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 June 30, 2005
 
 OR
 
 o
        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.
                  EmployerIncorporation
                  or Organization)
              Identification
                  #)
 
 
 650
        South
        Central Avenue, Suite 1000, Oviedo, Florida 32765
 (Address
        of Principal Executive Offices)
 
 
 (407)
        366-9668
 Registrant's
        Telephone Number Including Area Code
 
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Securities Exchange Act of 1934 during the last 12 months (or
        for
        such shorter period that the registrant was required to file such reports),
        and
        (2) has been subject to such filing requirements for the past 90 days x Yes o
        NO
 
 State
        the
        number of shares outstanding of each of the issuer's classes of common equity,
        as of the latest practicable date: There were 21,615,154 shares, Common Stock,
        $.001 Par Value as of June 30, 2005.
 
 
 
 
 
 WHITEMARK
        HOMES, INC.
 
 FORM
        10-QSB
 
 INDEX
 
 PagePart
                  I: Financial InformationItem
                  1: Financial Statements
              3Item
                    2: Management's Discussion and Analysis or Plan of
                    Operation
              12Item
                  3: Controls and Procedures
              14Part
                  II: Other informationItem
                  1: Legal Proceedings
              15Item
                  2: Unregistered Sales of Equity Securities and Use
                  of Proceeds
              17Item
                  3: Defaults Upon Senior Securities
              17Item
                  4: Submission of Matters to a Vote of the Security Holders
              17Item
                  5: Other Information
              17Item
                  6: Exhibits, Financial Statement Schedules, and  Reports
                  on Form 8-K
              17Signatures
              19
   2
  PART
        I.
        FINANCIAL INFORMATION
 
 Item
        1.
        Financial Statements
 
 
 WHITEMARK
        HOMES, INC. AND SUBSIDIARIES
 
 CONDENSED
        CONSOLIDATED BALANCE SHEET
 As
        of
        June 30, 2005
 (Unaudited)
 
  
 ASSETSLand
                  and home inventory
              
              $
              6,885,287Cash
              
              
              3,410,622Accounts
                  receivable
              
              
              1,522,362Prepaid
                  expense
              
              
              41,990Other
                  assets
              
              
              154,672Investment
                  in equity method investee
              
              
              250,000TOTAL
                  ASSETS
              
              $
              12,264,933LIABILITIES
                  AND STOCKHOLDERS' DEFICITLiabilities:Notes
                  payable
              
              $
              6,238,562Accounts
                  payable
              
              
              3,208,506Accrued
                  expenses
              
              
              1,892,743Related
                  party notes payable
              
              
              249,993Home
                  sale deposits
              
              
              2,898,630Total
                  Liabilities
              
              
              14,488,434Stockholders'
                  Equity (Deficit):Common
                  stock, $.001 par value, 100,000,000shares
                  authorized, 21,615,154 shares outstanding
              
              
              21,615Additional
                  paid in capital
              
              
              24,102,368Retained
                  deficit
              
              
              (26,347,484
              )Total
                  Stockholders' Deficit
              
              
              (2,223,501
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              12,264,933
  See
        accompanying selected information.
   3
  WHITEMARK
        HOMES, INC. AND SUBSIDIARIES
 
 CONDENSED
        CONSOLIDATED STATEMENTS OF OPERATIONS
 For
        the
        Three Months Ended June 30,
 (Unaudited)
 
 
 
 2005
              
              2004REVENUES:Sales
              
              $
              11,006,897
              
              $
              4,909,171Cost
                  of sales
              
              
              9,291,519
              
              
              4,586,807GROSS
                  PROFIT
              
              
              1,715,378
              
              
              322,364Selling,
                  general, and administrative expenses
              
              
              653,756
              
              
              495,601INCOME(LOSS)
                  FROM OPERATIONS
              
              
              1,061,622
              
              
              (173,237
              )Other
                  Income/(Expenses):Interest
                  expense
              
              
              (31,787
              )
              
              (45,030
              )Other
                  Income(expense),net
              
              
              (86,623
              )
              
              16,356Writedown
                  of Investment
              
              
              
              
              
              (438,905
              )Income/(Loss)
                  Before Income Taxes
              
              
              943,212
              
              
              (640,816
              )Provision
                  for income taxes
              
              
              —
              
              
              —NET
                  Income/(Loss)
              
              $
              943,212
              
              $
              (640,816
              )Income/(Loss)per
                  Common Share, Basic and Diluted
              
              $
              0.043
              
              $
              (0.03
              )Weighted
                  average shares outstanding,
              
              
              21,605,164
              
              
              18,401,419
 
 
 
 See
        accompanying selected information.
 
