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 March 31, 2007





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
              
              25-1302097(State
                  or Other Jurisdiction of
              
              (I.R.S.
                  EmployerIncorporation
                  or Organization)
              
              Identification
                  #)




650
      South
      Central Avenue, Suite 1000, Oviedo, Florida 32765


(Address
      of Principal Executive Offices)




(407)
      366-9668


Issuer’s
      Telephone Number




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 x Yes  
o
      No





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). o
      Yes   x 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 21,330,278 shares, Common Stock,
      $.001 Par Value as of May 10, 2007.





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










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
              
              9Item
                  3:
              
              Controls
                  and Procedures
              
              11Part
                  II:   Other informationItem
                  1:
              
              Legal
                  Proceedings
              
              12Item
                  2:
              
              Unregistered
                    Sales of Equity Securities andUse of Proceeds
              
              12Item
                  3:
              
              Defaults
                  Upon Senior Securities
              
              12Item
                  4:
              
              Submission
                    of Matters to a Vote of SecurityHolders
              
              12Item
                  5:
              
              Other
                  Information.
              
              12Item
                  6:
              
              Exhibits
              
              12Signatures
              
              14




2


PART
      I.
      FINANCIAL INFORMATION





Item
      1.
      Financial Statements





WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





CONDENSED
      CONSOLIDATED BALANCE SHEET


March
      31,
      2007


(Unaudited)





ASSETSLand
                  and home inventory
              
              $
              540,454Cash
                  and cash equivalents
              
              
              883,371Accounts
                  receivable
              
              
              33,385Prepaid
                  expenses
              
              
              204,720Other
                  assets
              
              
              47,841TOTAL
                  ASSETS
              
              $
              1,709,771LIABILITIES
                  AND STOCKHOLDERS' EQUITYLiabilities:Notes
                  payable
              
              $
              669,541Accounts
                  payable
              
              
              67,558Accrued
                  expenses
              
              
              27,640Total
                  Liabilities
              
              
              764,739Stockholders'
                  Equity :Common
                      stock, $.001 par value, 100,000,000shares authorized, 21,329,275
                      Shares issued and outstanding
              
              
              21,329Additional
                  paid in capital
              
              
              24,109,817Accumulated
                  deficit
              
              
              (23,186,114
              )Total
                  Stockholders' Equity
              
              
              945,032TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              1,709,771




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 March 31, 2007 and 2006


(Unaudited)


2007
              
              2006REVENUES:Sales
              
              $
              630,000
              
              $
              4,588,763Cost
                  of sales
              
              
              558,436
              
              
              3,941,278GROSS
                  PROFIT
              
              
              71,564
              
              
              647,485Selling,
                  general, and administrative expenses
              
              
              201,509
              
              
              424,157INCOME(LOSS)
                  FROM OPERATIONS
              
              
              (129,945
              )
              
              223,328Other
                  Income(Expenses):Interest
                  expense
              
              
              (
                  20,856
              )
              
              (20,385
              )Other
                  income(expense),net
              
              
              77,803
              
              
              13,812INCOME(LOSS)
                  BEFORE PROVISION FOR INCOME TAXES
              
              
              (
                  72,998
              )
              
              216,900Provision
                  for income taxes
              
              
              -
              
              
              14,520NET
                  INCOME(LOSS)
              
              $
              (
                  72,998
              )
              $
              202,235Earnings
                  per common share - basic and diluted
              
              $
              (0.01
              )
              $
              0.01Weighted
                  average shares outstanding - basic
                  and diluted
              
              
              21,413,398
              
              
              21,658,198




See
      accompanying notes to the condensed consolidated financial
      statements.





4




WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS


For
      the
      Three Months Ended March 31, 2007 and 2006


(Unaudited)


2007
              
              2006CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  income(loss)
              
              $
              (
                  72,998
              )
              $
              202,235Adjustments
                  to reconcile net income(loss) tonet
                  cash provided operating activities:Depreciation
                  and amortization
              
              
              3,729
              
              
              7,435Changes
                  in operating assets and liabilities
              
              
              498,969
              
              
              4,745NET
                  CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
              
              
              429,700
              
              
              214,415CASH
                  FLOWS FROM FINANCING ACTIVITIESPayment
                  of Dividends
              
              
              (1,492,360
              )
              
