UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 Washington,
        D.C. 20549
 
 
 FORM
        10-QSB
 
 
 x 
        QUARTERLY REPORT
        UNDER SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
        ACT OF 1934
 
 For
        the
        Quarterly Period Ended September 30, 2005
 
 OR
 
 o 
        TRANSITION REPORT
        UNDER SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
        ACT OF 1934
 
 For
        the
        transition period from _____ to ____.
 
 
 Commission
        File No. 0-8301
 
 
 
 WHITEMARK
        HOMES, INC.
  (Exact
        Name of Small Business Issuer as Specified in its Charter)
    State
                  of Colorado
                (State
                  or Other Jurisdiction
                  of
                Incorporation
                  or
                  Organization)
              
              25-1302097
                (I.R.S.
                  Employer
                Identification
                  #)
 
 650
        South
        Central Avenue, Suite 1000, Oviedo, Florida 32765
 (Address
        of Principal Executive Offices)
 
 
 (407)
        366-9668
 Issuer’s
        Telephone Number Including Area Code
 
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Securities Exchange Act of 1934 during the last 12 months (or
        for
        such shorter period that the registrant was required to file such reports),
        and
        (2) has been subject to such filing requirements for the past 90 days
         xYes 
        oNo
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).  x
        Yes  o No
 
 State
        the
        number of shares outstanding of each of the issuer's classes of common equity,
        as of the latest practicable date:    There were 21,655,553
        shares, Common Stock, $.001 Par Value as of October 31, 2005.
 
 Transitional
        Small Business Disclosure Format (Check one):  x Yes  o
        No.
 
 
 1
   WHITEMARK
        HOMES, INC.
 
 FORM
        10-QSB
 
 INDEX
  PagePart
                    I:
                Financial
                    InformationItem
                    1:
                Financial
                    Statements (unaudited)
                3Item
                    2:
                Management's
                    Discussion and Analysis or Plan
                    of
                      Operation
                12Item
                    3:
                Controls
                    and Procedures
                14Part
                    II:
                Other
                    informationItem
                    1:
                Legal
                    Proceedings
                15Item
                    2:
                Unregistered
                    Sales of Equity Securities and
                    Use
                      of Proceeds
                17Item
                    3:
                Defaults
                    Upon Senior Securities
                17Item
                    4:
                Submission
                    of Matters to a Vote of the Security
                    Holders
                17Item
                    5:
                Other
                    Information
                17Item
                    6:
                Exhibits,Reports
                    on Form 8-K
                18Signatures
                19
   2
  PART
          I.
          FINANCIAL INFORMATION
 Item
        1.
        Financial Statements
 
 
 WHITEMARK
        HOMES, INC. AND SUBSIDIARIES
 
 CONDENSED
        CONSOLIDATED BALANCE SHEET
 As
        of
        September 30, 2005
 (Unaudited)
 
    ASSETSLand
                    and home inventory
                
                $
                6,770,528Cash
                    and cash equivalents
                
                
                3,500,905Accounts
                    receivable
                
                
                686,490Prepaid
                    expenses
                
                
                46,638Other
                    assets
                
                
                296,946Investment
                    in equity method investee
                
                
                250,000TOTAL
                    ASSETS
                
                $
                11,551,507LIABILITIES
                    AND STOCKHOLDERS' DEFICITLiabilities:Notes
                    payable
                
                $
                5,353,599Accounts
                    payable
                
                
                2,900,293Accrued
                    expenses
                
                
                1,676,263Related
                    party notes payable
                
                
                249,993Home
                    sale deposits
                
                
                2,597,600Total
                    Liabilities
                
                
                12,777,748Stockholders'
                    Deficit:Common
                    stock, $.001 par value, 100,000,000
                  shares authorized, 21,653,488 shares
                  outstanding
                
                
                21,653Additional
                    paid
                    in capital
                
                
                24,105,689Accumulated
                    deficit
                
                
                (25,353,583
                )Total
                    Stockholders' Deficit
                
                
                (1,226,241
                )TOTAL
                    LIABILITIES AND STOCKHOLDERS' DEFICIT
                
                $
                11,551,507
   See
        accompanying notes to the condensed consolidated financial
        statements.
   3
  WHITEMARK
          HOMES, INC. AND SUBSIDIARIES
 
