**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, 2005**




**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. 000-49766**







**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, $1.00 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 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 $30,041,561. As of
      March 31, 2006, 21,659,860 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 31, 2006 was $1,198,137. This calculation is based upon an
      estimate of the fair market value of the Common Stock by the Company’s Board of
      Directors of $.15 per share on that date. There is not an active trading market
      for the Common Stock and it is not possible to identify precisely the market
      value of the Common Stock.




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





1




Whitemark
      Homes, Inc.


Form
      10-KSB for the fiscal year ended December 31, 2005





TABLE
      OF
      CONTENTS




PageItem
                  1
              
              Business
              
              3Item
                  2
              
              Properties
              
              5Item
                  3
              
              Legal
                  Proceedings
              
              5Item
                  4
              
              Submission
                  of Matters to a Vote of Security Holders
              
              7PART
                  IIItem
                  5
              
              Market
                  for Registrant's Common Equity and Related Stockholder
                  Matters
              
              7Item
                  6
              
              Management's
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              
              8Item
                  7
              
              Financial
                  Statements and Supplementary Data
              
              11Item
                  8
              
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              
              11Item
                  8A
              
              Controls
                  and Procedures
              
              11PART
                  IIIItem
                  9
              
              Directors
                  and Executive Officers of the Registrant
              
              13Item
                  10
              
              Executive
                  Compensation
              
              14Item
                  11
              
              Security
                  Ownership of Certain Beneficial Owners and Management
              
              16Item
                  12
              
              Certain
                  Relationships and Related Transactions
              
              17Item
                  13
              
              Exhibits
              
              18Item
                  14
              
              Principal
                  Accountant Fees and Services
              
              18Signatures
              
              
              
              23Consolidated
                  Financial Statements
              
              
              
              F-1




2




PART
      I





ITEM
      1.
      BUSINESS





(a)
      Business Development





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





(b)
      Business of Issuer





Construction
      and Development





The
      Company currently is involved in the of land and the construction and sale
      of
      single-family conventional homes, primarily targeting vacation home buyers
      in
      the Orlando, Florida area. The Company offers homes in a price range from
      $2 60,000
      to
      over $460,000, and is involved in all aspects of the business, including land
      acquisition, site planning, preparation and improvement of land, as well as
      design, construction and marketing of planned developments. In 2005, 101
      homes/lots were delivered in 4 communities. Each community offers several
      different floor plans for buyers to choose from. In 2004, 103 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 intends to complete its two (2) current
      projects and then either look to be acquired or attempt to 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.




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. ****





Bear
      Gully Forest





Bear
      Gully Forest is located in Seminole County and maintains a Winter Park zip
      code.
      The community is composed of 48 home sites on two streets, Pat’s Point and Bear
      Gully Road. Pat’s Point is the location of 36 home sites, with the remaining 12
      home sites on Bear Gully Road. Within the community lies 18 acres of
      conservation areas. These conservation areas, coupled with the Seminole Trail,
      a
      cross county biking and walking path, ensure a natural setting for all
      homeowners. Development of Bear Gully Forest was completed in 2005.





Lace
      Fern





Located
      in the heart of Orlando near Kirkman Road. This affordable community features
      our Sable II model type home (3 bed, 2 bath, and single car garage) on 10 Lots.
      Development of Lace Fern was completed in 2005. ****





Marketing





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





Suppliers





The
      Company’s main suppliers are as follows: Rinker Materials, Quality Precast,
      Prestige AB/Ready Mix, Elite Electric, Maximum Air, Close Jowers and Prestige
      Lumber. The Company is not aware of availability issues related to any one
      particular material.





Quality
      Service





The
      Company uses the latest technology and proven construction methods to ensure
      its
      homes are of the highest quality. This is evidenced by: (1) 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
      are utilized incorporating the choices made by the customer and the building
      plan requirements. Whitemark's attention to detail and fine craftsmanship have
      garnered the Company many national, regional, and local awards including: East
      and Pacific Builders "Gold Nugget Awards," Southeast
      Builders' Conference "Aurora Award," Home Builders' Association of Mid-Florida
      "Parade of Homes Winners," and Orlando's "Choice Awards Winners."





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.




4




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. Delays in construction
      due to these factors or to inclement weather conditions could have an adverse
      impact on the Company's operations.





Competition





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





Regulation





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





Employees





At
      December 31, 2005 and December 31, 2004 the Company and its subsidiaries
      employed 13 and 16 individuals, respectively, including the executive
      officers.





ITEM
      2. PROPERTIES





The
      Company entered into a new lease of its 2,520 square foot corporate office,
      on
      September 2005 (5 month lease with a one year extension), 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
      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.





Acquisition
      or Disposition of Assets




5




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





As
      part
      of the Global Settlement Agreement, Whitemark received all ownership rights
      to
      5,000,000 shares of Whitemark restricted common stock, collectively owned by
      Michael Adkinson, Chad Adkinson, Wayne Adkinson, Jan Adkinson and Henry
      Devarona. Whitemark was also relieved of certain debt obligations related to
      the
      real property being transferred to Michael Adkinson, or his designees. Whitemark
      Homes also received the Orlando, Florida home of Michael Adkinson, subject
      to
      certain liens, at the time of the Global Settlement Agreement.





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





Global
      Settlement Agreement





The
      Global Settlement Agreement also terminated, canceled and released all relevant
      parties from their respective obligations in any of the following agreements
      executed as part of the business relationship executed in or about August 2001:
      (1) the Exchange Agreement; (2) Closing Agreement; (3) the Guaranty Agreement;
      (4) Employment Agreement, (5) Security and Funding Agreement; (6) all profit
      participation agreements; (7) any joint venture agreements; and (8) any other
      document or agreement executed in connection with any of the foregoing including
      the Voting Agreement, which has expired.





