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,
      2006




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 21,668,418 shares, Common Stock,
      $.001 Par Value as of November 06, 2006.





Transitional
      Small Business Disclosure Format (Check one): o Yes x 
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 Planof
                  Operation.
              10Item 3:
              Controls
                  and Procedures
              12Part
                II: Other informationItem 1:
              Legal
                  Proceedings.
              13Item 2:
              Unregistered
                  Sales of Equity Securities andUse
                  of Proceeds
              13Item 3:
              Defaults
                  Upon Senior Securities
              14Item 4:
              Submission
                  of Matters to a Vote of SecurityHolders
              14Item 5:
              Other
                  Information
              14Item 6:
              Exhibits
              14Signatures
              15





2


PART
      I.
      FINANCIAL INFORMATION





Item
      1.
      Financial Statements








WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





CONDENSED
      CONSOLIDATED BALANCE SHEET


As
      of
      September 30, 2006


(Unaudited)





ASSETSLand
                  and home inventory
              
              $
              2,262,896Cash
                  and cash equivalents
              
              
              2,245,496Accounts
                  receivable
              
              
              1,427,980Prepaid
                  expenses
              
              
              269,091Deposits
              
              
              13,206Other
                  assets
              
              
              43,751TOTAL
                  ASSETS
              
              $
              6,262,420LIABILITIES
                  AND STOCKHOLDERS' EQUITYLiabilities:Notes
                  payable
              
              $
              2,368,869Accounts
                  payable
              
              
              833,005Accrued
                  expenses
              
              
              189,282Home
                  sale deposits
              
              
              304,491Total
                  Liabilities
              
              
              3,695,647Stockholders'
                  Equity :Common
                  stock, $.001 par value, 100,000,000shares
                  authorized, 21,668,247 Shares issued andoutstanding
              
              
              21,668Additional
                  paid in capital
              
              
              24,108,081Accumulated
                  deficit
              
              
              (21,562,976
              )Total
                  Stockholders' Equity
              
              
              2,566,773TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              6,262,420


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, 2006 and 2005
 (Unaudited)


2006
              
              2005REVENUES:Sales
              
              $
              3,910,289
              
              $
              6,527,449Cost
                  of sales
              
              
              3,571,853
              
              
              5,179,683GROSS
                  PROFIT
              
              
              338,436
              
              
              1,347,766Selling,
                  general, and administrative expenses
              
              
              318,711
              
              
              374,601INCOME
                  FROM OPERATIONS
              
              
              19,725
              
              
              973,165Other
                  Income(Expenses):Interest
                  expense
              
              
              (4,852
              )
              
              (17,809
              )Other
                  income(expense),net
              
              
              9,759
              
              
              38,544INCOME
                  BEFORE PROVISION FOR INCOME TAXES
              
              
              24,632
              
              
              993,900Provision
                  for income taxes
              
              
              --
              
              
              --NET
                  INCOME
              
              $
              24,632
              
              $
              993,900Earnings
                  per common share - basic and diluted
              
              $
              0.00
              
              $
              0.05Weighted
                  average shares outstanding - basic
                  and diluted
              
              
              21,665,817
              
              
              21,619,456





See
      accompanying notes to the condensed consolidated financial
      statements.


20
 4


WHITEMARK
        HOMES, INC. AND SUBSIDIARIES
 
 CONDENSED
        CONSOLIDATED STATEMENTS OF OPERATIONS
 For
        the
        Nine Months Ended September 30, 2006 and 2005
 (Unaudited)


2006
              
              2005REVENUES:Sales
              
              $
              15,461,980
              
              $
              24,560,740Cost
                  of sales
              
              
              13,176,798
              
              
              20,752,740GROSS
                  PROFIT
              
              
              2,285,182
              
              
              3,808,000Selling,
                  general, and administrative expenses
              
              
              1,099,426
              
              
              1,557,867INCOME
                  FROM OPERATIONS
              
              
              1,185,756
              
              
              2,250,133Other
                  Income(Expenses):Interest
                  expense
              
              
              (32,811
              )
              
              (65,770
              )Other
                  income(expense),net
              
              
              78,425
              
              
              (34,200
              )INCOME
                  BEFORE PROVISION FOR INCOME TAXES
              
              
              1,231,370
              
              
              2,150,163Provision
                  for income taxes
              
              
              113,000
              
              
              --NET
                  INCOME
              
              $
              1,118,370
              
              $
              2,150,163Earnings
                  per common share - basic and diluted
              
              $
              0.05
              
              $
              0.10Weighted
                  average shares outstanding - basic
                  and diluted
              
              
              21,662,221
              
              
              21,604,634


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, 2006 and 2005
 (Unaudited)
 2006
                  
                  2005CASH
                      FLOWS FROM OPERATING ACTIVITIESNet
                      income
                  
                  $
                  1,118,370
                  
                  $
                  2,150,163Adjustments
                      to reconcile net income tonet
                      cash provided operating activities:Depreciation
                      and amortization
                  