 CONDENSED
          CONSOLIDATED STATEMENTS OF OPERATIONS
 For
          the
          Three Months Ended September 30, 2005 and 2004
 (Unaudited)
  
  2005
                
                2004REVENUES:Sales
                
                $
                6,527,449
                
                $
                4,727,495Cost
                    of
                    sales
                
                
                5,179,683
                
                
                4,016,471GROSS
                    PROFIT
                
                
                1,347,766
                
                
                711,025Selling,
                    general, and administrative expenses
                
                
                374,601
                
                
                503,023INCOME
                    FROM OPERATIONS
                
                
                973,165
                
                
                208,001Other
                    Income/(Expenses):Interest
                    expense
                
                
                (17,809
                )
                
                (21,688
                )Other
                    Income(expense),net
                
                
                38,544
                
                
                11,391INCOME
                    BEFORE INOMEE TAXES
                
                
                993,900
                
                
                197,704Provision
                    for
                    income taxes
                
                
                -
                
                
                -NET
                    INCOME
                
                $
                993,900
                
                $
                197,704Earnings
                    per common share - basic and diluted
                
                $
                0.05
                
                $
                0.01Weighted
                    average shares outstanding - basic
                    and diluted
                
                
                21,619,456
                
                
                19,958,927
 
 See
          accompanying notes to the condensed consolidated financial
          statements.
 4
 
 WHITEMARK
          HOMES, INC. AND SUBSIDIARIES
 
 CONDENSED
          CONSOLIDATED STATEMENTS OF OPERATIONS
 For
          the
          Nine Months Ended September 30, 2005 and 2004
 (Unaudited)
 
 
 
  2005
                
                2004REVENUES:Sales
                
                $
                24,560,740
                
                $
                28,043,493Cost
                    of
                    sales
                
                
                20,752,740
                
                
                25,212,660GROSS
                    PROFIT
                
                
                3,808,000
                
                
                2,830,833Selling,
                    general, and administrative expenses
                
                
                1,557,867
                
                
                1,869,396INCOME
                    FROM OPERATIONS
                
                
                2,250,133
                
                
                961,437Other
                    Income/(Expenses):Interest
                    expense
                
                
                (65,770
                )
                
                (98,568
                )Other
                    income/(expense), net
                
                
                (34,200
                )
                
                73,584Writedown
                    of
                    Investment
                
                
                -
                
                
                (438,905
                )INCOME
                    BEFORE INCOME TAXES
                
                
                2,150,163
                
                
                497,548Provision
                    for
                    income taxes
                
                
                -
                
                
                -NET
                    INCOME
                
                $
                2,150,163
                
                $
                497,548Earnings
                    per common share - basic and diluted
                
                $
                0.10
                
                $
                0.03Weighted
                    average shares outstanding - basic
                    and diluted
                
                
                21,604,634
                
                
                18,909,353
   See
        accompanying notes to the condensed consolidated financial
        statements.
   5
  
 WHITEMARK
        HOMES, INC. AND SUBSIDIARIES
 
 CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS
 For
        the
        Nine Months Ended September 30, 2005 and 2004
 (Unaudited)
    
 2005
              
              2004CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  income
              
              $
              2,150,163
              
              $
              497,548Adjustments
                  to
                  reconcile net income to
                  net
                    cash provided by operating activities:Depreciation
                  and amortization
              
              
              37,425
              
              
              24,600Write-down
                  inventory/write off assets
              
              
              -
              
              
              438,905Changes
                  in operating assets and liabilities
              
              
              2,583,159
              
              
              9,443,038NET
                  CASH PROVIDED BY OPERATING ACTIVITIES
              
              
              4,770,747
              
              
              10,404,091CASH
                  FLOWS FROM INVESTING ACTIVITIESPurchase
                  of
                  property and equipment
              
              
              -
              
              
              (32,374
              )NET
                  CASH USED IN INVESTING ACTIVITIES
              
              
              -
              
              
              (32,374
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  from
                  notes payable
              
              
              5,691,812
              
              
              11,770,401Repayments
                  of
                  notes payable
              
              
              (8,193,782
              )
              
              (21,755,906
              )Proceeds
                  from
                  issuing common stock
              
              
              5,841
              
              
              236,022NET
                  CASH USED IN FINANCING ACTIVITIES
              
              
              (2,496,129
              )
              
              (9,749,483
              )Increase
                  in
                  Cash and cash equivalents
              
              
              2,274,618
              
              
              622,234CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
              
              
              1,226,287
              
              
              831,028CASH
                  AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              3,500,905
              
              $
              1,453,262Supplemental
                  Disclosures:Cash
                  paid for interest
              
              $
              1,004,830
              
              $
              261,771Non-cash
                  Investing and Financing Transactions:Interest
                  on
                  notes payable capitalized as
                land
                  and home inventory$
              647,755
              
              $
              1,067,305






See
      accompanying notes to the condensed consolidated financial
      statements.






