UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the Quarterly Period Ended September 30, 2003

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO 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 Registrant as Specified in its Charter)



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


             650 South Central Avenue, Suite 1000, Oviedo, FL 32765
                    (Address of Principal Executive Offices)


                                 (407) 366-9668
                Registrant's Telephone Number Including Area Code


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 [ ] NO

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.


     There were 17,759,636 shares, Common Stock, $.001 Par Value as of September
30, 2003.

<PAGE>

                              WHITEMARK HOMES, INC.

                                   FORM 10-QSB

                                      INDEX

                                                                    Page
                                                                    ----

Part I.   Financial Information

     Item 1.   Condensed Consolidated Financial Statements  .     .    3

     Item 2.   Management's Discussion and Analysis   .     .     .   12

     Item 3.   Controls and Procedures    .     .     .     .     .   15


Part II:  Other information

     Item 1:   Legal Proceedings    .     .     .     .     .     .   16

     Item 2:   Changes in Securities and Use of Proceeds    .     .   20

     Item 4:   Submission of Matters to a Vote of the Security
               Holders  .     .     .     .     .     .     .     .   20

     Item 5:   Other Information.   .     .     .     .     .     .   20

     Item 6:   Exhibits, Financial Statement Schedules, and
               Reports on Form 8-K  .     .     .     .     .     .   20
               Signatures.    .     .     .     .     .     .     .   21

                                       2
<PAGE>



PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements


                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                            As of September 30, 2003
                                   (Unaudited)





                                       ASSETS

Land and home inventory                                           $20,314,000
Cash                                                                  439,900
Accounts receivable                                                   115,282
Prepaid expense                                                       106,120
Other assets                                                          977,026
                                                                  -----------

TOTAL ASSETS                                                      $21,952,328
                                                                  ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities:
   Notes payable                                                  $19,007,451
   Accounts payable                                                 1,333,692
   Accrued expenses                                                 3,444,160
                                                                  -----------
        Total Liabilities                                          23,785,303
                                                                  -----------

Stockholders' Equity (Deficit):
  Common stock ($.001 par value, 100,000,000
   shares authorized, 17,759,636 shares
   outstanding                                                         17,759
  Additional paid in capital                                       23,763,924
  Retained (deficit)                                              (25,614,658)
                                                                  -----------
     Total Stockholders' Deficit                                   (1,832,975)
                                                                  -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                       $21,952,328
                                                                  ===========




See accompanying selected information.

                                       3
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    For the Three Months Ended September 30,
                                   (Unaudited)




                                                     2003           2002
                                                  -----------    -----------
REVENUES:
   Sales                                          $ 2,890,428    $ 3,815,028

   Cost of sales                                    2,810,745      2,941,561
                                                  -----------    -----------
GROSS PROFIT                                           79,683        873,467


Selling, general, and administrative expenses         824,130        784,355
                                                  -----------    -----------
INCOME (LOSS) FROM OPERATIONS                        (744,447)        89,112

Other (Expenses):
   Interest expense                                   (37,612)       (84,340)
   Other expense                                                  (1,908,991)
                                                  -----------    -----------
(Loss) Before Income Taxes                           (782,059)    (1,904,219)

   Provision for income taxes                              -              -
                                                  -----------    -----------

NET (LOSS)                                        $  (782,059)  $ (1,904,219)
                                                  ===========    ===========

(Loss) per Common Share                           $     (0.06)    $    (0.12)
                                                  ===========    ===========

Weighted average shares outstanding                17,683,905     16,313,244
                                                  ===========    ===========




See accompanying selected information.

                                       4
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     For the Nine Months Ended September 30,
                                   (Unaudited)




                                                     2003           2002
                                                  -----------    -----------
REVENUES:
   Sales                                          $12,932,408    $10,612,339

   Cost of sales                                   10,234,037      8,351,512
                                                  -----------    -----------
GROSS PROFIT                                        2,698,371      2,260,827


Selling, general, and administrative expenses       3,097,453      2,413,629
                                                  -----------    -----------
(LOSS) FROM OPERATIONS                              (399,082)      (152,802)

Other (Expenses):
   Interest expense                                  (333,540)      (247,544)
   Other expense                                     (585,586)    (1,944,999)
                                                  -----------    -----------
(Loss) Before Income Taxes                         (1,318,208)    (2,345,345)

   Provision for income taxes                              -              -
                                                  -----------    -----------

NET (LOSS)                                        $(1,318,208)  $ (2,345,345)
                                                  ===========    ===========

(Loss) per Common Share                          $     (0.08)  $      (0.16)
                                                  ===========    ===========

Weighted average shares outstanding                17,273,001     14,989,655
                                                  ===========    ===========




See accompanying selected information.