              -Proceeds
                  from notes payable
              
              
              -
              
              
              1,129,785Repayments
                  of notes payable
              
              
              (
                  597,673
              )
              
              (2,663,970
              )Proceeds
                  from issuing common stock
              
              
              1,230
              
              
              461NET
                  CASH USED IN FINANCING ACTIVITIES
              
              
              (2,088,803
              )
              
              (1,533,724
              )Decrease
                  in cash and cash equivalents
              
              
              (1,659,104
              )
              
              (1,319,309
              )CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
              
              
              2,542,475
              
              
              2,509,237CASH
                  AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              883,371
              
              $
              1,189,928Supplemental
                  Disclosures:Cash
                  paid for interest
              
              $
              75,886
              
              $
              749,261Cash
                  paid for income taxes
              
              $
              -
              
              $
              95,000Non-cash
                  Investing and Financing Transactions:Interest
                  on notes payable capitalized asland
                  and home inventory
              
              $
              -
              
              $
              119,466




See
      accompanying notes to the condensed consolidated financial
      statements.




5




WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





NOTES
      TO
      THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)


March
      31,
      2007




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. 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, 2006 that were
      filed with the Securities and Exchange Commission on Form 10-KSB on March 20,
      2007. 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
      condensed consolidated statements of operations for the three months ended
      March
      31, 2007 are not necessarily indicative of the results to be expected for the
      year ending December 31, 2007.





Current
      Business Summary





The
      Company currently has only 2 homes left to sell, and it intends to attempt
      to be
      acquired or sell the public company.




During
      the fourth quarter of 2006, the Company completed construction of all homes
      as
      of year end and had 4 homes for sale. During the three months ended March 31,
      2007, 2 homes have been sold. The Company had 2 homes remaining to sell as
      of
      March 31, 2007.




Revenue
      recognized for the three months ended March 31, 2007 and 2006 consists of the
      following:




2007
              
              2006Traditional
              
              $
              630,000
              
              $
              1,571,311Percentage
                  of completion
              
              
              -
              
              
              2,287,452Land
                  sales
              
              
              -
              
              
              730,000$
              630,000
              
              $
              4,588,763





Sales
      of
      the Company's homes are 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.




6




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. 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 is 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.





REVENUE
      RECOGNITION: The Company recognizes revenue from all land development activities
      in accordance with FASB 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 previous sold 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 passed to the buyer immediately and the buyer was the obligor
      under the construction loan. Revenues under this type of arrangement were
      recognized under the percentage of completion method. Also, at times the Company
      previous sold land to buyers or other developers at which time, the revenue
      was
      recognized under the full accrual method for land sales as defined in FASB
      Statement of Financial Accounting Standards No. 66, Accounting for Sales of
      Real
      Estate.





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





Diluted
      earnings per common share reflect the potential dilution of securities that
      could share in the earnings of the entity if converted. This is calculated
      by
      dividing net income available to common shareholders by the weighted average
      number of common shares outstanding plus all potentially dilutive common shares.
      As of March 31, 2007 there are no common stock equivalent shares that would
      be
      considered anti-dilutive.





7




NOTE
      2:
      LAND AND HOME INVENTORY





Land
      and
      home inventory consisted of the following at March 31, 2007:




Home
                  construction costs
              
              
              540,454$
              540,454




NOTE
      3:
      STOCK TRANSACTIONS





All
      stock
      transactions occurring in this period were purchased under the Company’s
      Dividend Reinvestment and Stock Purchase Plan. During the quarter ended March
      31, 2007, the Company received and immediately canceled 350,000 shares returned
      pursuant to the Adkinson lawsuit Global Settlement Agreement.




NOTE
      4: SUBSEQUENT EVENTS




The
        Company, as of December 2006, completed all construction and development
        activity of it’s last community, Lakewood Forest. As of March 31, 2007, there
        are two completed homes remaining to be sold. In anticipation of the sale
        of the
        public shell, and the associated criteria required of an acquiring entity
        the
        Company, deems it necessary to mitigate all past operating liabilities in
        order
        to transfer a clean public shell. As such the Company, as of May 18, 2007
        entered into an agreement with Lifeway Warranty Services LLC., a wholly owned
        subsidiary of Lifeway Homes LLC., (Lifeway Homes LLC., is controlled by Larry
        White the major stockholder (62%) of Whitemark Homes), to assume all the
        liabilities of the Companies past operations for a cost of $1,037,337. While
        management feels these are potential liabilities of the Company, these
        liabilities do not meet the conditions for accrual in accordance within SFAS
        5,
        Accounting for Contingencies.