6






WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





NOTES
      TO
      THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)


September
      30, 2005








NOTE
      1:
      BASIS OF PRESENTATION





The
      accompanying condensed consolidated financial statements include the accounts
      of
      Whitemark Homes, Inc. (the “Company”, “WTMK” or “Whitemark”) and all
      subsidiaries in which a controlling interest is held. The Company's investments
      in entities in which a less than controlling interest is held are accounted
      for
      by the equity method. All significant intercompany transactions and balances
      have been eliminated in consolidation.





These
      financial statements have been prepared by the Company without audit. In the
      opinion of management, all adjustments (consisting of normal recurring
      adjustments) necessary for fair presentation of the accompanying condensed
      consolidated financial statements have been made.





Certain
      information and note disclosures normally included in the Company's annual
      financial statements prepared in accordance with accounting principles generally
      accepted in the United States of America have been condensed or omitted. These
      condensed consolidated financial statements should be read in conjunction with
      a
      reading of the financial statements and accompanying notes included in the
      Company's financial statements for the year ended December 31, 2004 that were
      filed with the Securities and Exchange Commission on Form 10-KSB on April 15,
      2005. This Form 10-QSB, and other filings by the Company are available through
      the Internet on the SEC's EDGAR database at www.sec.gov or from the Company
      upon
      request.





The
      Company historically has experienced, and expects to continue to experience,
      variability in quarterly results. The condensed consolidated statements of
      operations for the nine months ended September 30, 2005 are not necessarily
      indicative of the results to be expected for the year ending December 31,
      2005.





Business
      Development





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





Current
      Business Summary






7





The
      Company has two primary business activities: Land development and home building.
      Home building is by far the most significant activity.





The
      Company currently is involved in the construction and sale of single-family
      conventional homes. During the nine months ended September 30, 2005, 64 homes
      were completed and delivered in three (3) communities, with an average selling
      price of $267,714. The Company currently has two (2) projects. 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 Kenneth 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.




During
      the fourth quarter of 2004, the Company began selling 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. Revenue
      under this type of arrangement is recognized under the percent of completion
      method. During the nine months ended September 30, 2005, 20 homes have been
      completed under these type of agreements. The Company has 39 homes under
      construction that are accounted for under the percent of completion basis of
      accounting at September 30, 2005.





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 No. 66.





Revenue
      recognized for the quarter ended September 30, 2005 and 2004 consists of the
      following:




2005
                
                2004Traditional
                
                $
                2,586,760
                
                $
                4,727,495Percentage
                    of completion
                
                
                3,940,689
                
                
                -$
                6,527,449
                
                $
                4,727,495
 Revenue
            recognized for the nine months ended September 30, 2005 and 2004 consists
            of the
            following:
 2005
                
                
                2004Traditional
                
                $
                11,055,122
                
                $
                15,851,211Percentage
                    of completion
                
                
                13,505,618
                
                
                -Land
                    sales
                
                
                -
                
                
                12,192,282$
                24,560,740
                
                $
                28,043,493




Sales
      of
      the Company's homes are generally made pursuant to a standard
      contract.


The
      standard 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






8






The
      Company's financial statements consist of activities carried on directly and
      through other entities that are majority owned by the Company. This arrangement
      is utilized to segregate activities and limit the umbrella liability of the
      Company. As of September 30, 2005, the condensed consolidated financial
      statements include the following entities: Whitemark Homes of Florida, Inc.;
      Home Funding, Inc.; Whitemark Homes, Inc.; Whitemark at Oak Park, Inc.; Fox
      Glen
      Limited Partnership; Whitemark at Corner Lake, LLC; Whitemark at Glenbrook,
      LLC;
      Meadow Point Development Inc.; and Whitemark at Little Creek, LLC. All
      significant intercompany accounts and transactions have been eliminated in
      consolidation.





