public shell.




Sales
      of
      the Company's homes are made pursuant to a standard contract. The
      contract includes a financing contingency which permits the customer to cancel
      in the event mortgage financing at prevailing interest rates (including
      financing arrangements by the Company) is unobtainable within a specified
      period. The Company reports an undelivered home sale as part of its backlog
      upon
      execution of the presales and sales contract, as well as receipt of the down
      payment.





Current
      Projects





Lakewood





Lakewood
      consists of 96 acres of land subdivided into 48 lots including 5 lake front
      lots
      in Orange County, Florida, located amidst a preservation area that makes these
      oversized lots unique. The community is located within the Winter Park High
      School district boundaries, south of University Drive on Lake Irma, North of
      Hwy
      50, and West the of Central Florida Greeneway. Construction of the community
      of
      Lakewood was completed in 2006, including four (4) homes completed, that are
      for
      sale.




3




Glenbrook





“A
      Vacation Resort Lifestyle Community”, Glenbrook, a 266 lot, 70 acre development
      is located in a vibrant real estate market, only 10 minutes from Disney World
      and other major attractions. Amenities such as the Glenbrook Resort Community
      Recreation Facility feature a resort-style pool with waterfall, tennis courts,
      work-out room, game room, and media room with internet access. The community
      of
      Glenbrook was completed in 2006.


****


Marketing





The
      Company has an inventory of four (4) homes with construction completed. These
      homes are for sale. The Company employs commissioned sales associates, and
      advertises its residential community through local media.





Suppliers





The
      Company’s main suppliers were as follows: Rinker Materials, Quality Precast,
      Prestige AB/Ready Mix, Elite Electric, Maximum Air, Close Jowers and Prestige
      Lumber. The Company is not aware of availability issues related to any one
      particular material. As of December 31, 2006 no significant supplies
      exist.





Quality
      Service





The
      Company used the latest technology and proven construction methods to ensure
      its
      homes are of the highest quality. This is evidenced by: (1) Member in Good
      Standing issued by the National Association of Home Builders; and
      (2)


Homeowner
      Evaluation forms and letters showing the satisfaction of customers.


Due
      to
      the Company's in-depth construction expertise, a range of construction methods
      were utilized incorporating the choices made by the customer and the building
      plan requirements.





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, metal, drywall
      and concrete. In addition, the industry sometimes suffers from a shortage of
      labor including carpenters, electricians and plumbers.





Competition





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




Regulation





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


Florida
      present risks of natural disasters that could adversely affect the building
      industry.


4


Employees





At
      December 31, 2006 and December 31, 2005, the Company and its subsidiaries
      employed 5 and 13 individuals, respectively, including the executive
      officers.





ITEM
              2.
            DESCRIPTION
                OF PROPERTIES





The
      Company entered into a lease of its 2,520 square foot corporate office, during
      September 2005 (5 month lease with a one year extension, and as of February
      2007
      terms are month to month), with a monthly rental of $5,379 per month located
      at
      650 South Central Ave., Ste. 1000, Oviedo, Florida, from Davis Realty.





ITEM
              3.
            LEGAL
                PROCEEDINGS





Dispute
      of Money Owed





On
      October 30, 2002, Heller Financial, Inc. (“Heller”), a Delaware corporation,
      named Whitemark at Fox Glen, LTD., a Florida limited partnership, whose partners
      are Fox Glen Management Corporation and Whitemark Homes, Inc. as a defendant
      in
      a lawsuit alleging non-distribution of proceeds relating to a loan agreement.
      Whitemark did not dispute that there is money owed to Heller but did dispute
      the
      amount that was owed to Heller. In December 2004, a summary judgment was entered
      in favor of Heller against Fox Glen Management Corporation and two individual
      defendants (by the Northern District of Illinois). On July 19, 2005, the Company
      entered into an agreement to pay the judgment of $850,663, with $413,605 paid
      up
      front and the balance in monthly installments of $25,600 over 18 months. This
      obligation was paid in full as of December 31, 2006.





Governmental
      Action





During
      2003, the Securities and Exchange Commission ("SEC") opened an investigation
      of
      the Company related to the method in which the acquisition of the NFC Group
      was
      recorded. In September of 2005, the Company reached an agreement in principle
      with the SEC staff to recommend settlement of this matter which was formally
      approved by the SEC in December 2006. Under the settlement, the Company
      consented, without admitting or denying the allegations, to cease and desist
      from future violations of certain securities laws and regulations, but no fines
      or disgorgement were required of the Company.





Other
      Legal Matters





During
      the first quarter of 2004, the Company became a party to two legal actions.
      Michael Adkinson had asserted that the Company was in default of the Global
      Settlement Agreement that was entered into on April 18, 2003. On October 10,
      2006, the Company and the parties entered into a settlement of all matters
      without any damages or liabilities on the part of the Company.




5




The
      Company was notified in July, 2006 that it may be subject to a claim by Allstate
      Insurance Company (“Allstate”) based on an insurance claim of $89,000, which
      Allstate paid to a home purchaser in the Bear Gulley community. The claim
      apparently arose from some earth settlement, sinkhole or other similar event.
      The Company believes that, to the extent there are any damages from this event,
      it would be covered under the Builder Warranty program which was provided to
      the
      purchaser. Thus any legal recourse would be under that warranty. The Company
      has
      declined Allstate’s request for payment based on this and other defenses
      available to the Company. No legal action has been filed.





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





None
      filed during 2006 and 2005.


6


PART
      II





ITEM
              5.
            MARKET
                FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
                ISSUER
                PURCHASES OF EQUITY SECURITIES





Common
      Stock





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


Year
                  Ended December 31, 2006
              
              Year
                  Ended December 31, 2005High
              
              Low
              
              High
              
              Low1st
                  Quarter
              
              $
              .40
              
              $
              .10
              
              $
              .14
              
              $
              .052nd
                  Quarter
              
              
              .64
              
              
              .12
              
              
              .12
              
              
              .073rd
                  Quarter
              
              
              .25
              
              
              .10
              
              
              .11
              
              
              .084th
                  Quarter
              
              
              .20
              
              
              .10
              
              
              .14
              
              
              .05


On
      March
      15, 2007, the price of the stock closed at $.12 per share as reported on
      the
      OTC Bulletin Board.





As
      of
      March 15, 2007, there were approximately 6,900 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 paid a cash dividend of $.07 per share on its common stock on January
      18, 2007, and other than a potential liquidation dividend, the Company 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.





Issuance
      of Unregistered Shares





During
      the years ended December 31, 2006 and 2005, the Company did not issue any
      securities in the transactions without registering the securities under the
      Securities Act of 1933.





Redemption
      of Securities





·
            On
                November 28, 2005 the Company redeemed all outstanding convertible
                debentures issued to Cornell Capital Partners,
                LP.




·
            The
                Company did not repurchase any
                shares.





ITEM
              6.
            MANAGEMENT'S
                DISCUSSION AND ANALYSIS OR PLAN OF
                OPERATIONS





General
      Overview





The
      Company developed real estate and built homes. The Company is no longer
      developing any real estate and is attempting to sell its four remaining homes.
      The Company intends to attempt to be acquired or to be acquire by an operating
      company.




The
      Company’s two communities were completed in 2006.