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





Governmental
      Action




During
      2003, the Securities and Exchange Commission (“SEC”) opened an investigation of
      the Company related to the method in which the acquisition of the NFC Group
      was
      recorded. This investigation is continuing and Whitemark is cooperating fully.
      It is managements opinion that no laws or regulations have been violated and
      that this matter will be resolved. The progress of this matter should be
      discussed with SEC counsel.





Matthews
      Action





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





6




Other
      Legal Matters





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





The
      Company was also named as a defendant in an action by Matthew Paul Malouf based
      on certain indemnification provisions related to his guaranty of a loan on
      the
      Muirfield Property and based on an asserted participation interest in that
      property or other properties which have since been relinquished by the Company
      under the Global Settlement Agreement. This action was dismissed in January,
      2006 for failure of Malouf to take any action to prosecute the case for more
      than a year. Whitemark suffered no damages or liability as a result of the
      action.




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.





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




None
      filed during
      2004 and 2005.


PART
      II





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





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. 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, 2005
              
              
              Year
                  Ended December 31, 2004High
              
              
              Low
              
              
              High
              
              
              Low1st Quarter
              $
              .14
              
              $
              .05
              
              $
              .17
              
              $
              .092nd Quarter
              
              .12
              
              
              .07
              
              
              .20
              
              
              .043rd Quarter
              
              .11
              
              
              .08
              
              
              .15
              
              
              .034th Quarter
              
              .14
              
              
              .05
              
              
              .11
              
              
              .04





On
      March
      31, 2006, the price of the stock closed at $.15 per share as reported on
      the
      OTC Bulletin Board.




As
      of
      March 31, 2006, there were approximately 6964 holders of record of the Company's
      Common Stock, plus an undetermined number of stockholders who hold their stock
      in street name.




Dividends




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





Issuance
      of Unregistered Shares





During
      the years ended December 31, 2005 and 2004, the Company issued securities in
      the
      transactions described below without registering the securities under the
      Securities Act of 1933. No underwriter, sales or placement agent was involved
      in
      any of the transactions. The applicable transactions are as
      follows:





·
            On
                August 23, 2004, the Company issued 625,000 restricted common shares
                for
                conversion of convertible debentures. These debentures were convertible
                into shares of common stock at a price equal to either (a) an amount
                equal
                to one hundred twenty percent of the closing bid price of the common
                stock
                as of the closing date or (b) an amount equal to eighty percent of
                the
                average closing bid price of the common stock for the four trading
                days
                immediately preceding the conversion date. One debenture was converted
                in
                the amount of $25,000 under which the conversion price was
                $0.04.





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




7




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





·
            On
                November 28, 2005 Whitemark Homes redeemed all outstanding convertible
                debentures issued to Cornell.





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





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





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





General
      Overview





The
      Company develops real estate and builds homes. These efforts have historically
      been concentrated in under-served markets for entry-level, first-time move-up,
      and vacation homebuyers. However, efforts are now focused on the mid-level
      homebuyer and vacation homes with housing products from $250,000 to $400,000.





The
      Company had 2 communities in various stages of development at December 31,
      2005.





Liquidity
      and Capital Resources





The
      Company's financing needs are provided through cash flows from operations,
      bank
      borrowings, and private and public debt and equity markets. Cash flow from
      operations 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 2005 and 2004 and is expected to
      continue during 2006. The Company has approximately $17,522,000 of current
      presale backlog which is projected to generate revenues in fiscal years
      2006.





On
      December 31, 2005, the Company has outstanding borrowings of approximately
      $4,800,000. This is a decrease from December 31, 2004 of approximately $3,300,000
      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. The Company's objective is to either pre-sell the properties
      to
      the point where construction can begin or to sell the property for a profit
      prior to the note's coming due.





The
      Company currently finances its projects with project specific acquisition,
      development and construction loans. These loans are secured by each project
      and
      are drawn down and repaid based on the progress of the project. The Company
      requires funds generated from operations and expected borrowing availability
      to
      fund the Company's working capital requirements.




8




Revenues:
      Whitemark's revenues for the year ended December 31, 2005 decreased to
      $30,041,561 from $36,906,948 (this includes revenues of $12,192,282 for two
      developments sold during 2004) when compared with the same period of 2004.
      This
      is a decrease of $6,865,387 or 18%. The number of homes delivered(excluding
      lots
      only) for the year ended December 31, 2005 was 99 Homes compared to 101 in
      2004,
      with an average selling price per home of approximately $286,000 for 2005,
      this
      is a $77,000 average increase per home when compared to 2004. 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, 2005 was $5,593,901 or
      19%,
      as compared to $3,800,841 or 10% for the year ended December 31, 2004. The
      costs
      of homes and land sold during 2005 decreased $8,658,446 to $24,447,661 when
      compared with the same period in 2004. The primarily reason for the gross profit
      percent increase is due to the sale of the two developments in 2004 as well
      as
      an increase in home prices 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 decreased to $617,011 for the
      year
      ended December 31, 2005, which is a decrease of $2,763,674 or 82%
      from
      $3,380,385 for the year ended December 31, 2004. The decrease in operating
      expenses for the current period was principally a result of the reduction of
      legal costs (we have an insurance claim with Navigator in 2004 we booked
      $117,359 receivable and reduce legal, in 2005, addition $432,641 was recorded
      in
      the same manner), also in 2005 we reduce accounts payable and legal in the
      amount of $753,377 for forgiveness of debt from attorney firms. Whitemark Homes
      has continued ongoing cost reductions in the selling, general and administrative
      costs.