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





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





PRINCIPLES
      OF CONSOLIDATION: The consolidated financial statements include the accounts
      of
      Whitemark Homes, Inc. and its subsidiaries. All significant inter-company
      balances and transactions have been eliminated in consolidation. The Company's
      consolidated subsidiaries at September 30, 2005 include Whitemark Homes of
      Florida, Inc; Whitemark at Oak Park, Inc,; Home Funding, Inc.; Fox Glen Limited
      Partnership; Whitemark at Corner Lake, LLC; Whitemark at Glenbrook, LLC;
      Whitemark at Little Creek, LLC; Whitemark Homes, Inc. and Meadow Point
      Development, Inc.





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





ACCOUNTS
      RECEIVABLE: The Company considers accounts receivable to be fully collectible;
      therefore, no allowance for doubtful accounts has been established.





LAND
      AND
      HOME INVENTORY: Land and home inventory is stated at the lower of cost or market
      value, with cost determined using the specific identification method. Costs
      include land purchases, purchase options, other direct project development
      costs, direct home construction costs, and indirect development and construction
      costs, including allocated salaries. Indirect costs are allocated to each
      residential property based on relative sales values of the home and lot. Direct
      costs include construction period interest.




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






9





EQUITY
      METHOD INVESTEES: The equity method of accounting is used when the Company
      has a
      20% to 50% interest in other entities. Under the equity method, original
      investments are recorded at cost and adjusted by the Company's share of
      undistributed earnings or losses of these entities.





In
      April
      2000, the Company acquired a 40% equity interest in Golden Square Industries,
      Inc. ("GSI") as a direct result of the business combination between Golden
      Triangle Industries, Inc. and Whitemark Homes of Florida, Inc. The Company
      wrote
      this investment down to management’s revised estimate of its realizable value as
      of June 30, 2004. No writedowns were made subsequent to June 30, 2004 (see
      Note
      3).





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





INCOME
      TAXES: The Company records income taxes in accordance with SFAS No. 109,
“Accounting for Income Taxes.” The Company has incurred net operating losses
      since inception resulting in a deferred tax asset, for which a valuation
      allowance was provided since it is more likely than not that the deferred tax
      asset will not be realized.




EARNINGS
      PER SHARE: Accounting rules provide for the calculation of "Basic" and "Diluted"
      earnings per share. Basic earnings per common share is computed by dividing
      net
      income or 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 available to common shareholders by the weighted average
      number of common shares outstanding plus net potentially dilutive securities.
      As
      of September 30, 2005 there are none.





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





The
      Company occasionally has cash deposited in 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.






10






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





NOTE
      2:
      LAND AND HOME INVENTORY


Land
        and
        home inventory consisted of the following at September 30,
        2005:


Project
                  development and construction costs
              
              $
              1,837,588Home
                  construction costs
              
              
              1,585,498Land
                  costs
              
              
              3,347,442$
              6,770,528


NOTE
      3:
      EQUITY METHOD INVESTEE





As
      disclosed in Note 1, a 40% equity interest was retained in GSI. Since this
      investment is less than 50% and the Company has no control over the activities
      of GSI, it is carried on the equity basis of accounting. GSI's primary assets
      are cash, marketable securities, receivables, and property and equipment.
      However, it is the Company's intent to dissolve that equity interest in the
      near
      future.





During
      2000, the Company borrowed $250,000 from GSI. The terms of this borrowing
      stipulated that the Company would give up 2% ownership in GSI at each of the
      specified renewal dates if the loan amount was not repaid prior to such date.
      At
      December 31, 2000, this borrowing had been renewed twice without repayment
      and
      ownership had been reduced to 36%. At December 31, 2001, the terms of this
      borrowing were deemed to be usurious by management and no further reductions
      will be made. The Company intends to defend its position if GSI asserts
      otherwise.





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
      4:
      STOCK TRANSACTIONS





There
      were no significant stock transactions during the three and nine months ended
      September 30, 2005. All stock transactions occurring in these periods were
      purchased under the Company’s dividend reinvestment plan and stock purchase
      plan.