7




Liquidity
      and Capital Resources





The
      Company's financing needs were provided through cash flows from operations,
      bank
      borrowings, and private and public debt and equity markets. Cash flow from
      operations were positive the past two years due to the selling of the lots
      from
      our developments. This was anticipated and cash flow from homebuilding activity
      increased as the home inventory was sold in 2006 and 2005.





On
      December 31, 2006, the Company had outstanding borrowings of approximately
      $1,300,000. This is a decrease from December 31, 2005 of approximately $3,500,000
      as a result of the selling of lots in our developments and payments made on
      outstanding loans. In addition, many of the notes payable are not subject to
      debt service until the note becomes due or have an interest reserve established
      with the lender.





Revenues:
      Whitemark's revenues for the year ended December 31, 2006 decreased to
      $17,745,938 from $30,041,561 when compared with the same period of 2005. This
      is
      a decrease of $12,295,623 or 41%. The number of homes delivered(excluding lots
      only) for the year ended December 31, 2006 was 65 homes compared to 99 homes
      in
      2005, with an average selling price per home of approximately $322,000 for
      2006.
      This is a $36,000 average increase per home when compared to 2005. The 65 homes
      in 2006 was the result of the build out of our last two developments. 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.





Gross
      Profit: Gross profit for the year ended December 31, 2006 was $2,574,253 or
      15%,
      as compared to $5,593,901 or 19% for the year ended December 31, 2005. The
      costs
      of homes and land sold during 2006 decreased $9,275,976 to $15,171,685 when
      compared with the same period in 2005. Although the cost of homes is directly
      attributable to the product mix, Whitemark operates with several internal
      control processes, which help to ensure that projected gross profit margins
      are
      maintained and quality control standards are met.





Expenses:
      Selling, general and administrative expenses increased to $1,485,304 for the
      year ended December 31, 2006, which is a increase of $868,293 or 141%
      from
      $617,011 for the year ended December 31, 2005. The increase in operating
      expenses for the current period was principally a result of the reduction of
      legal costs during 2005(the Company had an insurance claim with Navigators
      Insurance Company), the claim award amount of $550,000 was settled in 2005.
      Also
      in 2005, the Company reduced accounts payable and legal expense in the amount
      of
      $753,377 for forgiveness of debt from attorney firms. Year 2005 actual decrease
      was approximately $499,730 when excluding Navigators and forgiveness. Whitemark
      Homes has continued ongoing cost reductions in the selling, general and
      administrative costs.





Income
      from Operations: Income from operations for the year ended December 31, 2006
      was
      $1,088,949 compared to the income from operations of $4,976,890 for the year
      ended December 31, 2005. The decrease in income from operations of $3,887,941
      was a result of the factors discussed above.





Other
      Expenses: Interest expense of $45,377 was incurred for the year ended December
      31, 2006 versus $96,493 in the year ended December 31, 2005, a decrease of
      $51,116. This decrease is primarily attributable to the reduction of notes
      payable. Whitemark obtained construction loans and other borrowings in order
      to
      purchase land and build homes. Whitemark incurred interest charges on these
      borrowings, with rates varying from 8.44% to 30% per year. Interest was
      capitalized as land development costs until projects reached substantial
      completion. Upon completion of the development phase, interest was expensed.




8




Net
      Income: Net income before tax for the year ended December 31, 2006 was
      $1,060,591 as compared to a net income of $4,822,401 for 2005. The decrease
      in
      net income of $3,761,810 was a result of the factors discussed
      above.





SAFE
      HARBOR PROVISION - DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS





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





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





APPLICATION
      OF CRITICAL ACCOUNTING POLICIES




REVENUE
      RECOGNITION: The Company recognizes revenue from all land development activities
      in accordance with Statement of Financial Accounting Standards No. 66
      "Accounting for Sales of Real Estate”. Direct costs were capitalized into land
      development costs. Interest and property taxes were capitalized as land
      development costs until projects reached substantial completion. Upon completion
      of the development phase, interest and property taxes were directly expensed.
      Revenue for home sales built and financed under a traditional sale arrangement
      where title for the land and construction passed to the buyer upon completion
      of
      the homes and the closing of the sale, is recognized only upon the closing
      and
      delivery of the homes to the buyer. The Company estimated that the average
      period between the execution of a purchase agreement for a home and final
      delivery under this type of arrangement was approximately one year. The Company
      also sold land lots to buyers under an agreement in which the Company had agreed
      to build a home and other improvements for which title to the land and
      improvements passed to the buyer immediately and the buyer was the obligor
      under
      the construction loan. Revenues under this type of arrangement were recognized
      under the percentage of completion method. Also at times the Company sold land
      to buyers or other developers at which time revenue was recognized under the
      full accrual method for land sales as defined in Statement of Financial
      Accounting Standards No. 66.





In
      the
      Company’s consolidated financial statements, sales were recorded when title
      passed to the buyer - upon closing of the real estate transaction as discussed
      above. When the sale was recorded, the cost of sales related to the transaction
      was also recorded which consisted of certain costs tracked and specifically
      identified with the individual sale as well as certain costs which were not
      specifically identified, but were umbrella project costs allocated to the
      individual lots in a specific project or were Company costs allocated to the
      lots in all projects the Company had under construction.




9




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





In
      estimating the total future costs of interest and overhead, the Company relied
      upon its internal budgets, as revised from period to period, to estimate the
      amount of time that was necessary to complete the project. This estimate of
      time
      was used to extrapolate the amount of these expenses for each project as a
      whole.




10





ITEM
              7.
            FINANCIAL
                STATEMENTS AND SUPPLEMENTARY DATA


WHITEMARK
        HOMES, INC. AND SUBSIDIARIES
 
 INDEX
        TO
        CONSOLIDATED FINANCIAL STATEMENTS
 PageReport
                    of Independent Registered Certified Public Accounting Firm
                
                F-1Consolidated
                    Balance Sheet as of December 31, 2006
                
                F-2Consolidated
                    Statements of Income for the years endedDecember
                    31, 2006 and 2005
                
                F-3Consolidated
                    Statements of Stockholders' Equity for theyears
                    ended December 31, 2006 and 2005
                
                F-4Consolidated
                    Statements of Cash Flows for the years endedDecember
                    31, 2006 and 2005
                
                F-5Notes
                    to Consolidated Financial Statements
                
                F-6
  11
 
 Report
        of
        Independent Registered Certified Public Accounting Firm
 
 The
        Board
        of Directors and Stockholders of
 Whitemark
        Homes, Inc.
 
 We
        have
        audited the accompanying consolidated balance sheet of Whitemark Homes, Inc.
        and
        subsidiaries as of December 31, 2006, and the related consolidated statements
        of
        income, stockholders' equity, and cash flows for each of the two years in
        the
        period ended December 31, 2006. These financial statements are the
        responsibility of the Company's management. Our responsibility is to express
        an
        opinion on these financial statements based on our audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit 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 consolidated financial statements referred to above present
        fairly,
        in all material respects, the financial position of Whitemark Homes, Inc.
        and
        subsidiaries as of December 31, 2006, and the results of their operations
        and
        their cash flows for each of the two years in the period ended December 31,
        2006, in conformity with U.S. generally accepted accounting
        principles.
 
 /s/
        TEDDER, JAMES, WORDEN & ASSOCIATES, P.A.
 