Income
      from Operations: The income from operations for the year ended December 31,
      2005
      was $4,976,890 compared to the income from operations of $420,456 for the year
      ended December 31, 2004. The increase in income from operations of $4,556,434
      was a result of the factors discussed above.





Other
      Expenses: Interest expense of $96,493 was incurred for the year ended December
      31, 2005 versus $121,616 in the year ended December 31, 2004, a decrease of
      $25,123. This decrease is primarily attributable to the reduction of notes
      payable. Whitemark obtains construction loans and other borrowings in order
      to
      purchase land and build homes. Whitemark incurs interest charges on these
      borrowings, with rates varying from 4.75% to 30% per year. Interest is
      capitalized as land development costs until projects reach substantial
      completion. Upon completion of the development phase, interest is expensed.





The
      write
      down of the investment in Golden Square Industries Inc., “GSI”, of $438,905
      relates to management’s revised estimate of its realizable value as of June 30,
      2004. Related asset(investment) and notes payable was wrote off in 2005, this
      had no impact to the financials.





Net
      Income (Loss): Net income before tax for the year ended December 31, 2005 was
      $4,871,401 as compared to a net loss of ($45,052) for 2004. The increase in
      net
      income of $4,916,453 was a result of the factors discussed above.





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




9




SAFE
      HARBOR PROVISION - DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS





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





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





APPLICATION
      OF CRITICAL ACCOUNTING POLICIES





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





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





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




10





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





ITEM
      7. FINANCIAL
      STATEMENTS





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





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





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





On
      October 27, 2005, the Registrant engaged Tedder, James, Worden and Associates,
      P.A. as its independent registered public accounting firm to audit the
      Registrant’s 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, 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 concluded that its
      disclosure controls and procedures are effective in timely alerting him to
      material information required to be included in the Company’s periodic reports
      that are filed with the Securities and Exchange Commission.





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 2005 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




11




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.




12




PART
      III





ITEM
      9. DIRECTORS AND
      EXECUTIVE OFFICERS OF THE REGISTRANT





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 March 31,
      2006
      are: Scott D. Clark, and William Rigsby. The following table sets forth
      information concerning the persons currently serving as directors of the
      Company.


Name
              
              Age
              
              Position
                  With
                the
                  Company
              
              Date
                  First
                Elected
                as
                  DirectorWilliam
                  Rigsby
              
              46
              
              President,
                  ChiefExecutive
                  Officer andChief
                  Financial Officer
              
              200050Scott
                  D. Clark
              
              
              
              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.




Name
              
              Age
              
              Position
                  With
                the
                  Company
              
              Date
                  First
                Elected
                as
                  OfficerWilliam
                  Rigsby
              
              46
              
              Chairman
                  of the Boardand CEO
              
              2005Scott
                  D. Clark
              
              50
              
              Secretary/Treasurer
              
              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 (President and Chairman of the Board): 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 sixteen 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, elected as President and Chairman
      of
      the Board in July 2005.





13




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





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 2005 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.





14






Name and
                Principal Position
              
              Year
              
              Salary
                  Cash
                Compensation*
              
              Bonus
                  Cash
                Compensation
              
              Other
                Compensation**Larry White, CEO
              
              2005
              
              147,115
              
              
              
              6,154Resigned July 2005
              
              2004
              
              488,702
              
              
              
              7,214William Rigsby, CEO
              
              2005
              
              130,960
              
              
              
              3,7502004
              
              135,782
              
              
              
              3,894


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




**
      Other
      compensation includes a vehicle allowance and contributions to a


"SIMPLE"
      retirement plan.




No
      options were granted during the years ended December 31, 2005 and
      2004.





Director
      Compensation





No
      fees
      were paid to directors in 2005 and 2004.





Securities
      Authorized for Issuance Under Equity Compensation Plan




The
      following table sets forth the securities that have been authorized under equity
      compensation plans as of December 31, 2005.


**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
            1,100,000
            $1.10
            --TOTAL
            1,100,000
            $1.10
            --


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





Name
              
              Shares
                Acquired
                  on
                Exercised
                  (#)
              
              Value
                Realized
                ($)(1)
              
              Number
                  of
                Securities
                  Underlying
                Unexercised
                  Options
                at
                  FY-End(#)
              
              Number
                  ofUnexercised
                Inthe
                  Money
                Options
                  at FY-End ($)Larry White
              
              -0-
              
              -0-
              
              1,000,000
              
              -0-William Rigsby
              
              -0-
              
              -0-
              
              100,000
              
              -0-






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 Compensation Committee meets at least
      annually to consider and make its determinations for the ensuing year. The
      Committee determines compensation for the Chief Executive Officer based on
      its
      assessment of the individual performance of the officer, a review of the
      Company's operating performance, including but not limited to, earnings per
      share, cash flow generation, revenues, operating income, and strategic
      acquisitions, an analysis of total returns to shareholders relative to total
      returns generated by comparable public companies and a review of compensation
      of
      the chief executive officers of companies with businesses of comparable
      size.





Based
      on
      the committee's review, an employment agreement dated January 2002 was executed
      between Larry White and the Company. The 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 Homes and his employment
      agreement terminated. Mutually agreed no bonus was awarded for 2005. As of
      December 31, 2005, no amount was due to Mr. White under the employment
      agreement.





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.




15





ITEM
      11. SECURITY OWNERSHIP OF
      CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
      following table sets forth certain information regarding ownership of the Company's
      common stock as of March 31, 2006 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.