11






Item
      2:
      Management's Discussion and Analysis or Plan of Operation





FORWARD-LOOKING
      STATEMENTS





This
      Form
      10- QSB
      contains “forward-looking statements” relating to Whitemark Homes, Inc. which
      represent the Company’s current expectations or beliefs including, but not
      limited to, statements concerning the Company’s operations, performance,
      financial condition and growth. For this purpose, any statements contained
      in
      this Form 10-QSB that are not statements of historical fact are forward-looking
      statements. Without limiting the generality of the foregoing, words such as
      “may”, “anticipation”, “intend”, “could”, “estimate”, or “continue” or the
      negative or other comparable terminology are intended to identify
      forward-looking statements. These statements by their nature involve substantial
      risks and uncertainties, such as credit losses, dependence on management and
      key
      personnel, variability of quarterly results, and the ability of the Company
      to
      continue its growth strategy and competition, certain of which are beyond the
      Company’s control. Should one or more of these risks or uncertainties
      materialize or should the underlying assumptions prove incorrect, actual
      outcomes and results could differ materially from those indicated in the
      forward-looking statements.




Any
      forward-looking statement speaks only as of the date on which such statement
      is
      made, and Whitemark undertakes no obligation to update any forward-looking
      statement or statements to reflect events or circumstances after the date on
      which such statement is made or to reflect the occurrence of unanticipated
      events. New factors emerge from time to time and it is not possible for
      management to predict all of such factors, nor can it assess the impact of
      each
      such factor on the business or the extent to which any factor, or combination
      of
      factors, may cause actual results to differ materially from those contained
      in
      any forward-looking statements.




General
      Overview





The
      Company develops real estate and builds homes. The Company had 2 communities
      in
      various stages of acquisition and development at September 30, 2005. The Company
      has experienced significant difficulty in obtaining financing for projects
      acquisitions and construction. The lenders which did provide financing, usually
      required the personal guarantee of the Company’s former President, Kenneth
      White. Mr. White resigned from the Company on July 27, 2005. 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.





Liquidity
      and Capital Resources





Cash
      flow
      from operations for the nine months ended September 30, 2005 was a positive
      amount of approximately $4,771,000.  The primary positive factor is
      the
      change in inventory of approximately $2,949,000 at September 30, 2005.





On
      September 30, 2005, the Company had outstanding borrowings (non-related party)
      of approximately $5,354,000. This is a decrease of approximately $2,485,000
      from
      the December 31, 2004 amount of approximately $7,838,000. 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 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
      has
      experienced significant difficultly in obtaining additional financing with
      the
      resignation of the Company former President, Kenneth White and the
      unavailability of personal guarantees. The Company does not believe that it
      will
      be able to secure financing to acquire new parcels of land for development.
      As a
      result, the Company intends to complete its two (2) current projects and then
      either look to be acquired or attempt to sell the public shell.






12






On
      September 30, 2005, the Company had total assets of approximately $11,550,000.
      This is approximately $1,090,000 decrease from the amount at December 31, 2004.
      Inventory reduction is the main change for the decrease.





Results
      of Operations for the quarter ended September 30, 2005





Revenues:
      Whitemark's revenues from home/land sales for the quarter ended September 30,
      2005 increased to $6,527,499 from $4,727,495 when compared with the quarter
      ended September 30, 2004. Revenues from home sales for the nine months ended
      September 30, 2005 decreased from $28,043,493 to $24,560,740 when compared
      with
      the same nine month period for 2004. Revenues for the current quarter increased
      partly due to the effect of more revenue being recognized on a percent of
      completion basis. Some of the increase in revenue for the quarter was a result
      of some contracts being canceled and resold at higher prices.





Gross
      Profit: Gross profit for the quarter ended September 30, 2005 was $1,347,766
      or
      20.6%, as compared to $711,025 or 15% for the quarter ended September 30, 2004.
      Gross profit for the nine months ended September 30, 2005 was $3,808,000 or
      15.5%, as compared to $2,830,833 or 10.1% for the same period in 2004. The
      increase in gross profit was a result of some contracts being canceled and
      resold at higher price, product mix and costs allocated to cost of sales
      resulting from revised estimates of total interest and overhead expenses for
      each individual project.





Expenses:
      Selling, general and administrative expenses for the quarter ended September
      30,
      2005, decreased to $374,601 as compared to $503,023, for the three months ended
      September 30, 2004, or a decrease of $128,422. Selling, general and
      administrative expenses for the nine months ended September 30, 2005 decreased
      to $1,557,867 as compared to $1,869,396 for the nine months ended September
      30,
      2004, or a decrease of $311,529. Legal and accounting costs remain high in
      2004
& 2005 for the SEC investigation and the costs related to the effective
      rescission of the NFC merger (see Part II, Item 1).