 Orlando,
        Florida
 March
        16,
        2007
 
 F-1
  WHITEMARK
        HOMES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED
        BALANCE SHEET
 December
        31, 2006
 ASSETSLand
                    and home inventory
                
                $
                1,011,238Cash
                    and cash equivalents
                
                
                2,542,475Accounts
                    receivable
                
                
                154,437Prepaid
                    expense
                
                
                208,838Other
                    assets
                
                
                51,569TOTAL
                    ASSETS
                
                $
                3,968,557LIABILITIES
                    AND STOCKHOLDERS' EQUITYLiabilities:Notes
                    payable
                
                $
                1,267,214Accounts
                    payable
                
                
                151,178Cash
                    dividends payable
                
                
                1,492,361Accrued
                    expenses
                
                
                31,003Home
                    sale deposits
                
                
                10,000Total
                    Liabilities
                
                
                2,951,756Commitments
                    and Contingencies (see Note 5)Stockholders'
                    Equity:Common
                    stock ($.001 par value, 100,000,000shares
                    authorized, 21,669,595shares
                    issued and outstanding)
                
                
                21,669Additional
                    paid in capital
                
                
                24,108,247Accumulated
                    deficit
                
                
                (23,113,115
                )Total
                    Stockholders' Equity
                
                
                1,016,801TOTAL
                    LIABILITIES AND STOCKHOLDERS' EQUITY
                
                $
                3,968,557
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-2
 
 WHITEMARK
        HOMES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED
        STATEMENTS OF INCOME
 For
        the
        Years Ended December 31, 2006 and 2005
 2006
                
                2005Sales
                
                $
                17,745,938
                
                $
                30,041,561Cost
                    of sales
                
                
                15,171,685
                
                
                24,447,661Gross
                    profit
                
                
                2,574,253
                
                
                5,593,901Selling,
                    general andadministrative
                    expenses
                
                
                1,485,304
                
                
                617,011Income
                    from operations
                
                
                1,088,949
                
                
                4,976,890Other
                    income/(expense)Other
                    income
                
                
                91,019
                
                
                (8,995
                )Interest
                    expense
                
                
                (45,377
                )
                
                (96,493
                )Income
                    from operationsbefore
                    income tax provision
                
                
                1,134,591
                
                
                4,871,401Income
                    tax provision
                
                
                74,000
                
                
                49,000Net
                    income
                
                $
                1,060,591
                
                $
                4,822,401Earnings
                    per common share: Basicand
                    diluted
                
                $
                .05
                
                $
                .22Weighted
                    average shares outstanding -Basic
                    and diluted
                
                
                21,668,622
                
                
                21,616,467
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-3
  WHITEMARK
        HOMES, INC. AND SUBSIDIARIES
  CONSOLIDATED
        STATEMENTS OF STOCKHOLDERS' EQUITY
 For
        the
        Years Ended December 31, 2006 and 2005
 AdditionalCommon
                    Stock
                
                Paid
                    In
                
                AccumulatedShares
                
                Amount
                
                Capital
                
                Deficit
                
                TotalBalances
                    at December 31, 2004
                
                
                21,586,433
                
                $
                21,587
                
                $
                24,099,914
                
                $
                (27,503,746
                )
                $
                (3,382,245
                )Stock
                    issued under DRP* program
                
                
                71,034
                
                
                70
                
                
                6,155
                
                
                -
                
                
                6,225Net
                    income
                
                
                -
                
                
                -
                
                
                -
                
                
                4,822,401
                
                
                4,822,401Balances
                    at December 31, 2005
                
                
                21,657,467
                
                $
                21,657
                
                $
                24,106,069
                
                $
                (22,681,345
                )
                $
                1,446,381Dividends
                    Payable
                
                
                
                
                
                
                
                
                
                
                
                (1,492,361
                )
                
                (1,492,361
                )Stock
                    issued under DRP* program
                
                
                12,128
                
                
                12
                
                
                2,178
                
                
                -
                
                
                2,190Net
                    income
                
                
                -
                
                
                -
                
                
                -
                
                
                1,060,591
                
                
                1,060,591Balances
                    at December 31, 2006
                
                
                21,669,595
                
                $
                21,669
                
                $
                24,108,247
                
                $
                (23,113,115
                )
                $
                1,016,801
 
 *
        DRP
        (Dividends Reinvestment and Stock Purchase Plan)
 
 The
        accompanying notes are an integral part of these financial
        statements.
 
 F-4
  WHITEMARK
        HOMES, INC. AND SUBSIDIARIES
 
 CONSOLIDATED
        STATEMENTS OF CASH FLOWS
 For
        the
        Years Ended December 31, 2006 and 2005
 2006
                
                2005Cash
                    Flows from Operating Activities:Net
                    income
                
                $
                1,060,591
                
                $
                4,822,401Adjustments
                    to reconcile net incometo
                    net cash flows provided by operations:Depreciation
                    and amortization
                
                
                30,124
                
                
                45,525Changes
                    in operating assets andliabilities:Land
                    and home inventory
                
                
                5,737,007
                
                
                2,971,300Accounts
                    receivable
                
                
                1,308,302
                
                
                (471,288
                )Prepaid
                    expenses
                
                
                (152,108
                )
                
                10,434Other
                    assets
                
                
                209,249
                
                
                (46,648
                )Accounts
                    payable
                
                
                (1,404,220
                )
                
                (1,571,457
                )Accrued
                    expenses
                
                
                (1,242,353
                )
                
                (443,527
                )Home
                    sale deposits
                
                
                (2,011,706
                )
                
                (1,048,802
                )Net
                    cash provided byoperating
                    activities
                
                
                3,534,886
                
                
                4,361,234Cash
                    Flows from Financing Activities:Proceeds
                    from notes payable
                
                
                4,854,200
                
                
                6,822,649Repayment
                    of notes payable
                
                
                (8,358,038
                )
                
                (9,907,159
                )Proceeds
                    from stock issuance
                
                
                2,190
                
                
                6,225Net
                    cash used in financingactivities
                
                
                (3,501,648
                )
                
                (3,078,284
                )Net
                    increase in cash andcash
                    equivalents
                
                
                33,238
                
                
                1,282,950Cash
                    and cash equivalents atbeginning
                    of year
                
                
                2,509,237
                
                
                1,226,287Cash
                    and cash equivalents at end of year
                
                $
                2,542,475
                
                $
                2,509,237
  Supplemental
        Disclosures: See Note 2
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-5


WHITEMARK
          HOMES, INC. AND SUBSIDIARIES
 
 NOTES
          TO
          CONSOLIDATED FINANCIAL STATEMENTS
 December
          31, 2006 and 2005
 
 NOTE
          1:
          GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Development
          of Business
 
 Whitemark
          Homes, Inc. (“Whitemark” or the “Company”) 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 Company was involved in the
          oil and
          gas production and services industries. In addition, on April 1, 2000,
          Whitemark
          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
          Company changed its name to Whitemark Homes, Inc.
 