Name
                  and Address
                of
                  Stockholder
              
              #
                  of Shares
                Beneficially
                Owned
              
              Percent
                  of
                ClassLarry and Patricia White
              
              13,311,977
                  *
              
              61.46%*699 Bear Paw CtWinter Springs, FL 32708Scott D. Clark
              
              65,300
              
              .30%655 W. Morse Blvd.,   Ste. 
                212Winter Park, FL 32789William Rigsby
              
              295,000
              
              1.36%2958 Division StreetOviedo, FL 32765All directors and officers as
              
              360,300
              
              1.66%group
                  (2 persons)




As
      of
      December 31, 2005 1,1000,000 option exercisable were outstanding





As
      of
      January 31, 2006, 100,000 options expired.





*
      Includes shares relating to 1,000,000 options exercisable within 60 days, as
      of
      March 31, 2006.




Pursuant
      to the global settlement Agreement, 350,000 shares registered to the Adkinson
      Group are being held in escrow pending return to the Company for cancellation;
      4,650,000 shares were returned in the year 2004. See Part I, Item 3. Legal
      Proceedings. The voting rights to these shares are held by Larry
      White.





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





Changes
      in Control





No
      changes in control occurred during 2005.




16





ITEM
      12. CERTAIN RELATIONSHIPS
      AND RELATED TRANSACTIONS





Set
      forth
      below is a description of significant relationships and related transactions
      between the Company and management during the years ended December 31, 2005
      and
      2004.





The
      Company had borrowed funds from officers, directors and from a senior manager
      for the development of projects. The balances outstanding at December 31, 2005
      and 2004 totaled $0 and $267,388.





In
      2005
      and 2004, the Company was due amounts from related parties for various costs
      incurred with regard to properties owned by these related parties in
      anticipation of further development of these properties by the Company.





On
      July
      28, 2005, Whitemark Homes entered into a consulting agreement with Larry White
      until December 31, 2006. For the year 2005 a monthly amount of $10,800. For
      the
      Year 2006 the monthly amount will be $11,125.




17





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 onNovember
                30, 2000(incorporated by reference)3.2
            By-Laws
                previously filed with the SEC (incorporated by
                reference)9.1
            Voting
                trust agreement (Filed with this Form
                10-KSB)10.1
            Agreement
                for Exchange of Corporate Stock
                previously filed as a part of the Form 8-K on November 23, 2001
                (incorporated by reference)10.2
            Global
                Settlement Agreement filed as a part of 8-K on April 29, 2003,
                (incorporated by reference)14.1
            Code
                of Ethics (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 withthis
                Form 10-KSB)23.2
            Consent
                of Beemer, Pricher, Kuehnhackl &
                Heidbrink P.A. (filed withthis
                Form 10-KSB)31.1
            Certification(s)
                of the President (filed with
                this Form 10-KSB)32.1
            Certification(s)
                of the Chief Financial
                Officer (filed with this Form
                10-KSB)




(b)
      Reports on Form 8-K




On
      July
      27, 2005, Kenneth White tendered his resignation as Chairman of the Board of
      Directors, President and Chief Executive Officer of Whitemark Homes,
      Inc.




On
      July
      27, 2005, the Board of Directors of Whitemark Homes, Inc. appointed William
      D.
      Rigsby as President, Chief Executive Officer and as a member of the Board of
      Directors.




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





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




ITEM
      14. PRINCIPAL ACCOUNTANT
      FEES AND SERVICES





(1)
            Audit
                fees include all fees for services in connection with the annual
                audit of
                our financial statements; include all fees related to the performance
                of
                the audit or review. The audit fee for 2005 expected to be paid is
                between
                $35,000 and $40,000 to Tedder, James, Worden & Associates,
                P.A.





(2)
            Other
                Fees and review for our third quarterly financial statements. For
                2005
                amount paid was $6,447 to Tedder, James, Worden & Associates,
                P.A.





(3)
            Tax
                fees are for preparation of federal and state income tax returns.
                The
                board discussed these services with Tedder, James, Worden and
                determined that their provision would not impair Tedder, James, Worden's
                independence. The tax fee for 2005 expected to be paid is $6,500
                to
                Tedder, James, Worden & Associates,
                P.A.





18




Our
      Audit
      Committee, Hugh Harling resigned in 2005. The Board approved the amount to
      be
      paid to Tedder, James, Worden & Associates, P.A. for our 2005 Audit. 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.





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.






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,
              INCDate: April
              17, 2006
            By:
            /s/William RigsbyWilliam Rigsby,
              President, Chief Executive Officer and Chief
                Financial
                Officer


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


SignatureDate: April
                17, 2006
              
              /s/William RigsbyWilliam
                RigsbyTitle:
                President, Chief Executive Officer and Chief Financial Officer
 SignatureDate: April
                17, 2006
              
              /s/
                Scott D. ClarkScott
                D. ClarkTitle:
                Director


19




WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





INDEX
      TO
      CONSOLIDATED FINANCIAL STATEMENTS





PageReport
                  of Independent Registered Certified Public Accounting Firm
              
              F-1Report
                  of Independent Registered Certified Public Accounting Firm
              
              F-2Consolidated
                  Balance Sheet as of December 31, 2005
              
              F-3Consolidated
                  Statements of Operations for the years ended December 31, 2005
                  and
                  2004
              
              F-4Consolidated
                  Statements of Stockholders' Equity for the years ended December
                  31, 2005
                  and 2004
              
              F-5Consolidated
                  Statements of Cash Flows for the years ended December 31, 2005
                  and
                  2004
              
              F-6Notes
                  to Consolidated Financial Statements
              
              F-7





Report
      of
      Independent Registered Certified Public Accounting Firm





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





We
      have
      audited the consolidated balance sheet of Whitemark Homes,
      Inc. and subsidiaries as of December 31, 2005 and the related consolidated
      statements of operations, stockholders' equity and cash flows for the year
      then
      ended. These financial statements are the responsibility of the Company's
      management. Our responsibility is to express an opinion on these financial
      statements based on our audit.