Income
      from Operations: The income from operations for the quarter ended September
      30,
      2005 was $973,165, compared to $208,001 for the quarter ended September 30,
      2004. This is an increase in income from operations of $765,164 for the quarter.
      Income from operations for the nine months ended September 30, 2005 was
      $2,250,133 as compared to $961,437 for the same period in 2004. The increase
      in
      income from operations of $1,288,696 for the nine months ended September 30,
      2005 was a result of the factors discussed above.





Other
      Expenses: Interest expense of $17,809 was incurred for the quarter ended
      September 30, 2005 versus $21,688 in the quarter ended September 30, 2004,
      a
      decrease of $3,879. Interest expense for the nine months ended September 30,
      2005 was $65,770 as compared to $98,568, a decrease of $32,798, as a result
      of
      the reduction in non-construction and non-development notes payable. Other
      Expenses for the year, increased primarily due to the settlement with Heller
      Financial, Inc, of approximately $78,000 (see Part II, Item 1).




Net
      Income: Net income for the quarter ended September 30, 2005 was $993,900 as
      compared to $197,704 for the same period in 2004. The increase in net income
      of
      $796,196 for the quarter was as a result of the factors discussed above. Net
      income for the nine months ended September 30, 2005 was $2,150,163 as compared
      to the net income of $497,548 for the same nine month period in 2004. The
      changes in net income of $1,652,615 for the nine months was a result of the
      factors discussed above.






13





SUBSEQUENT
      EVENTS





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
      3.
      Controls And Procedures





(A)  Evaluation
      Of Disclosure Controls And Procedures




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




(B)  Changes
      In Internal Controls




In
      connection with the evaluation of the Company’s internal controls during the
      Company’s third fiscal quarter ended September 30, 2005, the Company’s Principal
      Executive Officer and Acting Principal Financial Officer have determined that
      there are no changes to the Company’s internal controls over financial reporting
      that have materially affected, or are reasonably likely to materially effect,
      the Company’s internal controls over financial reporting.






14






PART
      II:
      OTHER INFORMATION







Item
      1:
      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.





On
      October 3, 2003, Paulson Investment Company Inc. filed a lawsuit against
      Whitemark Homes, Inc. for non-payment of $91,478 plus interest at a rate of
      6%
      per year. The nonpayment represents monies which Paulson alleges it is owed
      for
      its due diligence costs in connection with a letter of intent for a proposed
      public offering to be underwritten by Paulson. Whitemark contends that certain
      conditions precedent to Whitemark’s liability for these monies did not occur.
      This lawsuit was settled in November 2004 for a cash payment of $15,000.





Acquisition
      or Disposition of Assets





As
      part
      of a settlement agreement entered into by Whitemark, certain of its subsidiary
      entities, officers and directors, and William Michael Adkinson ("Michael
      Adkinson"), and parties and entities related to Mr. Adkinson, on April 18,
      2003
      (the "Global Settlement Agreement"), as more fully set forth below, Whitemark
      acquired ownership of the common stock issued to Michael Adkinson and related
      parties, subject to a lien by an unrelated party and disposed of certain assets
      as more fully described herein. The overall result of the Global Settlement
      Agreement was to rescind a business relationship between Whitemark and Michael
      Adkinson, together with related parties and entities (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.





15






Global
      Settlement Agreement





In
      addition to the dismissal with prejudice of the above lawsuits and the transfers
      of real property and shares of subsidiary entities described in Part II, Item
      1,
      Legal Proceedings, the Global Settlement Agreement also terminated, canceled
      and
      released all relevant parties from their respective obligations in any of the
      following agreements executed as part of the business relationship executed
      in
      or about August 2001: (1) the Exchange Agreement; (2) Closing Agreement; (3)
      the
      Guaranty Agreement; (4) Employment Agreement, (5) Security and Funding
      Agreement; (6) all profit participation agreements; (7) any joint venture
      agreements; and (8) any other document or agreement executed in connection
      with
      any of the foregoing 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 opened an investigation of the
      Company related to the method in which the acquisition of the NFC Group was
      recorded. Whitemark is cooperating fully.