 Current
          Business Summary
 
 The
          Company was involved in the development of lots and the construction and
          sale of
          single-family conventional homes, primarily targeting vacation home buyers
          in
          the Orlando, Florida area. The Company offered homes in a price range from
          $300,000 to over $440,000, and was 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
          2005, 101 homes/lots were constructed/sold/closed, delivered in 4 communities.
          Each community offered several different floor plans for buyers to choose
          from.
          In 2006, 69 homes/lots were delivered in 2 communities. The Company has
          experienced significant difficulty in obtaining financing for project
          acquisitions and construction. The lenders, which did provide financing,
          usually
          required the personal guarantee of the Company’s former President Larry White.
          Mr. White resigned from the Company on July 27, 2005 and William Rigsby
          was
          appointed the new President on July 27, 2005. Mr. Rigsby will not provide
          any
          personal guarantees to the Company’s lenders. As a result of the Company’s
          difficulty in obtaining financing for new project acquisitions, the Company
          has
          completed its last project and intends to attempt to be acquired or attempt
          to
          sell the public shell.
  Sales
          of
          the Company's homes are generally made pursuant to a standard
          contract.
 The
          contract includes a financing contingency which permits the customer to
          cancel
          in the event mortgage financing at prevailing interest rates (including
          financing arrangements by the Company) is unobtainable within a specified
          period. The Company reports an undelivered home sale as part of its backlog
          upon
          execution of the presales and sales contract, as well as receipt of the
          down
          payment.
 
 Summary
          of Significant Accounting Policies
 
 The
          Company's financial statements consist of activities carried on directly
          and
          through other entities that are majority owned by the Company. This arrangement
          is utilized to segregate activities and limit the umbrella liability of
          the
          Company.
 
 Use
          of
          Estimates
 
 The
          preparation of 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.
  F-6
 
 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
          the Company and its wholly-owned subsidiaries. All significant inter-company
          balances and transactions have been eliminated. The Company's consolidated
          subsidiaries at December 31, 2006 and 2005 include Whitemark Homes of Florida,
          Inc.; Whitemark at Oak Park, Inc,; Home Funding, Inc.; Fox Glen Limited
          Partnership,; Whitemark at Corner Lake, LLC,; Whitemark at Glenbrook, LLC,;
          and
          Whitemark at Little Creek, LLC.; Sheeler Hills Ltd.
 
 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 Consolidated Statements of Cash
          Flows.
 
 ACCOUNTS
          RECEIVABLE: The Company records at net realizable value. The Company considers
          accounts receivable to be fully collectible; therefore, no allowance for
          doubtful accounts has been established.
 
 LAND
          AND
          HOME INVENTORY: Land and home inventory is stated at the lower of cost
          or market
          value, with cost determined using the specific identification method. Costs
          include land purchases, other direct project development costs, direct
          home
          construction costs, and indirect development and construction costs, including
          allocated salaries. Indirect costs are allocated to each residential property
          based on relative sales value of the home and lot. Direct costs include
          construction period interest.
 
 FAIR
          VALUE OF FINANCIAL INSTRUMENTS
 
 Fair
          value estimates discussed herein are based upon certain market assumptions
          and
          pertinent information available to management as of December 31, 2006 and
          2005.
          The respective carrying value of certain on-balance-sheet financial instruments
          approximated their fair values. These financial instruments include cash,
          receivables, accounts payable, and accrued expenses. The fair value of
          our
          long-term debt and notes payable is estimated based on the current rates
          offered
          to us for debt of similar terms, credit risk and maturities. Under this
          method
          the fair value of long-term debt was not significantly different from the
          stated
          value at December 31, 2006 and 2005.
  REVENUE
          RECOGNITION: The Company recognized revenue from all land development activities
          in accordance with Statement of Financial Accounting Standards No. 66
          "Accounting for Sales of Real Estate”. Direct costs were capitalized into land
          development costs. Interest and property taxes were capitalized as land
          development costs until projects reached substantial completion. Upon completion
          of the development phase, interest and property taxes were directly expensed.
          Revenue for home sales built and financed under a traditional sale arrangement
          where title for the land and construction passed to the buyer upon completion
          of
          the homes and the closing of the sale, is recognized only upon the closing
          and
          delivery of the homes to the buyer. The Company also sold land lots to
          buyers
          under an agreement in which the Company had agreed to build a home and
          other
          improvements for which title to the land and improvements passed to the
          buyer
          immediately and the buyer was the obligor under the construction loan.
          Revenues
          under this type of arrangement were recognized under the percentage of
          completion method. Also at times the Company sold land to buyers or other
          developers at which time revenue was recognized under the full accrual
          method
          for land sales as defined in Statement of Financial Accounting Standards
          No.
          66.
  F-7
 
 Revenue
          recognized during the years ended December 31, 2006 and 2005 consists of
          the
          following:
 2006
                  
                  2005Traditional
                      home sales
                  
                  $
                  8,317,510
                  
                  $
                  12,682,936Percentage
                      of completion
                  
                  
                  8,258,428
                  
                  
                  16,678,625Land
                      sales
                  
                  
                  1,170,000
                  
                  
                  680,000$
                  17,745,938
                  
                  $
                  30,041,561
 Internal
          sales commissions are included in selling, general and administrative expense.
          External commissions are included as part of cost of sales. Cost and estimated
          earnings on uncompleted contracts accounted for under the percentage of
          completion method above of $0 is included in accounts receivable in the
          accompanying consolidated balance sheet as of December 31, 2006.
  INCOME
          TAXES:  The Company records income taxes in accordance with SFAS No. 109,
“Accounting for Income Taxes.”  The Company has incurred net operating
          losses since inception resulting in a deferred tax asset, for which a valuation
          allowance was provided since it is more likely than not that the deferred
          tax
          asset will not be realized.
  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 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 available to common shareholders by the weighted average
          number of common shares outstanding plus net potentially dilutive
          securities.
 
 STOCK-BASED
          COMPENSATION: At December 31, 2006, the Company had a stock incentive plan
          (the
“Plan”) which authorizes the issuance of options to purchase shares of the
          Company’s common stock. Prior to January 1, 2006, the Company accounted for the
          Plan under the recognition and measurement provisions of APB Opinion No.
          25,
“Accounting for Stock Issued to Employees”, and related Interpretations, as
          permitted by FASB Statement No. 123, “Accounting for Stock-Based Compensation”.
          No stock-based employee compensation cost was recognized in the Consolidated
          Statements of Income for the year ended December 31, 2005 as all options
          granted
          under the Plan had an exercise price equal to the market value of the underlying
          common stock on the date of grant. Effective January 1, 2006, the Company
          adopted the fair value recognition provisions of SFAS No. 123(R), “Share-Based
          Payment” using the modified-prospective-transition method. Under that transition
          method, compensation cost recognized for the year ended December 31, 2006
          would
          include compensation cost for all share-based payments granted prior to,
          but not
          yet vested as of December 31, 2005, based on the grant date fair value
          estimated
          in accordance with the original provisions of SFAS No. 123 and compensation
          cost for all share-based payments granted subsequent to December 31, 2005,
          based
          on the grant-date fair value estimated in accordance with the provisions
          of SFAS
          No. 123(R). During the year ended December 31, 2006, no such compensation
          cost
          has been recognized since all stock options outstanding were fully vested
          before
          December 31, 2005. Results for prior periods have not been restated to
          reflect
          the impact of adopting the new accounting standard.
 
 F-8
  CONCENTRATION
          OF CREDIT RISK:
 
 The
          Company occasionally has cash deposited in financial institutions which
          is in
          excess of the limit imposed by the Federal Deposit Insurance Corporation
          (FDIC).
          The Company has not incurred losses on its cash deposits in the past, and
          management of the Company does not believe that losses will be incurred
          in the
          foreseeable future. The amount held in banks in excess of FDIC coverage
          at
          December 31, 2006 was approximately $2,007,700.
 
 RECLASSIFICATIONS:
          Certain amounts from 2005 have been reclassified to conform to the 2006
          presentation.
 