8




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, 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 did build homes and has 2 remaining houses to sell at March 31, 2007.
      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, Larry White. Mr. White resigned from the Company on July 27, 2005.
      William Rigsby was appointed the new President on July 27, 2005. Mr. Rigsby
      has
      informed the Company that he 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 completed its final project,
      and now either looks to be acquired or to attempt to sell the public
      company.





Liquidity
      and Capital Resources





Cash
      flow
      from operations for the three months ended March 31, 2007 was a positive amount
      of approximately $430,000.  While the cash flow from financing, was a
      negative amount of approximately 2,089,000 driven by the cash payment of the
      dividends of approximately $1,492,000.





As
      of
      March 31, 2007, the Company had outstanding borrowings of approximately
      $669,500. This is a decrease of approximately $597,700 from the December 31,
      2006 amount of approximately $1,267,000.





The
      Company has financed 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 difficulty in obtaining additional financing with the
      resignation of the Company’s former President, Larry 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 has completed the final project, and now either looks to
      be
      acquired or attempt to sell the public company.




9




As
      of
      March 31, 2007, the Company had total assets of approximately $1,710,000. This
      is a decrease of approximately $2,259,000 from the total assets at December
      31,
      2006. The primary factors: the decrease in inventory of approximately $475,000
      and the payment of cash dividends of approximately $1,492,000.





Results
      of Operations for the quarter ended March 31, 2007





Revenues:
      Whitemark's revenues from home/land sales for the quarter ended March 31, 2007
      decreased to $630,000 from $4,588,763 when compared with the quarter ended
      March
      31, 2006. Revenues for the current year decreased due to the completion of
      construction in 2006 and selling the remaining home in inventory, two homes
      were
      sold for the quarter ended March 31, 2007.





Gross
      Profit: Gross profit for the quarter ended March 31, 2007 was $71,564 or 11.4%,
      as compared to $647,485 or 14.1% for the quarter ended March 31, 2006. The
      decrease in gross profit for the quarter ending was the result of Orange county
      changes made to our development of Lakewood Forest at a cost of
      $26,262.





Expenses:
      Selling, general and administrative expenses for the quarter ended March 31,
      2007, decreased to $226,509 as compared to $424,157, for the three months ended
      March 30, 2006, or a decrease of $197,648. The decrease in expenses for the
      quarter ended March 31, 2007, was mainly a result of the continuing downsizing
      of the company.





Income(Loss)
      from Operations: A loss from operations of ($154,945) was incurred for the
      quarter ended March 31, 2007 versus income of $223,328 in the quarter ended
      March 31, 2006. This decrease in income from operations of $378,273 for the
      quarter was a result of the factors discussed above.





Other
      Expenses: Interest expense of $20,856 was incurred for the quarter ended March
      31, 2007 versus $20,385 in the quarter ended March 31, 2006, an increase of
      $471.





Net
      Income(Loss): Net loss for the quarter ended March 31, 2007 was ($97,998) as
      compared to net income of $202,235 for the three months ended March 31, 2006,
      which was a result of the factors discussed above.





Income
      Tax: Provision for income taxes for the three month period at March 31, 2007
      is
      $0 as compared to $14,520 for the period as March 31, 2006. The Company adopted
      FIN 48 “Accounting for Uncertainly in Income Taxes” as of January 1, 2007. FIN
      48 clarifies the accounting for uncertainty in income taxes recognized in an
      enterprise’s financial statements in accordance with SFAS No. 109, “Accounting
      for Income Taxes”. This Interpretation prescribes a recognition threshold and
      measurement attribute for the financial statement recognition and measurement
      of
      a tax position taken or expected to be taken in a tax return. This
      Interpretation also provides guidance on derecognition, classification, interest
      and penalties, accounting in the interim periods, and disclosure. The adoption
      of FIN 48 had no material impact on the Company’s financial statements for the
      quarter ended March 31, 2007 and the Company has not accrued interest and
      penalties associated with its accounting for income taxes.