We
      conducted our audit 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 audit provides a
      reasonable basis for our opinion.





In
      our
      opinion, the 2005 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, 2005 and the results of their
      operations and cash flows for the year then ended, in conformity with U.S.
      generally accepted accounting principles.








/s/TEDDER,
      JAMES, WORDEN & ASSOCIATES, P.A.





Orlando,
      Florida


March
      22,
      2006






F-1




To
      the
      Board of Directors and Stockholders of Whitemark
      Homes, Inc. and Subsidiaries





We
      have
      audited the accompanying consolidated statements of operations, stockholders’
equity, and cash flows of Whitemark Homes, Inc. (a Colorado Corporation) and
      its
      subsidiaries for the year ended December 31, 2004. These consolidated financial
      statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these consolidated financial
      statements based on our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States of America). Those standards require
      that we plan and perform the audit to obtain reasonable assurance about whether
      the consolidated 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
      audit provides a reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the results of operations and cash flows of Whitemark
      Homes, Inc. and its subsidiaries for the year ended December 31, 2004 in
      conformity with U.S. generally accepted accounting principles.










BEEMER,
      PRICHER, KUEHNHACKL AND HEIDBRINK, P.A.


Certified
      Public Accountants




Orlando,
      Florida


February
      11, 2005






F-2




WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





CONSOLIDATED
      BALANCE SHEET


December
      31, 2005




ASSETSLand
                and home inventory
            
            $
            6,748,245Cash
                and cash equivalents
            
            
            2,509,237Accounts
                receivable
            
            
            1,462,739Prepaid
                expense
            
            
            56,730Other
                assets
            
            
            290,942TOTAL
                ASSETS
            
            $
            11,067,892LIABILITIES
                AND STOCKHOLDERS' EQUITYLiabilities:Notes
                payable
            
            $
            4,771,052Accounts
                payable
            
            
            1,555,398Accrued
                Interest
            
            
            947,112Accrued
                expenses
            
            
            326,243Home
                sale deposits
            
            
            2,021,706Total
                Liabilities
            
            
            9,621,511Commitments
                and Contingencies (see Note 7)Stockholders'
                Equity:Common
                stock ($.001 par value, 100,000,000shares
                authorized, 21,657,467shares
                issued and outstanding)
            
            
            21,657Additional
                paid in capital
            
            
            24,106,069Accumulated
                deficit
            
            
            (22,681,345
            )Total
                Stockholders' Equity
            
            
            1,446,381TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            11,067,892


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






F-3




WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





CONSOLIDATED
      STATEMENTS OF OPERATIONS


For
      the
      Years Ended December 31, 2005 and 2004




2005
              
              2004Sales
              
              $ 30,041,561
              
              $ 36,906,948Cost
                  of sales
              
              24,447,661
              
              33,106,107Gross
                  profit
              
              5,593,901
              
              3,800,841Selling,
                  general andadministrative
                  expenses
              
              617,011
              
              3,380,385Income
                  from operations
              
              4,976,890
              
              420,456Other
                  income/(expense)Other
                  income
              
              (8,995
              )
              95,013Interest
                  expense
              
              (96,493
              )
              (121,616
              )Writedown
                  of investment
              
              --
              
              (438,905
              )before
                  income taxes
              
              4,871,401
              
              (45,052
              )Income
                  tax provision
              
              49,000
              
              --Net
                  income(loss)
              
              4,822,401
              
              (45,052
              )Earnings(Loss)
                  per common share: Basicand
                  diluted
              
              $             .22
              
              $           (.00
              )Weighted
                  average shares outstanding -Basic
                  and diluted
              
              21,616,467
              
              19,641,479




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






F-4




WHITEMARK
      HOMES, INC. AND SUBSIDIARIES


CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' EQUITY


For
      the
      Years Ended December 31, 2005 and 2004





Common
                  StockShares
              
              Amount
              
              AdditionalPaid
                InCapital
              
              Accumulated
                Deficit
              
              TotalBalances
                  at December 31, 2003
              
              
              18,346,551
              
              
              18,340
              
              
              23,865,522
              
              
              (27,458,694
              )
              
              (3,574,825
              )Stock
                  issued under DRP* program
              
              
              122,025
              
              
              122
              
              
              12,510
              
              
              --
              
              
              12,632Restricted
                  stock issued forconversion
                  of convertibledebentures
              
              
              7,767,857
              
              
              7,768
              
              
              217,232
              
              
              --
              
              
              225,000Cancellation
                  of shares perGlobal
                  SettlementAgreement
                  (Note 2)
              
              
              (4,650,000
              )
              
              (4,650
              )
              
              4,650
              
              
              --
              
              
              --Net
                  loss
              
              
              --
              
              
              --
              
              
              --
              
              
              (45,052
              )
              
              (45,052
              )Balances
                  at December 31, 2004
              
              
              21,586,433
              
              $
              21,580
              
              $
              24,099,914
              
              $
              (27,503,746
              )
              $
              (3,382,245
              )Stock
                  issued under DRP* program
              
              
              71,034
              
              
              71
              
              
              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
              )
              $
              1,446,382




*
        DRP
        (Dividends Reinvestment and Stock Purchase Plan)
 
 The
        accompanying notes are an integral part of these financial
        statements.