 RECENT
          ACCOUNITNG PRONOUNCEMENTS: In June 2006, the FASB issued FASB Interpretation
          Number 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes - an
          interpretation of FASB Statement No. 109.” The interpretation contains a two
          step approach to recognizing and measuring uncertain tax positions accounted
          for
          in accordance with SFAS No. 109. The first step is to evaluate the tax
          position
          for recognition by determining if the weight of available evidence indicates
          it
          is more likely than not that the position will be sustained on audit, including
          resolution of related appeals or litigation processes, if any. The second
          step
          is to measure the tax benefit as the largest amount which is more than
          50%
          likely of being realized upon ultimate settlement. The Company is required
          to
          adopt FIN 48 at the beginning of fiscal year 2007. The Company is currently
          evaluating the impact that FIN 48 will have on its consolidated financial
          statements.
 
 In
          September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS
          No. 157 defines fair value, establishes a framework for measuring fair
          value in
          generally accepted accounting principles and expands disclosures about
          fair
          value measurements. SFAS No. 157 applies under other accounting pronouncements
          that require or permit fair value measurements. The Company is required
          to adopt
          SFAS No. 157 effective at the beginning of fiscal year 2008. The Company
          is
          currently evaluating the impact that SFAS No. 157 will have on its consolidated
          financial statements.
 
 NOTE
          2:
          SUPPLEMENTAL CASH FLOW DISCLOSURES
 2006
                  
                  2005Cash
                      paid for interest(net amount capitalized)
                  
                  $
                  514,089
                  
                  $
                  1,115,349Income
                      Tax Paid
                  
                  
                  -
                  
                  $
                  133,800Non-cash
                      Investing and Financing Activity:Interest
                      on notes payable capitalizedinto
                      land and home inventory
                  
                  $
                  289,304
                  
                  $
                  794,537Dividends
                      payable
                  
                  $
                  1,492,361
                  
                  
                  -
 
 NOTE
          3:
          LAND AND HOME INVENTORY
 
 Land
          and
          home inventory consists of the following at December 31, 2006:
 Project
                      development and construction costs
                  
                  $
                  110,060Home
                      construction costs
                  
                  
                  901,178$
                  1,011,238
  NOTE
          4:
          NOTES PAYABLE
 
 Notes
          payable consist of the following at December 31, 2006:
 Construction
                      loans with banks and others-interest
                      rates of 8.44% to 30% withinterest
                      due monthly, principal due ashomes
                      or properties are sold, collateralizedby
                      real estate
                  
                  $
                  1,225,436Other
                      loans
                  
                  
                  41,778$
                  1,267,214
 F-9
 
 Interest
          cost totaled $517,089 and $1,115,349 in 2006 and 2005, respectively. These
          amounts include capitalized interest of $289,304 and $794,537 in 2006 and
          2005,
          respectively. The weighted average interest rate on outstanding debt at
          December
          31, 2006 is 8.9%.
 
 The
          terms
          of the obligations to participation mortgage lenders generally provided
          for a
          fixed participation return generally equal to the original loan amounts
          and were
          payable with each lot sale in an amount equal to the sale price of the
          unit less
          a 1% administrative fee payable to the lender and the Company’s share of the
          sale, as defined in the agreements. The agreements provided for, among
          other
          things, a minimum guaranteed internal rate of return to the lender of 30%,
          if
          greater than the fixed participation return. In addition to the amounts
          payable
          above, after all of the fixed participation return had been paid and after
          the
          Company had attained its return of investment as defined in the agreements,
          a
          profit return was payable to the lender generally equal to 50% of the per-lot
          profit as defined. Since guaranteed returns were expected to exceed the
          participation returns, interest was accrued on participation mortgages
          equal to
          the guaranteed return and capitalized as construction period
          interest.
 
 NOTE
          5:
          COMMITMENTS AND CONTINGENCIES
 
 Rent
          expense for 2006 and 2005 under all operating leases was $58,106 and $66,200,
          respectively. The Company began subleasing a portion of its corporate office
          building in December 2000. The sublease ended in May 2005. The Company
          entered
          into a lease of its 2,520 square foot corporate office, on September 2005
          (5
          month lease with a one year extension, as of February 2007, the lease is
          month
          to month), located at 650 South Central Ave., Ste. 1000, Oviedo, Florida,
          from
          Davis Realty.
 
 LEGAL
          MATTERS
 
 Dispute
          of Money Owed
 
 On
          October 30, 2002, Heller Financial, Inc. (“Heller”), a Delaware corporation,
          named Whitemark at Fox Glen, LTD., a Florida limited partnership whose
          partners
          are Fox Glen Management Corporation and Whitemark Homes, Inc. as a defendant
          in
          a lawsuit alleging non-distribution of proceeds relating to a loan agreement.
          Whitemark did not dispute that there is money owed to Heller but did dispute
          the
          amount that was owed to Heller. In December 2004, a summary judgment was
          entered
          in favor of Heller against Fox Glen Management Corporation and two individual
          defendants (by the Northern District of Illinois). On July 19, 2005, the
          Company
          has entered into an agreement to pay the judgment of $850,663, with $413,605
          paid up front and the balance in monthly installments of $25,600 over 18
          months.
          As of December 31, 2006 this obligation was paid in full.
 
 Governmental
          Action
 
 During
          2003, the Securities and Exchange Commission ("SEC") opened an investigation
          of
          the Company related to the method in which the acquisition of the NFC Group
          was
          recorded. In September of 2005, the Company reached an agreement in principle
          with the SEC staff to recommend settlement of this matter which was formally
          approved by the SEC in December 2006. Under the settlement, the Company
          consented, without admitting or denying the allegations, to cease and desist
          from future violations of certain securities laws and regulations, but
          no fines
          or disgorgement were required of the Company.
  F-10
 
 Other
          Legal Matters
 
 During
          the fourth quarter of 2004, Whitemark Homes of Florida, Inc. was named
          as a
          defendant in an action by Home Ownership & Mortgage Experts, Inc. seeking
          recovery of $225,000 in fees due under an agreement related to the Little
          Creek
          property. Management believed that no sums were due under the agreement
          because
          the services had not been performed among other things. However, in order
          to
          avoid the expense and uncertainty of litigation, the Company entered into
          a
          settlement agreement in the amount of $75,000 which was paid in 2005.
 
 The
          Company was served on April 13, 2005 with a complaint seeking payment of
          real
          estate commissions for three sales in the Glenbrook project.  The
          Company raised defenses or offsets to these commissions; notwithstanding
          that, the full amount of the commissions which could be claimed was escrowed
          with the closing agent. The Company resolved this matter by paying commissions
          which had been previously escrowed. No other damage or liability was
          incurred.
 
 The
          Company was notified in July, 2006 that it may be subject to a claim by
          Allstate
          Insurance Company (“Allstate”) based on an insurance claim of $89,000, which
          Allstate paid to a home purchaser in the Bear Gulley community. The claim
          apparently arose from some earth settlement, sinkhole or other similar
          event.
          The Company believes that, to the extent there are any damages from this
          event,
          it would be covered under the Builder Warranty program which was provided
          to the
          purchaser. Thus any legal recourse would be under that warranty. The Company
          has
          declined Allstate’s request for payment based on this and other defenses
          available to the Company. No legal action has been filed.
 