                                       5
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                Increase/(Decrease) in Cash and Cash Equivalents
                     For the Nine Months Ended September 30,
                                   (Unaudited)



                                                      2003          2002
                                                  -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss)                                      $(1,318,208)   $(2,345,345)
  Adjustments to reconcile net(loss) to
  net cash provided(used) by operating activities:
    Depreciation and amortization                      45,544         81,915
    Services acquired with stock                      338,726         82,813
    Write-down inventory/write off assets             426,100             -
 Changes in operating assets and liabilities        1,850,933    (12,521,475)
                                                   -----------    -----------
NET CASH PROVIDED(USED) BY OPERATING ACTIVITIES     1,343,095    (14,702,092)
                                                  -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                  (11,203)      (129,305)
  Other investing activities                         (548,003)      (414,118)
                                                  -----------    -----------
NET CASH (USED) BY INVESTING ACTIVITIES              (559,206)      (543,423)
                                                  -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from notes payable                        906,858     39,856,395
   Repayments of notes payable                     (1,467,349)   (23,649,470)
   Proceeds from issuing stock                         11,304         51,216
   Termination of participation agreements                 -      (1,400,000)
                                                  -----------    -----------
NET CASH PROVIDED(USED) BY FINANCING ACTIVITIES      (549,187)    14,858,141
                                                  -----------    -----------
   Increase/(Decrease) in Cash                        234,702       (387,374)

Cash at Beginning of Period                           205,198        605,825
                                                  -----------    -----------

   CASH AT END OF PERIOD                          $   439,900    $   218,451
                                                  ===========    ===========

Supplemental Disclosures
  Cash paid for interest                          $   183,567    $ 1,319,740

  Non-cash Investing and Financing Transactions:
   Interest on notes payable capitalized as
    land and home inventory                         1,449,367      3,569,733
   Increase/(reduction) in note payable for
    interest                                          149,931      2,092,134
   Stock issued for land and home inventory                -       2,745,784
   Restricted stock issued for services               338,726      2,420,000



See accompanying selected information.

                                       6
<PAGE>
                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

      SELECTED INFORMATION FOR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                               September 30, 2003


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.

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 generally accepted
accounting principles 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, 2002 that were filed with
the Securities and Exchange Commission on Form 10-KSB during May 2003. 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, 2003 are not necessarily
indicative of the results to be expected for the year ending December 31, 2003.

Business

Development of Business

Whitemark Homes, Inc. ("the Registrant") was incorporated under the name Golden
Triangle Royalty & Oil, Inc. on July 30, 1975 under the laws of the State of
Colorado. Until April 1, 2000, the Registrant was involved in the oil and gas
production and services industries. In addition, on April 1, 2000, the
Registrant disposed of its oil and gas industry related activities and assets
and acquired Whitemark Homes, Inc. ("Whitemark Florida") along with certain
related entities (the "Whitemark group") in a transaction accounted for as a
reverse acquisition. Whitemark Florida changed its name to Whitemark Homes of
Florida, Inc. and the Registrant changed its name to Whitemark Homes, Inc. On
October 1, 2001, the Registrant acquired North Florida Consulting, Inc. and
certain related entities (the "NFC group" or "NFC") as an expansion of its
business.

With the acquisition of the NFC group, the Company entered into the development
of high-rise residential resort properties. However, although WTMK and NFC have
completed the aforementioned acquisition, on April 18, 2003 the acquisition was
effectively rescinded (the "Rescission") and the respective entities will no
longer be related subsequent to the effective date of the rescission (see Part
II, Other Information, Item 1, Legal Proceedings for further detail). As a
result, Whitemark recognized impairment on these assets at December 31, 2002
which were no longer consolidated on the Whitemark financial statements as of

                                       7
<PAGE>

April 18, 2003. Whitemark continues to develop real estate within the state of
Florida.

Current Business Summary

The Company has two primary business activities: home building and financial
services. Home building is by far the most significant activity as the financial
services activity functions primarily as a supporting and facilitating
operation. However, the company has begun to outsource most of its financial
services as management has determine this is more efficient for the company and
offers greater alternatives for the homebuyers.

The Company is involved in the purchase and development of lots and the
construction and sale of single-family conventional homes, primarily targeting
the Orlando, Florida area. The Company offers homes in a price range from $
98,500 to over $300,000, and is involved in all aspects of the business,
including land acquisition, site planning, preparation and improvement of land,
as well as the design, construction, marketing, and financing of the homes.
During the third quarter 2003, 14 homes and/or home sites were delivered in 3
communities. Each community offers several different floor plans for buyers to
choose from.