F-5




WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





CONSOLIDATED
      STATEMENTS OF CASH FLOWS


For
      the
      Years Ended December 31, 2005 and 2004




2005
              
              2004Cash
                  Flows from Operating Activities:Net
                  income(loss)
              
              $ 4,822,401
              
              $     (45,052
              )Adjustments
                  to reconcile net income(loss)to
                  net cash flows provided by operations:Depreciation
                  and amortization
              
              45,525
              
              42,973Loss
                  on writedown of investment
              
              --
              
              438,905Loss
                  on disposal of property and equipment
              
              --
              
              11,338Changes
                  in operating assets and liabilities:Land
                  and home inventory
              
              2,971,300
              
              12,327,164Accounts
                  receivable
              
              (471,288
              )
              (820,962
              )Prepaid
                  expenses
              
              10,434
              
              (12,511
              )Other
                  assets
              
              46,648
              
              (280,486
              )Accounts
                  payable
              
              (1,571,457
              )
              392,218Accrued
                  expenses
              
              (443,527
              )
              (745,054
              )Home
                  sale deposits
              
              (1,048,802
              )
              721,909Net
                  cash provided byoperating
                  activities
              
              4,361,234
              
              12,030,442Cash
                  Flows from Investing Activities:Purchases
                  of property and equipment
              
              --
              
              (40,011
              )Net
                  cash used for investingactivities
              
              --
              
              (40,011
              )Cash
                  Flows from Financing Activities:Proceeds
                  from notes payable
              
              6,822,649
              
              15,094,147Repayment
                  of notes payable
              
              (9,907,159
              )
              (26,701,951
              )Proceeds
                  from stock issuance
              
              6,225
              
              12,632Net
                  cash used for financingactivities
              
              (3,078,284
              )
              (11,595,172
              )Net
                  increase in cash andcash
                  equivalents
              
              1,282,950
              
              395,259Cash
                  and cash equivalents atbeginning
                  of year
              
              1,226,287
              
              831,028Cash
                  and cash equivalents at end of year
              
              $ 2,509,237
              
              $   1,226,287


Supplemental
      Disclosures: See Note 3




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




F-6




WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS


December
      31, 2005 and 2004





NOTE
      1: GENERAL INFORMATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Development
      of Business





Whitemark
      Homes, Inc. (the “Registrant 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 Registrant was involved in the
      oil
      and gas production and services industries. In addition, on April 1, 2000,
      the
      Registrant disposed of its oil and gas industry related activities and assets
      and acquired Whitemark Homes, Inc. (“Whitemark Florida”) along with certain
      related entities (the “Whitemark Group”) in a transaction accounted for as a
      reverse acquisition. Whitemark Florida changed its name to Whitemark Homes
      of
      Florida, Inc. and the Registrant changed its name to Whitemark Homes,
      Inc.





On
      October 1, 2001, the Registrant acquired North Florida Consulting, Inc. and
      certain related entities (the “NFC Group”) as an expansion of its business. With
      the acquisition of the NFC group, the Company entered into the development
      of
      high-rise residential resort properties. However, although Whitemark and
      NFC had
      completed the aforementioned acquisition, in April 2003, the acquisition was
      effectively rescinded and the respective entities were no longer related (see
      Part I, Item 3, Legal Proceedings for further detail). Whitemark is currently
      developing real estate within the state of Florida.





Current
      Business Summary





The
      Company is involved in the development of lots and the construction and sale
      of
      single-family conventional homes, primarily targeting vacation home buyers
      in
      the Orlando, Florida area. The Company offers homes in a price range from
      $260,000 to over $460,000, and is involved in all aspects of the business,
      including land acquisition, site planning, preparation and improvement of land,
      as well as the design, construction, marketing, and financing of the homes.
      In
      2005, 101 homes/lots were constructed/sold/closed, etc., delivered in 4
      communities. Each community offers several different floor plans for buyers
      to
      choose from. In 2004, 103 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 intends to complete its
      two
      (2) current projects and then either look 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.




F-7




Use
      of
      Estimates





The
      preparation of these financial statements requires the use of estimates and
      judgments that affect the reported amounts of assets, liabilities, revenues
      and
      expenses, and related disclosure of contingent assets and liabilities. These
      estimates are evaluated on an ongoing basis. In addition, estimates are based
      on
      historical experience and on various other assumptions that management believes
      are reasonable under the circumstances the results of which form the basis
      for
      making judgments about the carrying values of assets and liabilities that are
      not readily apparent from other sources. Actual results may differ from these
      estimates under different assumptions or conditions. The
      following items represent critical accounting policies that require significant
      use of judgment and estimates which are used in the preparation of our financial
      statements.





PRINCIPLES
      OF CONSOLIDATION: The consolidated financial statements include the accounts
      of
      Whitemark Homes, Inc. and its wholly-owned subsidiaries. All significant
      inter-company balances and transactions have been eliminated. The Company's
      consolidated subsidiaries at December 31, 2005 and 2004 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.





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





ACCOUNTS
      RECEIVABLE: The Company records at net realization 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.





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





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, 2005 and 2004.
      The respective carrying value of certain on-balance-sheet financial instruments
      approximated their fair values. These financial instruments include cash,
      receivables, accounts payable, accrued expenses and loans from shareholders.
      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, 2005 and
      2004.




F-8




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





Revenue
      recognized during the years ended December 31, 2005 and 2004 consists of the
      following:





2005
              
              2004Traditional
                  home sales
              
              $
              12,682,936
              
              $
              21,328,011Percentage
                  of completion
              
              
              16,678,625
              
              
              3,324,155Land
                  sales
              
              
              680,000
              
              
              12,254,782$
              30,041,561
              
              $
              36,906,948




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 $585,275 is included in accounts receivable in the
      accompanying consolidated balance sheet as of December 31, 2005.