                  
                  24,737
                  
                  
                  37,425Changes
                      in operating assets and liabilities
                  
                  
                  993,312
                  
                  
                  2,583,159NET
                      CASH PROVIDED BY OPERATING ACTIVITIES
                  
                  
                  2,136,419
                  
                  
                  4,770,747CASH
                      FLOWS FROM FINANCING ACTIVITIESProceeds
                      from notes payable
                  
                  
                  4,328,677
                  
                  
                  5,691,812Repayments
                      of notes payable
                  
                  
                  (6,730,860
                  )
                  
                  (8,193,782
                  )Proceeds
                      from issuing common stock
                  
                  
                  2,023
                  
                  
                  5,841NET
                      CASH USED IN FINANCING ACTIVITIES
                  
                  
                  (2,400,160
                  )
                  
                  (2,496,129
                  )Increase(decrease)
                      in cash and cash equivalents
                  
                  
                  (263,741
                  )
                  
                  2,274,618CASH
                      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                  
                  
                  2,509,237
                  
                  
                  1,226,287CASH
                      AND CASH EQUIVALENTS AT END OF PERIOD
                  
                  $
                  2,245,496
                  
                  $
                  3,500,905Supplemental
                      Disclosures:Cash
                      paid for interest
                  
                  $
                  2,010,635
                  
                  $
                  1,004,830Cash
                      paid for income taxes
                  
                  $
                  136,772
                  
                  $
                  --Non-cash
                      Investing and Financing Transactions:Interest
                      on notes payable capitalized asland
                      and home inventory
                  
                  $
                  277,443
                  
                  $
                  647,755
  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, 2006




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, 2005 that were
      filed with the Securities and Exchange Commission on Form 10-KSB on April 19,
      2006. 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 nine months ended
      September 30, 2006 are not necessarily indicative of the results to be expected
      for the year ending December 31, 2006.





Current
      Business Summary





The
      Company’s has one primary business activity: Home building. The Company is
      currently winding down this activity.





The
      Company currently is involved in the construction and sale of single-family
      conventional homes in one (1) project. During the nine months ended September
      30, 2006, 43 homes were completed and delivered in two (2) communities, with
      an
      average selling price of $313,403,
      which includes percent to complete (see paragraph below). The Company has
      experienced significant difficulty in obtaining financing for project
      acquisitions and construction. The lenders, which did provide financing, usually
      required the personal guarantee of the Company’s former President Larry White.
      Mr. White resigned from the Company on July 27, 2005 and William Rigsby was
      appointed the new President on July 27, 2005. Mr. Rigsby 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 intends to complete its current project 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, 2006, 24 homes have been
      completed under these types of agreements. The Company, had 16 homes under
      construction that are accounted for under the percent of completion basis of
      accounting as of September 30, 2006.





7


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
      FASB Statement of Financial Accounting Standards No. 66.





Revenue
      recognized for the three months ended September 30, 2006 and 2005 consists
      of
      the following:


2006
              
              2005Traditional
              
              $
              1,616,021
              
              $
              2,586,760Percentage
                  of completion
              
              
              2,294,268
              
              
              3,940,689Land
                  sales
              
              
              --
              
              
              --$
              3,910,289
              
              $
              6,527,449


Revenue
      recognized for the nine months ended September 30, 2006 and 2005 consists of
      the
      following:




2006
              
              2005Traditional
              
              $
              6,077,732
              
              $
              11,055,122Percentage
                  of completion
              
              
              8,214,248
              
              
              13,505,618Land
                  Sales
              
              
              1,170,000
              
              
              --$
              15,461,980
              
              $
              24,560,740




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.





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.





8




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 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 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 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 September 30, 2006 there are no common stock equivalent shares that would
      be considered anti-dilutive.





NOTE
      2:
      LAND AND HOME INVENTORY





Land
      and
      home inventory consisted of the following at September 30, 2006:


Project
                  development and construction costs
              
              $
              397,111Home
                  construction costs
              
              
              1,341,606Land
                  costs
              
              
              524,179$
              2,262,896




Change
      in
      Estimate





During
      the three months ended September 30, 2006, the Company revised its
      estimate of total interest and overhead expenses for the Lakewood project.
      The change in estimate resulted in additional cost of sales in
      the consolidated statement of operations of approximately $125,000 for the
      three and nine months ended September 30, 2006. This change in
      estimate was accounted for prospectively, in accordance with SFAS No. 154,
      “Accounting Changes and Error Corrections - A Replacement of APB Opinion No.
      20
      and FASB Statement No. 3” (“SFAS No. 154”).




NOTE
      3:
      STOCK TRANSACTIONS





There
      were no significant stock transactions during the nine months ended September
      30, 2006. All stock transactions occurring in this period were purchased under
      the Company’s dividend reinvestment plan and stock purchase plan.




9




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 builds homes and had 1 community in development at September 30, 2006.
      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 intends to complete its
      one
      (1) current project 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, 2006 was a positive
      amount of approximately $2,136,000.  The primary positive factors were the
      decrease in land and home inventory of approximately $4,485,000, a decrease
      in
      home sale deposits of approximately $1,717,000, during the nine months ended
      September 30, 2006.