Sales of the Company's homes are generally made pursuant to a standard contract.
The contract includes a financing contingency which permits the customer to
cancel in the event mortgage financing at prevailing interest rates (including
financing arrangements by the Company) is unobtainable within a specified
period. The Company reports an undelivered home sale as part of its backlog upon
execution of the presales and sales contract, as well as receipt of the down
payment. As it relates to single-family homes, revenue is recognized only upon
the closing and delivery of a home to the homebuyer. The Company estimates that
the average period between the execution of a purchase agreement for a home and
final delivery is approximately nine months. Also, at times the Company will
sell land (lots) to homebuyers or other homebuilders, at which time the revenue
recognition process is the same as if the Company were selling a single-family
home and is also included as part of the Company's backlog figures prior to
closing. The Company's backlog at September 30, 2003 and 2002 was approximately
$36,600,000 and $11,768,000, respectively. However, these backlog figures are
exclusive of any NFC presale information due to the aforementioned Rescission
(see Part II, Other Information, Item 1, Legal Proceedings for further detail).
Reduction in backlog figures does not necessarily mean that the backlog has been
converted to revenue. In addition, only a portion of the outstanding backlog
will be converted to revenue within the current fiscal year. As noted
previously, presale backlog can be adversely effected due to, but not limited
to, the homebuyer's inability to obtain financing.

The Company conducts financial service activities through a subsidiary, Home
Funding, Inc., which provides mortgage financing services for the home buyers.
The subsidiary makes conventional, FHA-insured and VA-guaranteed mortgage loans
available to qualified purchasers of its homes by assisting them in obtaining
loans through local and national financial institutions. However, as previously
mentioned the company has begun outsourcing most of its financial services as
management believes it is more efficient for the company and offers a greater
variety of financing alternatives for the homebuyer.

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. As of September 30, 2003, The Whitemark group consists of the following
entities: Whitemark Homes of Florida, Inc.; Home Funding, Inc.; Fox Glen Limited
Partnership, Whitemark at Corner Lake, LLC, Whitemark at Glenbrook, LLC, Meadow

                                       8
<PAGE>

Point Development Inc., and Whitemark at Little Creek, LLC. All significant
intercompany accounts and transactions have been eliminated.

The 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 ("the Company"). All
significant intercompany balances and transactions have been eliminated.

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

ACCOUNTS RECEIVABLE: The Company 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 value of the home and lot. Direct
costs include construction period interest.

LONG-TERM ASSETS: The Company applies Statement of Financial Accounting
Standards FAS) No. 121, "Accounting for Impairment of Long-Lived Assets." Under
SFAS 121, long-lived assets and certain intangibles are reported at the lower of
cost or estimated recoverable amounts.

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.

The Company originally acquired a 40% equity interest in Golden Square
Industries, Inc. ("GSI"). This equity interest was obtained as a direct result
of the business combination between Golden Triangle Industries, Inc. and
Whitemark Homes of Florida, Inc. However, it is the Company's intent to dissolve
that equity interest in the near future.

REVENUE RECOGNITION: Revenue from projects is recognized under the completed
contract method, i.e. revenues and costs are deferred until the contract is
completed and accepted by the customer. Management uses this method because
total costs on uncompleted jobs cannot be accurately estimated. Homes are sold

                                       9
<PAGE>

pursuant to standard contracts and revenue from home sales is recognized only
when closing occurs.

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.

INCOME TAXES: The Company recognizes a liability or asset for the deferred tax
consequences of temporary differences between the tax bases of assets or
liabilities and their reported amounts in the financial statements, if such
differences are significant.

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 or (loss) available to common shareholders by the
weighted average number of common shares outstanding plus net potentially
dilutive securities.

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

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

NOTE 2:   EQUITY METHOD INVESTEE

As disclosed in Note 1, Basis of Presentation, 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. 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.

NOTE 3:   STOCK TRANSACTIONS

For the quarter ending September 30, 2003, the Company issued 5,760 common
shares under its Dividend Reinvestment and Stock Purchase Plan.

During the third quarter of fiscal year 2003, Whitemark issued 111,364 shares as
compensation under an equity line of credit agreement with Cornell Capital
Partners.

                                       10
<PAGE>

There  were no other  significant  stock  transactions  for the  quarter  ending
September 30, 2003.

NOTE 4:   DISPOSITION OF NFC ASSETS AND LIABILITIES

As part of a settlement agreement entered into by Whitemark Homes, Inc.
("Whitemark Homes"), 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 (see Part II, Other Information, Item 1, Legal
Proceedings for further detail), Whitemark Homes has disposed of certain assets
and liabilities as more fully described herein:

Assets and Liabilities disposed by Whitemark and retained by NFC are as follows:

      Land and home inventory                               $42,900,720
      Cash                                                      159,485
      Accounts receivable                                     1,688,987
      Other assets                                              772,730
                                                            -----------
            Total assets                                    $45,521,922
                                                            ===========

      Notes payable                                         $42,409,615
      Accounts payable                                        2,624,808
      Accrued expenses                                           15,287
                                                            -----------
            Total liabilities                               $45,049,710
                                                            ===========

Proforma statements of operation for the nine months ended September 30, 2003
and 2002 excluding NFC's revenue and operating expenses are as follows:

                                         2003                  2002
                                         ----                  ----

      Sales                          $11,310,031            $7,800,911
      Cost of sales                    9,278,723             6,468,580
                                      ----------            ----------
      Gross profit                     2,031,308             1,332,331

      Selling, general and
        administrative expenses        2,803,432             1,754,422
                                      ----------            ----------
      (Loss) from operations            (772,124)             (422,091)


      Other income(expense)
         Interest                       (116,180)              (49,095)
         Forgiveness of NFC debt      (4,480,747)                   -
         Income tax refund                    -                  8,905
                                      ----------            ----------

      Net (loss)                     $(5,369,051)           $ (462,281)
                                     ===========            ==========

      Loss per Common share          $      (.30)           $     (.03)
                                     ===========            ==========

                                       11
<PAGE>

NOTE 5:   SUBSEQUENT EVENTS

In accordance with the Global Settlement Agreement, which details the Rescission
of NFC(see Part II, Other Information, Item 1, Legal Proceedings for further
detail) there are certain items which still must be completed in order to fully
comply with the Agreement. An example of these items are the transfer of stock
and the elimination of certain liabilities and/or guarantees. It is management's
opinion that these items will be completed within the next two months.

Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations.

General Overview

The Company develops real estate and builds homes. These efforts have
historically been concentrated in under-served markets for entry-level,
first-time move-up, and vacation homebuyers. However, efforts are now
additionally focused on the mid-level homebuyer and vacation homes with housing
products from $180,000 to $350,000. On a national level, housing construction
continues to remain in a growth trend. Indicators for construction have shown
continued growth. In fact, according to the Orlando Sentinel Newspaper, Florida
was one of the leading states throughout the nation in new home building permits
for 2002 and into 2003. The Kiplinger Letter has stated that its forecasts
predict that housing will continue to generate economic warmth and will provide
support for the rest of the U.S. economy. Reductions in interest rates by the
Federal Reserve have lowered the cost of construction financing and have also
resulted in lower mortgage rates to homebuyers, although to a lesser extent.

As mentioned above, interest rates and consumer confidence are driving the
housing industry. Statistics indicate that both unemployment and interest rates
in the Company's largest target market (the Orlando, Florida area) continue to
be relatively low.

According to the Orlando Sentinel Newspaper, Orlando continues to rank in the
top five destination cities for foreign travelers in the U.S. As a result,
resort home development has become a significant part of home construction in
Florida. Additionally, The Crittenden Report, one of the nation's leading weekly
newsletters on real estate finance reported that resort areas are expected to
see continued significant population gains. These areas grew at an average rate
of 14% during the 1990's. Various analysts with Amsouth Bank and Deutsche Bank
have reviewed the trends of `baby boomers' during the 1990's and have concluded
that a high percentage will be looking either to move up or to acquire vacation
homes. Because this growth trend is fueled by retirees and `baby boomers,' the
extended implication would include growth in recreational, medical, and other
supporting services.

The Company had 6 communities in various stages of acquisition and development
at September 30, 2003. However, in an effort to raise capital and take advantage
of the Orlando housing market, Whitemark has decided to sell two of its housing
developments, Little Creek and Lakewood, to two national homebuilders. The total
sales price for both communities is in excess of $10 million. Although Whitemark
has now signed definitive purchase agreements, both agreements are subject to
closing which should be completed by December 31, 2003.

Liquidity and Capital Resources

The Company's financing needs are provided through cash flows from operations,
bank borrowings, private and public debt and equity markets. Cash flow from

                                       12
<PAGE>

operations for the nine months ended September 30, 2003 was positive. This was
largely due to the volume of home closings. Cash flow is anticipated to increase
in the future as the home inventory begins to build and close into the
subsequent periods. However, due to the timing of certain cash flows, the
Company often has cash shortfalls. The Company is currently seeking sources of
financing to alleviate the effect of cash shortfalls, but this type of financing
has only been able to be obtained on a very limited bases. Additionally, the
costs of litigation in relation to the Rescission were not anticipated. In order
to further level out these cash shortfalls the Company chose to sell the two
communities mentioned above in the General Overview. All of the remaining
$36,600,000 of presale backlog, after the sale of the two communities is
projected to be generated in fiscal years 2003 and 2004.

On September 30, 2003, the Company had outstanding borrowings of approximately
$19,000,000. This is a decrease of $40,000,000 from the December 31, 2002 amount
of approximately $59,000,000. The Rescission reduced outstanding borrowings by
approximately $42,400,000. Loan payments exceeded additional borrowings for land
acquisition and development by approximately $561,000 for the nine months ended
September 30, 2003. In addition, many of the notes payable are not subject to
debt service until the note becomes due or have an interest reserve established
with the lender. The Company's objective is to either pre-sell the properties to
the point where construction can begin or to sell the property for a profit
prior to the notes coming due.