10




SUBSEQUENT
      EVENT





The
      Company, as of December 2006, completed all construction and development
      activity of it's last community, Lakewood Forest. There are two completed homes
      remaining to be sold, and the warranty service remaining on 862 homes. In
      anticipation of the sale of the public shell, and the associated criteria
      required of an acquiring entity the Company, deems it necessary to mitigate
      all
      past operating liabilities in order to transfer a clean public shell. As such
      the Company, as of May 18, 2007 entered into an agreement with Lifeway Warranty
      Services LLC., a wholly owned subsidiary of Lifeway Homes LLC., (Lifeway Homes
      LLC., is controlled by Larry White the major stockholder (62%) of Whitemark
      Homes), to assume all the liabilities of the Companies past operations for
      a
      cost of $1,037,337. The cost of the above warranties and the past general
      business liabilities associated with the Company's discontinued operations
      are
      estimated as followed:


General
                  Discontinued business liability(Based
                  on a five-year insurance policypremium
                  quote from an independentInsurance
                  agency)
              
              $
              526,537Home
                  warranty cost (based on historical averages)First
                  Year Home Warranties on 70 homes @$2,000
                  per home
              
              $
              104,000Second
                  Year Home Warranties on 97 homes @$1,000
                  per home
              
              $
              101,000Ten
                  Year Structural Warranties on 695 homes @$200
                  per home
              
              $
              141,800Insurance
                  company pending litigation cost estimate
              
              $
              89,000Homebuyer
                  property tax prorated cost estimate
              
              $
              25,000County
                  and Saint Johns Water Management
              
              $
              50,000Total
                  Estimated Potential Liability
              
              $
              1,037,337
 Item
        3.
        Controls And Procedures





(A)
            Evaluation
                Of Disclosure Controls And
                Procedures





We
      have
      established disclosure controls and procedures to ensure that material
      information relating to the Company and its consolidated subsidiaries is made
      known to the officers who certify the Company’s financial reports, as well as
      other members of senior management and the Board of Directors, to allow timely
      decisions regarding required disclosures. 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 Company’s management, including the Company’s
      Chief Executive Officer and Chief Financial Officer, of the effectiveness of
      the
      design and operation of the Company’s disclosure controls and procedures
      pursuant to Rule 13a-15 of the Securities and Exchange Act of 1934. Based upon
      that evaluation, the Chief Executive Officer and Chief Financial Officer
      concluded that the Company’s disclosure controls and procedures were not
      effective.


(B)
            Changes
                  In Internal Controls


Our
        management, including our Chief Executive Officer and Chief Financial Officer,
        does not expect that our disclosure controls and procedures or our internal
        controls will prevent all error and all fraud. A control system, no matter
        how
        well conceived and operated, can provide only reasonable, not absolute,
        assurance that the objectives of the control system are met. Further, the
        design
        of a control system must reflect the fact that there are resource constraints,
        and the benefits of controls must be considered relative to their costs.
        Because
        of the inherent limitations in all control systems, no evaluation of controls
        can provide absolute assurance that all control issues and instances of fraud,
        if any, within the Company have been detected.




11




There
      have not been changes in the Company’s internal control over the financial
      reporting during the first quarter of 2007 that have materially affected, or
      are
      reasonable likely to materially affect, the Company’s internal control over
      financial reporting




PART
      II:
      OTHER INFORMATION




Item
      1:
      Legal Proceedings





Other
      Legal Matters





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





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




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





Issuance
      of Unregistered Shares





During
      the three months ended March 31, 2007, the Company did not issue any additional
      securities other than those described in Note 3, Stock Transactions of the
      condensed consolidated financial statements. No underwriter, sales or placement
      agent was involved in any of the transactions.





Item
      3:
      Defaults Upon Senior Securities





None.





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





None.





Item
      5:
      Other Information





Not
      applicable.





Item
      6:
      Exhibits




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)
  12
  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 on April 29,
                  2003
                  (incorporated by reference)10.3
              
              Agreement
                  for Assumption of Certain Obligations, dated May 17, 2007, by and
                  between Whitemark Homes of Florida, Inc. and Lifeway Warranty Service,
                  LLC
                  (provided herwith)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 pursuant to Section 906 of
                  the Sarbanes-Oxley Act of
                  2002




13





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, on May 21, 2007.




WHITEMARK
                HOMES, INC.May
              21,
              2007
            
            /s/
              *William
              D. Rigsby*William
                D. RigsbyChief
                Executive Officer





May
                21, 2007
            
            /s/
              *Russ
              Christensen*Russ
                ChristensenActing
                Principal Financial Officer





14