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





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





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




F-9




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, 2005 was approximately $2,205,000.





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





NOTE
      2: DISCONTINUED
      OPERATIONS





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




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




Effective
      April 18, 2003, this acquisition was effectively rescinded and all assets and
      liabilities exchanged in the original transaction were returned to the original
      owners with certain exceptions provided for in the exchange agreement. As a
      result all assets and liabilities of the NFC Group reverted to the original
      owner and 5,000,000 shares of common stock of the Company were returned to
      the
      company subject to certain liens. The liens relate to a collateral pledge of
      the
      Whitemark shares in favor of three banks for loans totaling $2,700,000 made
      to
      the former owners of the NFC Group. As
      of
      December 31, 2004, these liens have been removed from 4,650,000 of these shares,
      and the shares were canceled.




This
      transaction was effectively a discontinuance of the operation of the NFC Group
      by the Company. Consequently, the Company charged off significant amounts of
      assets during the years ended December 31, 2003 and 2002.





F-10




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





NOTE
      3: SUPPLEMENTAL CASH
      FLOW DISCLOSURES




2005
                
                2004Cash
                    paid for interest
                
                $
                1,115,349
                
                $
                2,877,683Non-cash
                    Investing and Financing Activity:Interest
                    on notes payable capitalizedinto
                    land and home inventory
                
                $
                794,537
                
                $
                1,838,819Restricted
                    stock issued for conversion of
                
                $
                --
                
                
                225,000convertible
                    notes payable




NOTE
      4: LAND
      AND HOME INVENTORY




Land
      and
      home inventory consists of the following at December 31, 2005:




Project
                  development and construction costs
              
              $
              1,846,144Home
                  construction costs
              
              
              1,824,484Land
                  Cost
              
              
              3,077,617$
              6,748,245


NOTE
      5: EQUITY METHOD
      INVESTMENTS





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





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





NOTE
      6: NOTES
      PAYABLE





Notes
      payable consist of the following at December 31, 2005:




Construction
                  loans with banks and others-interest rates of 4.75% to 30% withinterest due monthly, principal due ashomes or properties are sold, collateralizedby real estate
              
              $
              4,201,912Obligations
                  to participation mortgagelenders - payments due based on cash flowsof the Glenbrook, and Lake Irma projects,collateralized by real estateand partnership interests
              
              
              327,380Other loans
              
              
              241,760$
              4,771,052
  F-11




Interest
      cost totaled $1,115,349 and $2,877,683 in 2005 and 2004, respectively. These
      amounts include capitalized interest of $ 845,496
      and $2,755,767 in 2005 and 2004, respectively. The weighted average interest
      rate on outstanding debt at December 31, 2005 is 10.3%.





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





NOTE
      7: COMMITMENTS AND
      CONTINGENCIES





Operating
      Leases




The
      Company leases office equipment under noncancellable operating leases. Future
      annual minimum rental commitments under all long-term operating leases at
      December 31, 2005 are as follows:





2006
            
            $
            52,1432007
            
            
            4,301$
            56,444




Rent
      expense for 2005 and 2004 under all operating leases was $66,200 and $259,076,
      respectively. The Company began subleasing a portion of its corporate office
      building in December 2000. The sublease ended in May 2005. In September 2005
      a
      new lease agreement at our current location for our portion of the building
      was
      entered into for a period of five (5) months with an option to extend one
      year.





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.





Acquisition
      or Disposition of Assets





F-12




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





As
      part
      of the Global Settlement Agreement, Whitemark received all ownership rights
      to
      5,000,000 shares of Whitemark restricted common stock, collectively owned by
      Michael Adkinson, Chad Adkinson, Wayne Adkinson, Jan Adkinson and Henry
      Devarona. Whitemark was also relieved of certain debt obligations related to
      the
      real property being transferred to Michael Adkinson, or his designees. Whitemark
      Homes also received the Orlando, Florida home of Michael Adkinson, subject
      to
      certain liens.





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





Global
      Settlement Agreement





The
      Global Settlement Agreement also terminated, canceled and released all relevant
      parties from their respective obligations in any of the following agreements
      executed as part of the business relationship executed in or about August 2001:
      (1) the Exchange Agreement; (2) Closing Agreement; (3) the Guaranty Agreement;
      (4) Employment Agreement, (5) Security and Funding Agreement; (6) all profit
      participation agreements; (7) any joint venture agreements; and (8) any other
      document or agreement executed in connection with any of the foregoing including
      the Voting Agreement, which has expired.





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





Governmental
      Action





During
      2003, the Securities and Exchange Commission (“SEC”) opened an investigation of
      the Company related to the method in which the acquisition of the NFC Group
      was
      recorded. This investigation is continuing and Whitemark is cooperating fully.
      It is managements opinion that no laws or regulations have been violated and
      that this matter will be resolved. The progress of this matter should be
      discussed with SEC counsel.





Matthews
      Action




F-13




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





Other
      Legal Matters





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





The
      Company was also named as a defendant in an action by Matthew Paul Malouf based
      on certain indemnification provisions related to his guaranty of a loan on
      the
      Muirfield Property and based on an asserted participation interest in that
      property or other properties which have since been relinquished by the Company
      under the Global Settlement Agreement. This action was dismissed in January,
      2006 for failure of Malouf to take any action to prosecute the case for more
      than a year. Whitemark suffered no damages or liability as a result of the
      action.




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.





NOTE
      8: RELATED PARTY
      TRANSACTIONS





As
      presented in the balance sheet, the consolidate statement of cash flows, and
      Note 6, the Company has borrowed for development projects. Some of these loans
      mature at various dates or as homes are sold. Others are due upon arrangement
      of
      other financing or upon sale of the project. The balance due to related parties
      under these loans was $-0- as of December 31, 2005.