The Company currently finances its projects with project specific acquisition,
development and construction loans. These loans are secured by each project and
are drawn down and repaid based on the progress of the project. There is no
expectation that this financing arrangement will not be available in the
foreseeable future; however, the size and nature of a project may make securing
certain project financing very difficult or unobtainable. The Company requires
funds generated from operations and expected borrowing availability from the
private and public market to fund the Company's working capital requirements.
Therefore, the company will need to raise additional capital to fund our
anticipated operating expenses and future expansion. Should the Company become
unable to secure financing, the Company may be adversely affected.

On September 30, 2003, the Company had total assets of approximately
$22,000,000. This is a decrease of $40,000,000 from the December 31, 2002 amount
of approximately $62,000,000. This change in the Company's balance sheet is
primarily related to the Rescission. More specifically, the asset classes which
substantiate the majority of the decrease relate to land and home inventory,
accounts receivable and other assets.



Results of Operations for the quarter ended September 30, 2003

Revenues: Whitemark's revenues from home sales for the quarter ending September
30, 2003 decreased from $3,815,028 to $2,890,428 when compared with the quarter
ending September 30, 2002. This is a decrease of $924,600 or 24%. Revenues from
home sales for the nine months ending September 30, 2003 increased from
$10,612,339 to $12,932,408 when compared with the same nine month period for
2002. This is an increase of $2,320,069 or 22%. The number of homes delivered
for the quarter ending September 30, 2003 was 14 units with an average selling
price per home of $206,459. This brings the total number of homes delivered this
year as of September 30, 2003 to 71, with an average selling price of $182,147.
Management believes that the small number of homes sold is primarily the result
of a restriction in Whitemark's available lot inventory as certain projects are
reaching maturity and new lot inventory is in the process of being developed but

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<PAGE>

is not yet market ready. This can be noted by the substantial increase in the
sales backlog inventory previously discussed. Management also believes that
changes in the average selling price of homes delivered from period to period
are attributable to factors at each of its subdivisions, including product type,
product mix and premium lot availability, and cannot be predicted for future
periods with any degree of certainty.

Gross Profit: Gross profit for the quarter ending September 30, 2003 was $79,683
or 3%, as compared to $873,468 or 23% for the quarter ending September 30, 2002,
due to a one time write down of our inventory for our Bear Gully development.
Gross profit for the nine months ending September 30, 2003 was $2,698,371 or
21%, as compared to $2,260,827 or 21% for the same period in 2002. The costs of
homes sold for the quarter ending September 30, 2003 decreased $130,816 to
$2,810,745 when compared with the same quarter in 2002. The costs of homes sold
during the nine months ending September 30, 2003 increased $1,882,525 to
$10,234,037 when compared with the same nine month period of 2002. This is
primarily due to the related increase in home deliveries and higher average
selling prices. Although the cost of homes is directly attributable to the
product type and product mix.

Expenses: Selling, general and administrative expenses decreased to $824,130 and
increased to $3,097,453, respectively for the quarter and nine months ending
September 30, 2003, respectively. This is an increase of $39,775 or 5% from
$784,355 for the quarter ending September 30, 2002 and an increase of $583,824
or 28% compared to nine months ending September 30, 2002. The increase in
operating expenses for the nine month period was principally a result of the
legal and accounting services associated with the Rescission.

Income From Operations: The losses from operations for the quarter and nine
months ending September 30, 2003 was $(744,447) and $(399,082), respectively,
compared to income of $89,112 and loss of $(152,802) for the quarter and nine
months ending September 30, 2002. The decreases in income from operations of
$(833,559) for the quarter and $(246,280) for the nine months were a result of
the factors discussed above.

Other Expenses: Interest expense of $37,612 was incurred for the quarter ended
September 30, 2003 versus $84,340 in the quarter ended September 30, 2002, a
decrease of $46,728. Interest expense for the nine months ended September 30,
2003 was $333,540 as compared to $247,544 for the same period in 2002. This
increase is primarily attributable to the current product mix and financing
arrangements. Whitemark obtains construction loans and other borrowings in order
to purchase land and build homes. Whitemark incurs interest charges on these
borrowings, with rates varying from 4.75% to 25% per year. Interest is
capitalized as land development costs until projects reach substantial
completion. Upon completion of the development phase, interest is expensed. In
addition to the write-down of inventory in the amount of $113,373 during the
first quarter, it was necessary to record a loss of $472,212 for the second
quarter associated with the removal of assets and liabilities retained by NFC
under the terms of the Rescission (see Part II, Other Information, Item 1, Legal
Proceedings for further detail).

Net Loss: Net loss for the quarter ending September 30, 2003 was $(782,059) as
compared to the net loss of $(1,904,219) for the same period in 2002. Net loss
for the nine months ending September 30, 2003 was $(1,318,208) as compared to
the net loss of $(2,345,345) for the same nine month period in 2002. The
decreases in net loss of $1,122,160 and $1,027,137 for the quarter and nine
months, respectively, were as a result of the factors discussed above.