 NOTE
          6:
          RELATED PARTY TRANSACTIONS
 
 On
          July
          28, 2005, Whitemark Homes entered into a consulting agreement with Larry
          White
          (the former CEO and major stockholder) which continues until March 31,
          2007.
          During the year ended December 31, 2005 a monthly amount of $10,800 was
          paid.
          For the Year ended December 31, 2006 the monthly amount of $11,125 was
          paid.
 
 NOTE
          7:
          STOCK TRANSACTIONS
 
 The
          Company issued 12,128 and 71,034 common shares during 2006 and 2005,
          respectively under its Dividend Reinvestment Plan for proceeds of $2,190
          and
          $6,225 respectively.
  NOTE
          8.
          EMPLOYEE STOCK OPTIONS
 
 In
          conjunction with the Company’s execution of employment agreements with the
          former President and Chief Financial Officer of the Company in 2002, certain
          stock options were issued which provided for the option to purchase an
          aggregate
          of 1,100,000 shares of restricted stock.
 
 Prior
          to
          January 1, 2006, the Company accounted for the issuance of stock options
          under
          the recognition and measurement provisions of APB Opinion No. 25, “Accounting
          for Stock Issued to Employees”, and related Interpretations, as permitted by
          FASB Statement No. 123, “Accounting for Stock-Based Compensation. For fiscal
          year 2006, the Company adopted SFAS 123R, which revised Statement of Financial
          Accounting Standard No. 123 “Share-Based Payment”. SFAS 123R requires companies
          to measure the cost of employee services received in exchange for an award
          of
          equity instruments based on the grant-date fair value of the award. The
          cost is
          to be recognized over the period during which an employee is required to
          provide
          service in exchange for the award (usually the vesting period). The grant
          date
          fair value of employee share options and similar instruments will be estimated
          using option-pricing models adjusted for the unique characteristics of
          those
          instruments (unless observable market prices for the same or similar instruments
          are available). If an equity award is modified after the grant date, incremental
          compensation cost will be recognized in an amount equal to the excess of
          the
          fair value of the modified award over the fair value of the original award
          immediately before the modification. During 2006, the Company recognized
          no
          compensation cost related to stock options.
  F-11
 
 A
          summary
          of the Company’s outstanding stock options as of December 31, 2006 and 2005, and
          the changes during the years ended December 31, 2006 and 2005 is presented
          below:
 
 Fixed
                    Options
                
                Units
                
                Weighted
                    Average Exercise Price
                
                Options/
                  Warrants
                  ExercisableOutstanding
                    at December 31, 2004
                
                
                1,100,000
                
                $
                1.10
                
                
                1,100,000Granted
                
                
                —
                
                
                —Exercised
                
                
                —
                
                
                —Forfeited
                
                
                —
                
                
                —Outstanding
                    at December 31, 2005
                
                
                1,100,000
                
                $
                1.10
                
                
                1,100,000Granted
                
                
                —
                
                
                —Exercised
                
                
                —
                
                
                —Forfeited
                
                
                100,000
                
                
                1.10Outstanding
                    at December 31, 2006
                
                
                1,000,000
                
                $
                1.10
                
                
                1,000,000
  The
          following table summarizes information about stock options outstanding
          at
          December 31, 2006.
  Outstanding
                    Options
                
                Exercisable
                    OptionsRange
                    of Exercise Prices
                
                Number
                    Outstanding at December 31, 2006
                
                Weighted
                    Average Remaining Contractual Life
                
                Weighted
                    Average Exercise Price
                
                Number
                    Exercisable At December 31, 2006
                
                Weighted
                    Average Exercise Price$1.10
                
                
                1,000,000
                
                
                4.2
                    years
                
                $
                1.10
                
                
                1,000,000
                
                $
                1.10
 
 The
          fair
          value of each option was determined using the Black-Scholes option-pricing
          model
          which values options based on the stock price at the grant date, the expected
          life of the option, the estimated volatility of the stock, expected dividend
          payments, and the risk-free interest rate over the expected life of the
          option.
          The dividend yield was calculated by dividing the annualized dividend by
          the
          option exercise price for each grant. The expected volatility was determined
          considering stock prices for the fiscal year the grant occurred and prior
          fiscal
          years. The risk-free interest rate was the rate available on zero coupon
          U.S.
          government obligations with a term equal to the remaining term for each
          grant.
          The expected life of the option was estimated based on the exercise history
          from
          previous grants.
  F-12
 
 As
          of
          December 31, 2006, there is no unrecognized compensation cost related to
          nonvested share based compensation arrangements granted since all options
          have
          vested in prior years. The total fair value of shares vested during the
          years
          ended December 31, 2006 and 2005 was $-0-.
 
 NOTE
          9:
          RETIREMENT PLAN
 
 The
          Company 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 Company contributed $21,829 and $25,162 for the years ended
          December 31, 2006 and 2005, respectively, which represents a match of the
          participants' contributions up to the lesser of 3% of a participant's wages
          or a
          maximum contribution of $9,000 per participant.
 
 NOTE
          10:
          EARNINGS PER SHARE
 
 The
          following table sets forth the computation of basic and diluted earnings
          per
          common share (EPS) for the years ended December 31, 2006 and 2005.
 2006
                  
                  2005Numerator:
                      Net Income
                  
                  $
                  1,060,591
                  
                  $
                  4,822,401Denominator:Weighted
                      avg. shares outstanding: Basic
                  
                  
                  21,663,834
                  
                  
                  21,617,467And
                      dilutedIncome
                      per share: Basic and diluted
                  
                  $
                  .05
                  
                  $
                  .22
  The
          effect of common stock options is antidilutive, therefore we have not included
          those shares in the above computation for diluted earnings per share.
 
 NOTE
          11:
          INCOME TAXES
 
 The
          components of the provision for income taxes were as follows for the years
          ended
          December 31, 2006 and 2005:
 2006
                  
                  2005Current
                      federal income tax expense
                  
                  
                  25,000
                  
                  $
                  98,000Current
                      state income tax expense
                  
                  
                  -
                  
                  
                  -Current
                      income tax expense
                  
                  
                  25,000
                  
                  
                  98,000Deferred
                      tax expense
                  
                  
                  49,000
                  
                  
                  (49,000
                  )Total
                      income tax expense
                  
                  $
                  74,000
                  
                  $
                  49,000
 Differences
          between accounting rules and tax laws cause differences between the bases
          of
          certain assets and liabilities for financial reporting purposes and tax
          purposes. The 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 net operating losses and credit carryforwards.
  Deferred
          tax assets consist of the following at December 31, 2006:
 2006Deferred
                      income tax asset
                  
                  $
                  3,353,000Less
                      valuation allowance
                  
                  
                  (3,353,000
                  )$
                  -
  F-13
  The
          Company has a net operating loss carryforward of approximately $8,200,000
          available to offset future taxable income which begins to expire in 2022.
          A
          valuation allowance has been established to eliminate the potential deferred
          tax
          benefit in future years from the utilization of this net operating loss
          carryforward due to the uncertainty of the possibility of the Company generating
          positive income in future years.
 