Matthews
      Action





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





Other
      Legal Matters





During
      the first quarter of 2004, the Company became a party to two other legal actions
      which relate to or arise from events relating to the Global Settlement
      Agreement. Adkinson has asserted that the Company is in default of the Agreement
      by not causing certain loan obligations relating to the Long Point Cove property
      to be satisfied at a discount. That property is no longer owned by the Company
      pursuant to the Global Settlement Agreement, and the Company maintains that
      it
      has fulfilled its obligations related thereto under the Agreement, and has
      filed
      a counterclaim against Adkinson based on this issue. The Company believes this
      action to be without merit and intends to vigorously defend itself. 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 Long Point
      Cove obligation has now been satisfied, but the Company believes that Adkinson
      has some outstanding obligations to the Company based on monies the Company
      was
      forced to pay toward the Long Point Cove loan obligations.






16






The
      Company has also been named
      as a defendant in an action by Matthew Paul Malouf based on certain
      indemnification provisions related to his guaranty of a loan on the Muirfield
      Property and based on an asserted participation interest in that property or
      other properties which have since been relinquished by the Company under the
      Global Settlement Agreement. The obligations which were alleged to require
      indemnity have been satisfied and this portion of the action is subject to
      dismissal. The Company believes that all of the other of Malouf's claims are
      matters which were assumed by Adkinson as part of the Global Settlement
      Agreement, and will vigorously defend any such claims. The Company has filed
      a
      counterclaim against Adkinson and related entities to recover any damages it
      may
      suffer.





During
      the fourth quarter of 2004, Whitemark Homes of Florida, Inc. was named as a
      defendant in an action by Home Ownership & Mortgage Experts, Inc. seeking
      recovery of $225,000 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 has raised defenses or offsets to these
      commissions; notwithstanding that, the full amount of the commissions
      which
      could be claimed has been escrowed with the closing agent.  Therefore,
      the
      Company believes that the complaint will not cause any loss or detrimentally
      affect the Company.  On the other hand, if the Company prevails in the
      litigation, additional cash will become available.





Item
      2:
      Unregistered Sales of Equity Securities and Use of Proceeds





Issuance
      of Unregistered Shares





During
      the quarter ended September 30, 2005, the Company did not issue any additional
      securities other than those described in Note 4, Stock Transactions of the
      condensed consolidated financial statements. No underwriter, sales or placement
      agent was involved in any of the transactions.





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





Item
      3:
      Defaults Upon Senior Securities





None.





Item
      4:
      Submission of Matters to a Vote of the Security Holders





None.





Item
      5:
      Other Information





Not
      applicable.











Item
      6:
      Exhibits and Reports on Form 8-K






17





a.Exhibits




3.1
            
            Articles
                of Incorporation (amended) filed as a part of Form 10-Q/A on November
                30,
                2000 (incorporated by reference)3.2
            
            By-Laws
                previously filed with the SEC (incorporated by
                reference)10.1
            
            Agreement
                for Exchange of Corporate Stock previously filed as a part of the
                Form 8-K
                on November 23, 2001 (incorporated by reference)10.2
            
            Global
                  Settlement Agreement (filed as a part of Form 8-K onApril
                  29, 2003 (incorporated by reference)21.1
            
            Subsidiaries
                of registrant (filed with 2002
                Form 10-KSB, incorporated by reference)31.1
            
            Certification
                by Chief Executive Officer pursuant to 15 U.S.C. Section 7241,
                as
                adopted pursuant to Section 302 of the Sarbanes-Oxley Act
                of
                200231.2
            
            Certification
                by Acting Principal Financial Officer pursuant to 15 U.S.C.
                Section 7241, as adopted pursuant to Section 302 of
                the
                Sarbanes-Oxley Act of 200232.1
            
            Certification
                by Chief Executive Officer and
                Acting Principal Financial Officer
                pursuant to 18 U.S.C. Section 1350, as adopted pursuantto
                Section 906 of the Sarbanes-Oxley Act of
                2002




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 the
                  Company.On
                  July 27, 2005, the Board of Directors of the Company appointed
                  William D.
                  Rigsby as President and 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.






18







SIGNATURES





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, Whitemark
      Homes, Inc. has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized November 18, 2005.




WHITEMARK
      HOMES, INC.


November
                18, 2005
              
              */s/ William
                D. Rigsby*William
                  D. Rigsby
                Chief Executive
                  Officer
 November
                18, 2005
              
              */s/ Russ
                Christensen*Russ
                  Christensen
                Acting Principal Financial
                  Officer






19