As
      of
      September 30, 2006, the Company had outstanding borrowings of approximately
      $2,369,000. This is a decrease of approximately $2,402,000 from the December
      31,
      2005 amount of approximately $4,771,000. 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 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 difficultly 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 intends to complete its one (1) current project and then
      either look to be acquired or attempt to sell the public shell.




10




As
      of
      September 30, 2006, the Company had total assets of approximately $6,262,000.
      This is a decrease of approximately $4,806,000 from the total assets at December
      31, 2005. The primary factors: the decrease in inventory of approximately
      $4,485,000.





Results
      of Operations for the quarter ended September 30, 2006 and the nine months
      ended
      September 30, 2006





Revenues:
      Whitemark's revenues from home/land sales for the quarter ended September 30,
      2006 decreased to $3,910,289 from $6,527,449 when compared with the quarter
      ended September 30, 2005. Revenues from home sales for the nine months ended
      September 30, 2006 decreased from $24,560,740 to $15,461,980 when compared
      with
      the same nine month period for 2005. Revenues for the current year decreased
      due
      to the effect of the reduced number of homes currently under construction due
      to
      the winding down of operations as compared to last year.





Gross
      Profit: Gross profit for the quarter ended September 30, 2006 was $338,436
      or
      8.7%, as compared to $1,347,766 or 20.6% for the quarter ended September 30,
      2005.


The
      decrease in gross profits for the quarter ended September 30, 2006, was a result
      of allocated amounts to cost of sales resulting from revised estimates of total
      interest and overhead expenses for the Lakewood project and a final settlement
      agreement with Home owners associates Glenbrook of $58,000 for the Glenbrook
      project. Gross profit for the nine months ended September 30, 2006 was
      $2,285,182 or 14.8%, as compared to $3,808,000 or 15.5% for the same period
      in
      2005. The decrease in gross profits for the nine months ended September 30,
      2006
      was a result of product mix, change orders, cost 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,
      2006, decreased to $318,711 as compared to $374,601, for the three months ended
      September 30, 2005, or a decrease of $55,890. Included in this quarter general
      and administrative expenses was a $50,000 bonus to William Rigsby, Chief
      Executive Officer approved by the board. Selling, general and administrative
      expenses for the nine months ended September 30, 2006 decreased to $1,099,426
      as
      compared to $1,557,867 for the nine months ended September 30, 2005, or a
      decrease of $458,441. Legal and accounting fees decreased approximately $182,200
      when compared to the same period last year. Legal and accounting were higher
      in
      2005 for the SEC investigation and the costs related to the effective rescission
      of the NFC merger.





Income
      from Operations: The income from operations of $19,725 was incurred for the
      quarter ended September 30, 2006 versus $973,165 in the quarter ended September
      30, 2006. This is a decrease in income from operations of $953,440 for the
      quarter. Income from operations for the nine months ended September 30, 2006
      was
      $1,185,756 as compared to $2,250,133 for the same period in 2005. The decrease
      in income from operations of $1,064,377 for the nine months was a result of
      the
      factors discussed above.





Other
      Expenses: Interest expense of $4,852 was incurred for the quarter ended
      September 30, 2006 versus $17,809 in the quarter ended September 30, 2005,
      a
      decrease of $12,957. Interest expense for the nine months ended September 30,
      2006 was $32,811 as compared to $65,770 for the same period in 2005, a decrease
      of $32,959, as a result of the reduction in non-construction and non-development
      notes payable.




11





Net
      Income: Net income for the quarter ended September 30, 2006 was $24,632 as
      compared to net income of $993,900 for the same period in 2005. Net income
      for
      the nine months ending September 30, 2006 was $1,118,370 as compared to the
      net
      income of $2,150,163 for the same nine month period 2005. The decreases in
      net
      income of $969,268 for the quarter and $1,031,793 for nine months, respectively,
      were as a result of the factors discussed above. Provision for income taxes
      for
      the nine month period at September 30, 2006 is $113,000 as compared to none
      for
      the period as September 30, 2005 and the other factors discussed
      above.





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 are effective in
      timely alerting them to material information related to the Company that is
      required to be included in the Company’s annual and periodic SEC filings.





(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.








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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.





Governmental
      Action





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





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 has been 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 nine months ended September 30, 2006, 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.




13




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:
              ExhibitsExhibits3.1
              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 on
                April
                  29, 2003 (incorporated by reference)10.3
              Settlement
                Agreement and Mutual Release dated October 2006, by and among William
                Michael Adkinson, Long Point Cove, LLC, Gulf Destination Enterprises,
                Inc., Kenneth Lawrence White and Whitemark Homes21.1
              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





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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 November 14, 2006.




WHITEMARK
              HOMES,
              INC.Date: November
              14, 2006
            By:
            /s/ *William
              D. Rigsby*William
              D. RigsbyChief
              Executive Officer


Date: November
              14, 2006
            By:
            /s/ *Russ
              Christensen*Russ
              ChristensenActing
              Principal Financial Officer





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