With the uncertainty surrounding the overall economy, management is aware that
expectations and projections could easily be affected by unforeseen events and
changes in the public's reaction to past events. This is being said to encourage

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<PAGE>

appropriate caution that the homebuilding industry, as well as any other
industry, may be negatively impacted by a variety of economic factors possibly
including the erosion of consumer confidence and employment levels stemming from
the current international conflicts.




SAFE HARBOR PROVISION - DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

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

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

Item 3: Controls and Procedures

As of the period covered by this quarterly report on Form 10-QSB, the Company
evaluated the effectiveness of the design and operation of its `disclosure
controls and procedures' (Disclosure Controls). This evaluation (the Controls
Evaluation) was done under the supervision and with the participation of
management, including our President and Chief Financial Officer (who performs
all of the functions typically associated with a Chief Executive Officer). Rules
adopted by the SEC require that in this section of the Quarterly Report we
present the conclusions of the President about the effectiveness of our
Disclosure Controls and Internal Controls based on and as of the date of the
Controls Evaluation.

Disclosure Controls are procedures that are designed with the objective of
ensuring that information required to be disclosed in our reports filed under
the Securities Exchange Act of 1934 (Exchange Act), such as this Quarterly
Report, is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's (SEC) rules and forms.
Disclosure Controls are also designed with the objective of ensuring that such
information is accumulated and communicated to our management, including the

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<PAGE>

President, as appropriate to allow timely decisions regarding required
disclosure.

Based upon the Controls Evaluation, our President has concluded that our
Disclosure Controls are effective to ensure that material information relating
to the Company is made known to management, particularly during the period when
our periodic reports are being prepared. There were no changes to the Disclosure
Controls in the period.


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 Filed in United States District Court, in Northern District of
Illinois, alleging non-distribution of proceeds relating to a loan agreement in
an amount not less than $800,000. Whitemark is not disputing that money is owed
to Heller but is awaiting the results of the related project's financial audit
before agreeing on the final settlement amount. Heller's accountants are
currently performing the financial audit of the subject project with the audit
expected to be completed this year. As of September 30, 2003, Whitemark has
accrued approximately $760,000 in a note payable to Heller associated with this
issue and believes that any increase in claim greater than this amount should be
immaterial. However, any claim greater than $760,000 as determined by the
project's financial audit could be contested by Whitemark.

On October 3, 2003, Paulson Investment Company Inc. filed a lawsuit against
Whitemark Homes, Inc. for non-payment of $91,478.44 plus interest at a rate of
6% per year. The non-payment is allegedly owed in connection with a letter of
intent for a proposed public offering to be the underwritten by Paulson
Investment Company. The action is pending in the Circuit Court, in for Seminole
County, Florida. Whitemark Homes disputes the amount owed and intends to defend
the action in court.

Acquisition or Disposition of Assets

As part of a settlement agreement entered into by Whitemark Homes, Inc.
("Whitemark Homes"), 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 Homes has acquired certain assets 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 Homes and Michael Adkinson, together with related parties and
entities, which was consummated in October, 2001. Until consummation of the
settlement, Michael Adkinson was an employee of and significant shareholder in
Whitemark Homes. 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, after the settlement conditions have
been satisfied, Whitemark Homes will receive all ownership rights to 5,000,000
shares of Whitemark Homes restricted common stock, collectively owned by Michael
Adkinson, Chad Adkinson, Wayne Adkinson, Jan Adkinson and Henry Devarona,
subject to a collateral pledge agreement in favor of certain banks securing a
loan in the amount of $2,700,000. Whitemark was relieved of certain debt
obligations related to the real property transferred to Michael Adkinson, or his
designees. Whitemark Homes shall also receive the Orlando, Florida home of
Michael Adkinson, subject to certain liens.

As part of the Global Settlement Agreement, Whitemark Homes delivered to Michael
Adkinson, or his designees, all real property acquired by Whitemark homes or its
subsidiaries as a result of the business relationship between Whitemark Homes
and Michael Adkinson commencing in October 2001. Except for limited amounts of
inter-company debt, certain operating accounts payable and short term and long
term debt in excess of $45 million was transferred to Michael Adkinson or

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<PAGE>


related entities and was eliminated from the consolidated balance sheet of
Whitemark Homes.

Other Events

Beginning on February 6, 2003, Whitemark Homes, some if its officers and
directors, and some of its wholly-owned subsidiaries had been involved in
related lawsuits arising from a business relationship with Michael Adkinson,
Wayne Adkinson and related entities. These lawsuits are described below. On or
about April 18, 2003, the parties resolved all of these disputes. The settlement
terms included the voluntary dismissal of each lawsuit with prejudice with each
party bearing its own fees and costs, except to the extent that Whitemark Homes
has agreed to pay $15,000 of closing costs incurred as a result of the
conveyances contemplated by the Global Settlement Agreement, and the disposition
of certain real property and shares of subsidiary entities. A summary of each of
these dismissed actions is set forth below.