NOTE
      9: STOCK
      TRANSACTIONS





F-14




The
      Company issued 71,034 and 122,025 common shares during 2005 and 2004,
      respectively under its Dividend Reinvestment Plan for proceeds of $6,225 and
      $12,632 respectively.




The
      Company issued -0- and 7,767,857 restricted shares during 2005 and 2004,
      respectively, for conversion of convertible debentures. These debentures were
      convertible into shares of common stock at a price equal to either (a) an amount
      equal to one hundred twenty percent of the closing bid price of the common
      stock
      as of the closing date or (b) an amount equal to eighty percent of the average
      closing bid price of the common stock for the four trading days immediately
      preceding the conversion date. Two debentures were converted in the amounts
      of
      $25,000 and $200,000 in 2004 under which the conversion price was $0.04 and
      $0.028, respectively. Two debentures were converted in the amounts of
      approximately $22,000 and $20,000 in 2003 under which the conversion price
      was
      $0.17 and $0.096, respectively. The Company recorded the outstanding balance
      of
      these debentures on November, 2005.




NOTE
      10: STOCK COMPENSATION
      PLAN




In
      September 1998 and May 2002, the Company filed a registration statements on
      form
      S-8 registering 200,000 and 500,000 common shares for a Stock Compensation
      Plan
      adopted by the Board. The Plan allows the directors to issue common stock as
      compensation for services provided by employees, officers, directors, agents,
      consultants, and advisors. The Plan allows these service providers to acquire
      proprietary interests in the Company in exchange for their services. These
      interests provide incentives for high levels of service. The Board approved
      the
      issuance of 240,000 S-8 shares to employees and consultants during 2003. There
      are currently 121,905 registered S-8 shares still available for issuance through
      the plan as of December 31, 2005.





NOTE
      11. EMPLOYEE EQUITY
      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. In addition, certain warrants were
      issued to an officer of the Company in 2003.





A
      summary
      of the Company’s outstanding stock options as of December 31, 2005 and 2004, and
      the changes during the years ended December 31, 2005 and 2004 is presented
      below:





Fixed
                Options
            
            Units
            
            Weighted
                Average Exercise Price
            
            Options/
              Warrants
              ExercisableOutstanding
                at December 31, 2003
            
            1,100,000
            
            $1.10
            
            1,100,000Granted
            
            —
            
            —Exercised
            
            —
            
            —Forfeited
            
            —
            
            —Outstanding
                at December 31, 2004
            
            1,100,000
            
            $1.10
            
            1,100,000Granted
            
            —
            
            —Exercised
            
            —
            
            —Forfeited
            
            —
            
            —Outstanding
                at December 31, 2005
            
            1,100,000
            
            $1.10
            
            1,100,000







The
      following table summarizes information about fixed options outstanding at
      December 31, 2005.





Outstanding
                Options
            
            Exercisable
                OptionsRange
                of Exercise Prices
            
            Number
                Outstanding at December 31, 2005
            Weighted
                Average Remaining Contractual Life
            Weighted
                Average Exercise Price
            
            Number
                Exercisable At December 31, 2005
            Weighted
                Average Exercise Price$1.10
            
            1,100,000
            5.2
                years
            $1.10
            
            1,100,000
            $1.10




NOTE
      12: RETIREMENT
      PLAN





The
      Whitemark group has established a "SIMPLE" defined contribution retirement
      plan
      which covers all electing full- time employees over age twenty-one with two
      years of service. The Whitemark Group contributed $25,162 and $19,389 for the
      years ended December 31, 2005 and 2004, 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
      13: 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, 2005 and 2004.







2005
            
            2004Numerator:
                Net Income(Loss)
            
            $
            4,822,401
            
            $
            (45,052
            )Denominator:Weighted
                avg. shares outstanding: Basic
            
            
            21,617,467
            
            
            19,641,479And
                dilutedLoss
                per share: Basic and diluted
            
            $
            .22
            
            $
            (.00
            )




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





NOTE
      14: INCOME
      TAXES




The
      components of the provision for income taxes were as follows for the years
      ended
      December 31, 2005 and 2004:







2005
              
              2004Current
                  federal income tax expense/(benefit)
              
              
              98,000
              
              $
              --Current
                  state income tax expense/(benefit)
              
              
              --
              
              
              --Current
                  income tax expense/(benefit)
              
              
              98,000
              
              
              --Deferred
                  tax expense/(benefit)
              
              
              (147,000
              )
              
              --Total
                  income tax expense/(benefit)
              
              
              (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 the operating loss carryforward.




F-15




Deferred
      tax assets consist of the following at December 31, 2005:




Deferred
                  federal tax asset
              
              $
              3,105,000Deferred
                  state tax asset
              
              
              548,000Less
                  valuation allowance
              
              
              (3,653,000
              )$
              -


The
      Company has a net operating loss carryforward of approximately $9,200,000
      available to offset future taxable income whichbegins to expires 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:




2005
              
              2004Tax
                  expense/(benefit)computed atU.S.
                  statutory rates
              
              
              1,656,000
              
              $
              139,000Increases(decreases)
                  in taxesresulting
                  from:Change
                  in valuation allowance:
              
              
              (1,915,000
              )Net
                  operating loss carryforward
              
              
              31,000
              
              
              (159,000
              )State
                  income taxes (net of federal taxes)
              
              
              177,000
              
              
              20,000Nondeductible
                  items 2
              
              
              2,000Provision
                  for income tax expense/(benefit)
              
              
              S(49,000
              )
              $
              -


F-16