 The
          provision for income taxes is different than would result from applying
          the U.S.
          statutory rate to profit before taxes for the reasons set forth in the
          following
          reconciliation:
 2006
                  
                  2005Tax
                      expense/(benefit)computed atU.S.
                      statutory rates
                  
                  $
                  386,000
                  
                  $
                  1,656,000Increases(decreases)
                      in taxesresulting
                      from:Change
                      in valuation allowance:
                  
                  
                  (300,000
                  )
                  
                  (1,915,000
                  )Net
                      operating loss carryforward
                  
                  
                  (
                      22,000
                  )
                  
                  306,000Nondeductible
                      items
                  
                  
                  10,000
                  
                  
                  2,000Provision
                      for income tax expense
                  
                  $
                  74,000
                  
                  $
                  49,000
  F-14
  ITEM
                8.
              CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL
                  DISCLOSURE





Effective
      October 27, 2005, Beemer, Pricher, Koehnhackl & Heidbrink, P.A. resigned as
      the independent registered certified public accounting firm of
      Whitemark.





On
      October 27, 2005, the Company engaged Tedder, James, Worden and Associates,
      P.A.
      as its independent registered certified public accounting firm to audit the
      Company financial statements.




There
      are
      no disagreements between the Company and its auditor, Tedder, James Worden
&
Associates, P.A., on accounting and financial disclosure.





ITEM
              8A.
            CONTROLS
                AND PROCEDURES





Disclosure
      Controls and Procedures





As
      of the
      end of the period covered by this report on Form 10-KSB, the Company carried
      out
      an evaluation, under the supervision and with the participation of its Chief
      Executive Officer/Chief Financial Officer, of the effectiveness of the design
      and operation of its disclosure controls and procedures (as defined in Rule
      13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
      (the "Exchange Act")). Based on this evaluation, our Chief Executive
      Officer/Chief Financial Officer concluded that its disclosure controls and
      procedures were not effective due to the material weakness discussed
      below.




Material
      Weakness Related to Depth of Accounting Personnel




Internal
      controls over financial reporting related to the accounting for stock options
      and dividends declared did not operate effectively resulting in adjustments
      and
      additional note disclosure in the financial statements that were not detected
      by
      the Company’s accounting staff on a timely basis. This resulted from a lack of
      qualified financial reporting personnel with sufficient depth, skills, and
      experience to record accounting transactions in accordance with generally
      accepted accounting principles in the United States of America




12




Changes
      in Internal Controls over Financial Reporting





There
      have not been changes in the Company’s internal control over financial reporting
      (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
      Act) during the fourth quarter of 2006 that have materially affected, or are
      reasonably likely to materially affect, the Company’s internal control over
      financial reporting.




Inherent
      Limitations on Effectiveness of Controls




The
      Company’s management does not expect that its disclosure controls or its
      internal control over financial reporting will prevent or detect all errors
      and
      all fraud. A control system, no matter how well designed and operated, can
      provide only reasonable, not absolute, assurance that the control system’s
      objectives will be met. 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. Further, because of the inherent limitations
      in all control systems, no evaluation of controls can provide absolute assurance
      that misstatements due to error or fraud will not occur or 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. Controls can also be circumvented by the individual acts of some
      persons, by collusion of two or more people, or management override of the
      controls. The design of any system of controls is based in part on 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. Projections of any evaluation of controls effectiveness
      to
      future periods are subject to risks. Over time, controls may become inadequate
      because of changes in conditions or deterioration in the degree of compliance
      with policies or procedures.




Item
      8B.
      OTHER INFORMATION




None.


13




PART
      III





ITEM
              9.
            DIRECTORS,
                EXECUTIVE PFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGED
                ACT





Directors





The
      Board
      of Directors of the Company (the Board) presently consists of two members.
      Each
      director is elected at the annual meeting of shareholders to hold office until
      the next annual meeting of shareholders and until his/her successor has been
      elected and qualified. Currently serving as directors as of January 31, 2007
      are: Scott D. Clark and William Rigsby. The following table sets forth
      information concerning the persons currently serving as directors of the
      Company.




Date
                FirstPosition
                With
            
            ElectedName
            
            Age
            
            the
                Company
            
            as
                DirectorWilliam
                Rigsby
            
            47
            
            Chairman
                of the Board,Chief
                Executive Officer,President,
                and ChiefFinancial
                Officer
            
            2005Scott
                D. Clark
            
            51
            
            Secretary/Treasurer/Director
            
            2000





Executive
      Officers





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





Date
                FirstPosition
                With
            
            ElectedName
            
            Age
            
            the
                Company
            
            as
                OfficerWilliam
                Rigsby
            
            47
            
            Chairman
                of the Board,Chief
                Executive Officer,President,
                and ChiefFinancial
                Officer
            
            2000Scott
                D. Clark
            
            51
            
            Secretary/Treasurer/Director
            
            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.





William
      Rigsby (Chairman of the Board, Chief Executive Officer, President, and Chief
      Financial Officer): William Rigsby graduated from Lamar University in Beaumont,
      Texas, in 1982. He earned a Bachelor of Science 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 seventeen years. As
      President and Operations Manager of Whitemark, Mr. Rigsby's responsibilities
      include construction management, purchasing, financing, market/sales and
      estimating for all land development and residential construction. His education
      and experience in engineering brings a high degree of discipline in the areas
      of
      critical path scheduling, materials usage and individual time studies for on
      site and office tasks. He develops and maintains purchasing and estimating
      systems. Mr. Rigsby is a state certified general contractor, a member of the
      Mid
      Florida Home Builders Association and American Institute of Industrial
      Engineers. He was first elected as Vice-President in 2000, and was elected
      as
      President and Chairman of the Board in July 2005.




14





Scott
      D.
      Clark (Director, Secretary and Treasurer): Scott D. Clark was admitted to the
      Florida Bar in 1980 and has been with the law firm of Scott D. Clark, P.A.
      in
      Winter Park, Florida for the last 6 years. He specializes in Real Property
      Law,
      Land Use Planning and Development Law, Banking Law, Special Tax District Bond
      Financing, and Condominium Law. He is a member of the Orange County Bar
      Association and Member Sections on Real Property, Probate and Trust Law,
      Corporation, Banking and Business Law, Tax, Condominium and Planned Development
      Committees of the Florida Bar. He graduated from the University of Florida
      with
      a degree in Journalism and a law degree, both with high honors. He is a member
      of Phi Kappa Phi and the Order of the Coif. Mr. Clark was on the University
      of
      Florida Law Review, 1978-1979 and authored, "1979 Statutory Reform Partially
      Solves Usury Regulation Defects". He has been appointed to the Seminole County
      Citizens' Concurrency Advisory Committee, and the Seminole County Road Impact
      Fee Advisory Committee. Additionally, Mr. Clark sits on the Seminole County
      Development Advisory Board, the Executive Committee of the Home Builders
      Association of Mid- Florida Board of Directors, and Florida Christian College
      Advisory Board. He was elected to his positions at Whitemark in
      2000.





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, all reports regarding transactions in the Company's securities required
      to be filed for 2006 by Section 16(a) under the Securities Exchange Act of
      1934,
      were filed.




Code
      of
      Ethics




On
      April
      8, 2004, the Board of Directors of the Company adopted a written Code of Ethics
      designed to deter wrongdoing and promote honest and ethical conduct, full,
      fair
      and accurate disclosure, compliance with laws, prompt internal reporting and
      accountability to adherence to the Code of Ethics. This Code of Ethics has
      been
      filed with the Securities and Exchange Commission as an Exhibit to Form 10-KSB
      for the year ended December 31, 2003.