Replevin Action

On February 6, 2003, Whitemark Homes, and its wholly owned subsidiary, North
Florida Consulting, Inc., (collectively "Plaintiffs") filed a verified complaint
for replevin and injunctive relief ("Replevin Action") in the Circuit Court of
the First Judicial Circuit in and for Walton County, Florida (the "Court")
against Michael Adkinson. In the Replevin Action, Plaintiffs sought to obtain
possession of a hard-drive that allegedly was detained and removed by Michael
Adkinson, without authority or permission, and to enjoin Adkinson from removing
or destroying any other personal property of the Plaintiffs. On March 6, 2003,
the Court ordered that the hard-drive would be placed in the custody of a
third-party custodian to safeguard the hard-drive, and ordered that each party
could have access to the hard-drive and receive a copy of the information
contained on the hard-drive upon written request to the third-party custodian.
As part of the Global Settlement Agreement, ownership of the computer will be
conveyed to Michael Adkinson or his designee.

In response to the Replevin Action, Michael Adkinson, Wayne Adkinson and Chad
Adkinson filed a counterclaim on February 13, 2003, against Whitemark Homes and
North Florida Consulting, and a third-party complaint against Kenneth Larry
White, Mitchell Gordon, Scott D. Clark, Hugh Harling, Jr., as well as the
subsidiaries of North Florida Consulting. Messrs. White and Gordon are officers
and directors of Whitemark Homes and Messrs. Clark and Harling, Jr. are
directors of Whitemark Homes. In the counterclaim and third-party complaint, the
Adkinsons filed claims against Whitemark Homes for (1) breach of a joint venture
agreement; (2) breach of a guaranty and indemnity agreement; and (3) breach of a
security and funding agreement. The counterclaim and third-party complaint
included a claim against Whitemark Homes and Kenneth Larry White for fraud in
the inducement. The counterclaim and third-party complaint included claims
against Whitemark Homes, Kenneth Larry White, Mitchell Gordon, Scott D. Clark
and Hugh Harling, Jr., for (1) breach of fiduciary duties and (2) breach of
implied covenant of good faith and fair dealing. The counterclaim and
third-party complaint also includes claims for equitable lien and constructive
trust against all of the counter-defendants and third-party defendants, seeking
to impose equitable liens and constructive trusts on all properties held in the
names of the counter-defendants and third-party defendants. Lastly, the

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<PAGE>

Adkinsons asserted a claim for rescission against Whitemark Homes and its wholly
owned subsidiaries, in which the Adkinsons requested the Court to rescind the
various agreements that compose the alleged joint venture arrangement.

On or about March 25, 2003, Plaintiffs and the third-party defendants, with the
exception of Kenneth Larry White and Hugh Harling, Jr. (who at that time had not
been served with the Third Party Complaint), served Answers and Affirmative
Defenses to the counterclaim/third-party complaint. On April 14, 2003, Messers.
White and Harling served Answers and Affirmative Defenses to the third-party
complaint. In the Answers and Affirmative Defenses, the parties denied all
wrongdoing and asserted numerous defenses that bar the Adkinsons from
establishing liability and/or entitlement to damages.

On or about March 25, 2003, Plaintiffs and the third-party defendants, with the
exception of Messers. White, Gordon, Clark and Harling, filed a Counterclaim and
Additional Claims of Counter-Defendants and Third-Party Defendants against
Michael Adkinson, Chad Adkinson and Wayne Adkinson ("Counter-Counterclaim"). The
Counter-Counterclaim sets forth claims for injunctive relief, breach of
fiduciary duties, slander of title and tortious interference with an
advantageous business relationship.

On or about April 21, 2003, pursuant to the Global Settlement Agreement, a joint
Stipulation for Voluntary Dismissal was served requesting that the Court dismiss
the Replevin Action, Counterclaim and Counter-Counterclaim with prejudice with
all parties to bear their own fees and costs. The Court has not taken any action
on the Stipulation.

Derivative Action

On February 13, 2003, Michael Adkinson, Wayne Adkinson and Chad Adkinson
(collectively the "Derivative Plaintiffs"), in their derivative capacities as
shareholders on behalf of Whitemark Homes, filed a derivative action in the
Court against Whitemark Homes, Kenneth Larry White, Mitchell Gordon, Scott D.
Clark, Hugh Harling, Jr., and Margaret Older (the "Derivative Action").
Whitemark Homes was only a nominal defendant in this action; the Derivative
Plaintiffs purported to bring the Derivative Action on behalf of Whitemark
Homes. The claim against Kenneth Larry White, Mitchell Gordon, Scott D. Clark,
and Hugh Harling, Jr. was for breach of fiduciary duties. The Derivative Action
also contained a claim against all defendants for civil conspiracy in which the
Derivative Plaintiffs allege that the defendants conspired to breach their
fiduciary duties to Whitemark Homes.

On or about March 19, 2003, Margaret Older, Scott Clark, and Whitemark Homes
filed a motion to stay the case while a special litigation committee and its
independent legal counsel conduct an independent investigation of the
allegations made in the complaint. The motion to stay was amended on or about
April 2, 2003. On or about April 7, 2003, Messers. White, Harling and Gordon
filed a motion to join in and adopt the amended motion to stay.

On or about April 21, 2003, pursuant to the Global Settlement Agreement, a joint
Stipulation for Voluntary Dismissal was served requesting that the Court dismiss
the Derivative Action with prejudice with all parties to bear their own fees and
costs. The Court has not taken any action on the Stipulation.

Quiet Title Action

On March 10, 2003, Whitemark Homes, and its wholly owned subsidiaries, Muirfield
Development Corporation, Troon Development Corporation and North Florida
Consulting, Inc., and an unrelated party, Southeastern Consulting & Development
Company (collectively the "Quiet Title Plaintiffs"), filed a verified complaint
with the Court for declaratory relief and to quiet title against Michael

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<PAGE>

Adkinson, Chad Adkinson, Wayne Adkinson, Castle Development Properties, Inc. and
Gulf Destination Enterprises, Inc. seeking to declare certain allegedly invalid
mortgages and to quiet title on two parcels of real property located in Walton
County, Florida (the "Quiet Title Action"). The Quiet Title Plaintiffs alleged
that the defendants improperly and without any right, caused mortgages to be
placed on properties owned by Muirfield Development and Troon Development. On
March 31, 2003, defendants filed an Answer and Affirmative Defenses denying the
allegations.

On or about April 21, 2003, pursuant to the Global Settlement Agreement,
Whitemark Homes, Muirfield Development Corporation, Troon Development
Corporation and North Florida Consulting, Inc. and the defendants served a joint
Voluntary Dismissal with Prejudice requesting that the Court dismiss their
claims presented in the Quiet Title Action with prejudice with all parties to
bear their own fees and costs. The Court has not taken any action on the
Stipulation.

On April 29, 2003, Southeastern filed a Verified Motion for Injunctive Relief
against all parties to the litigation arising out of the parties' settlement of
the claims without Southeastern's participation. On May 1, 2003, the Court
issued the Injunction against all parties, except Whitemark Homes subject to
Southeastern posting a bond. Southeastern never posted the bond. The enjoined
parties then filed a motion to dissolve the injunction. On May 10, 2003,
Southeastern filed a Cross-Claim against Whitemark Homes and the remaining
parties to the litigation. No answer has been filed due to an agreement to stay
the filing of the answer pending settlement negotiations. The parties expect to
be able to reach a settlement of this matter, although no assurances can be
made.

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.

Global Settlement Agreement

On April 19, 2003, the parties to the above lawsuits entered into a Global
Settlement Agreement to resolve all disputes between the parties. 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 I, Item 3, Legal
Proceedings, the Global Settlement Agreement also terminates, cancels and
releases 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

                                       19
<PAGE>

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 with the exception of the Voting Agreement, which Voting
Agreement shall remain in effect subject to terms of the Global Settlement
Agreement.

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

Item 2:   Changes in Securities and Use of Proceeds

Issuance of Unregistered Shares

During the quarter ended September 30, 2003, the Company did not issue any
additional securities other then those described in Note 3 of the financial
statement, Stock Transactions. 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:   Default Upon Senior Securities - Not applicable.

Item 4:   Submission of Matters to a Vote of the Security Holders - None.

Item 5:   Other Information

Resignation of Board Member

Mitchell Gordon tendered his resignation as a director of Whitemark Effective
October 10, 2003.

Item 6:   Exhibits and Reports on Form 8-K

          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, (incorporated by reference to
                  Exhibit 10.2 to the Quarterly Report on Form 10-QSB filed
                  with the SEC on August 21, 2003)
            21.1  Subsidiaries of registrant (filed with 2002 Form 10-KSB,
                  incorporated by reference)
            31.1  Certification of CEO regarding section 302 (provided herewith)
            32.1  Certification regarding section 906 (provided herewith)

          b.  Reports on Form 8-K

            April 29, 2003: Acquisition or Disposition of Assets, Other Events -
                  Global Settlement Agreement describing effective rescission of
                  the NFC acquisition.
            July  9, 2003: Regulation F-D Disclosure, Exhibits - Whitemark
                  undergoes SEC investigation with full cooperation.

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<PAGE>

          c.  SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                            WHITEMARK HOMES, INC.


November 19, 2003            /s/ Kenneth White
                             -----------------
                             Kenneth White
                             Chief Executive Officer

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