ITEM
              10.
            EXECUTIVE
                COMPENSATION





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





Name
                and
            
            
            
            Salary
                Cash
            
            Bonus
                Cash
            
            OtherPrincipal
                Position
            
            Year
            
            Compensation*
            
            Compensation
            
            Compensation**Larry
                White, CEO
            
            
            2006
            
            
            —
            
            
            
            
            
            —Resigned
                July 2005
            
            
            2005
            
            
            147,115
            
            
            
            
            
            6,154William
                Rigsby, CEO
            
            
            2006
            
            
            131,195
            
            
            50,000
            
            
            3,7502005
            
            
            130,960
            
            
            
            
            
            3,750


15




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





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





No
      options were granted during the years ended December 31, 2006 and
      2005.





Director
      Compensation





No
      fees
      were paid to directors in 2006 and 2005.





Securities
      Authorized for Issuance Under Equity Compensation Plan




The
      following table sets forth the securities that have been authorized under equity
      compensation plans as of December 31, 2006.




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




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





Number
                ofSecurities
            
            Number
                ofShares
            
            
            
            Underlying
            
            Unexercised
                InAcquired
                on
            
            Value
            
            Unexercised
            
            the
                MoneyExercised
            
            Realized
            
            Options
                at
            
            Options
                atName
            
            (#)
            
            ($)(1)
            
            FY-End(#)
            
            FY-End
                ($)Larry
                White
            
            
            -0-
            
            
            -0-
            
            
            1,000,000
            
            
            -0-





16




Compensation
      Committee Report on Executive Compensation





The
      Board
      of Directors delegates responsibility for executive compensation to the
      Compensation Committee that is presently comprised of two of the directors
      on
      the Board, Scott D. Clark and William Rigsby. 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 Board of Directors did meet in 2006 to
      approve the bonuses. 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 contract provided 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 entitled Larry White to an option to purchase 1,000,000
      shares of restricted common stock at the value of the stock on January 2, 2002
      ($1.10 per share). These options are fully vested and expire January 2, 2012.
      On
      July 27, 2005 Larry White resigned from Whitemark and his employment agreement
      terminated. No bonus was awarded for 2005.





In
      April
      2002, the Company filed a registration statement on Form S-8 registering 500,000
      common shares for a Stock Compensation Plan recommended by the committee and
      adopted by the Board. The Plan allows for directors to issue common stock as
      compensation for services provided by employees, officers, directors, agents,
      consultants, and advisors. The Plan allows these service providers to acquire
      proprietary interests in the Company in exchange for their services. These
      interests provide incentives for high levels of service. During 2003, 240,000
      shares were issued under the Stock Compensation Plan in payment for services
      rendered. No shares were issued in either 2005 or 2006.





17





ITEM
              11.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND RELATED STOCKHOLDER
                MATTERS





The
      following table sets forth certain information regarding ownership of
      the


Company's
      common stock as of March 15, 2007 with respect to (1) each person known by
      the
      Company to own beneficially more than 5% of the Company's common stock, (2)
      each
      of the Company's directors, and (3) all directors and officers of the Company
      as
      a group. The title of class is common stock, $.001 par value.





#
                of SharesName
                and Address
            
            Beneficially
            
            Percent
                ofof
                Stockholder
            
            Owned
            
            ClassLarry
                and Patricia White
            
            
            13,311,977
            *
            
            62.43
            %*255
                WoodridgeGeneva,
                FL 32732Scott
                D. Clark
            
            
            65,300
            
            
            .31
            %655
                W. Morse Blvd., Ste. 212Winter
                Park, FL 32789William
                Rigsby
            
            
            294,495
            
            
            1.38
            %2750
                Lee Shore LoopOrlando,
                FL 32820All
                directors and officers as
            
            
            359,795
            
            
            1.69
            %group
                (2 persons)





As
      of
      December 31, 2006, 1,000,000 options exercisable were outstanding.





*
      Includes shares relating to 1,000,000 options exercisable within 60 days, as
      of
      January 31, 2007.




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





Changes
      in Control





No
      changes in control occurred during 2006.




18




ITEM
              12.
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
                INDEPENDENCE





On
      July
      28, 2005, Whitemark Homes entered into a consulting agreement with Larry White
      (it’s former CEO), which continues until March 31, 2007. During the year ended
      December 31, 2005 a monthly amount of $10,800 was paid. For the year ended
      December 31, 2006 a monthly amount of $11,125 was paid. For the year 2007 the
      monthly amount is $11,125.




19





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





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





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





3.1
            
            Articles
                of Incorporation (amended) filed as a part of Form 10-Q/A on November
                30,
                2000(incorporated by reference)3.2
            
            By-Laws
                previously filed with the SEC (incorporated by
                reference)9.1
            
            Voting
                trust agreement (incorporated by reference)10.1
            
            Agreement
                for Exchange of Corporate Stock previously filed as a part of the
                Form 8-K
                on November 23, 2001 (incorporated by reference)10.2
            
            Global
                Settlement Agreement filed as a part of 8-K on April 29, 2003,
                (incorporated by reference)14.1
            
            Code
                of Ethics (incorporated by reference)21.1
            
            Subsidiaries
                of registrant (filed with this Form 10-KSB)23.1
            
            Consent
                of Tedder, James, Worden & Associates, P.A. (filed with this Form
                10-KSB)31.1
            
            Certification
                pursuant to Section 30232.1
            
            Certification
                pursuant to Section 1350





(b)
      Reports on Form 8-K





On
      December 19, 2006, the Company filed a form 8-K declaring a $.07 per share
      Cash
      Dividend.




ITEM
              14.
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES





The
      following list details billed for professional services by the Company’s
      Independent Registered Certified Accounting firm during 2006.





2006
            
            2005Audit
                Fees (1)
            
            $
            44,584
            
            $
            64,472Tax
                Fees (2)
            
            
            9,120
            
            
            6,500$
            53,704
            
            $
            70,972




(1)
            Audit
                fees consist of fees for the audit of the Company’s financial statements
                and review of the financial statements included in the Company’s quarterly
                reports.





(2)
            Tax
                fees consist of fees for the preparation of original federal and
                state
                income tax returns and fees for miscellaneous tax consulting
                services.





Our
      former Audit Committee chairman, Hugh Harling resigned, in 2005. The Board
      approved the amount to be paid to Tedder, James, Worden & Associates, P.A.
      for our 2005 and 2006 audits. Each year the independent auditor’s retention to
      audit our financial statements, including the associated fee, is approved by
      the
      Board before the filing of the previous year’s annual report on Form 10-KSB. At
      the beginning of the fiscal year, the Board of Directors will evaluate other
      known potential engagements of the independent auditor, including the scope
      of
      work proposed to be performed and the proposed fees, and approve or reject
      each
      service, taking into account whether the services are permissible under
      applicable law and the possible impact of each non-audit service on the
      independent auditor’s independence from management. At each such subsequent
      meeting, the auditor and management may present subsequent services for
      approval. Typically, these would be services such as due diligence for an
      acquisition, that would not have been known at the beginning of the
      year.





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




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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.March
              20, 2007
            By:
            /s/ William RigsbyWilliam
                Rigsby
                Chairman
                  of the Board,
                Chief
                  Executive Officer,
                  President,
                    and Chief
                  Financial
                    Officer




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





Signature
            
            Title
            
            Date/s/ William
              Rigsby
            
            Chairman
                of the Board,
            
            March
                20, 2007William
                Rigsby
            
            Chief
                Executive Officer,
                President,
                  and ChiefFinancial
                Officer/s/ Scott
              D. Clark
            
            Director
            
            March
                20, 2007Scott
                  D. Clark





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