 
 
 4
  WHITEMARK
        HOMES, INC. AND SUBSIDIARIES
 
 CONDENSED
        CONSOLIDATED STATEMENTS OF OPERATIONS
 For
        the
        Six Months Ended June 30,
 (Unaudited)
 
 
 
 2005
              
              2004REVENUES:Sales
              
              $
              18,033,291
              
              $
              23,315,998Cost
                  of sales
              
              
              15,573,057
              
              
              21,196,189GROSS
                  PROFIT
              
              
              2,460,234
              
              
              2,119,809Selling,
                  general, and administrative expenses
              
              
              1,183,266
              
              
              1,366,374INCOME
                  FROM OPERATIONS
              
              
              1,276,968
              
              
              753,435Other
                  Income/(Expenses):Interest
                  expense
              
              
              (47,961
              )
              
              (76,879
              )Other
                  income/expense, net
              
              
              (72,744
              )
              
              62,193Wriedown
                  of Investment
              
              
              
              
              
              (438,905
              )INCOME
                  BEFORE INCOME TAXES
              
              
              1,156,263
              
              
              299,844Provision
                  for income taxes
              
              
              —
              
              
              —NET
                  INCOME
              
              $
              1,156,263
              
              $
              299,844Income
                  per common share - basic & diluted
              
              $
              0.053
              
              $
              0.02Weighted
                  average shares - outstanding
              
              
              21,605,164
              
              
              18,378,799
 
 
 
 See
        accompanying selected information.
    5
 
 WHITEMARK
        HOMES, INC. AND SUBSIDIARIES
 
 CONDENSED
        CONSOLIDATED STATEMENTS OF CASH FLOWS
 Increase/(Decrease)
        in Cash and Cash Equivalents
 For
        the
        Six Months Ended June 30,
 (Unaudited)
 
 
 2005
              
              2004CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  income
              
              $
              1,156,263
              
              $
              299,844Adjustments
                  to reconcile net income tonet
                  cash provided by operating activities:Depreciation
                  and amortization
              
              
              29,325
              
              
              16,260Write-down
                  inventory/write off assets
              
              
              
              
              
              438,905Changes
                  in operating assets and liabilities
              
              
              2,613,271
              
              
              9,770,570NET
                  CASH PROVIDED BY OPERATING ACTIVITIES
              
              
              3,798,859
              
              
              10,525,579CASH
                  FLOWS FROM INVESTING ACTIVITIESPurchase
                  of property and equipment
              
              
              —
              
              
              (31,529
              )NET
                  CASH USED BY INVESTING ACTIVITIES
              
              
              —
              
              
              (31,529
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  from notes payable
              
              
              4,830,211
              
              
              8,353,281Repayments
                  of notes payable
              
              
              (6,447,218
              )
              
              (17,408,610
              )Proceeds
                  from issuing stock
              
              
              2,483
              
              
              8,507NET
                  CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              (1,614,524
              )
              
              (9,046,822
              )Increase
                  in Cash
              
              
              2,184,335
              
              
              1,447,228Cash
                  at Beginning of Period
              
              
              1,226,287
              
              
              831,028CASH
                  AT END OF PERIOD
              
              $
              3,410,622
              
              $
              2,278,256Supplemental
                  Disclosures:Cash
                  paid for interest
              
              $
              845,935
              
              $
              221,009Non-cash
                  Investing and Financing Transactions:Interest
                  on notes payable capitalized as land and home inventory
              
              
              627,851
              
              
              835,941
 
 See
        accompanying selected information.
   6
 WHITEMARK
        HOMES, INC. AND SUBSIDIARIES
 
 SELECTED
        INFORMATION FOR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 June
        30,
        2005
 
 
 NOTE
        1:
        BASIS OF PRESENTATION
 
 The
        accompanying condensed consolidated financial statements include the accounts
        of
        Whitemark Homes, Inc. (the “Company”, “WTMK” or “Whitemark”) and all
        subsidiaries in which a controlling interest is held. The Company's investments
        in entities in which a less than controlling interest is held are accounted
        for
        by the equity method. All significant intercompany transactions and balances
        have been eliminated.
 
 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, 2004 that were filed with the
        Securities and Exchange Commission on Form 10-KSB on April 15, 2005. This
        Form,
        10-QSB, and other filings by the Company are available through the Internet
        on
        the SEC's EDGAR database at www.sec.gov or from the Company upon
        request.
 
 The
        Company historically has experienced, and expects to continue to experience,
        variability in quarterly results. The condensed consolidated statements of
        operations for the six months ended June 30, 2005 are not necessarily indicative
        of the results to be expected for the year ending December 31,
        2005.
 
 Business
        Development
 
 Whitemark
        Homes was incorporated under the name Golden Triangle Royalty & Oil, Inc. on
        July 30, 1975 under the laws of the State of Colorado. The Company was organized
        primarily to acquire and hold royalties on oil and gas properties. During
        1996
        the Company's name was changed to Golden Triangle Industries, Inc. On June
        17,
        2000, the Golden Triangle shareholders approved the purchase of Whitemark
        Homes,
        Inc., a respected private company with a long term business plan, significant
        assets, revenues and net income. It was determined that, after the acquisition,
        the Company's business would be strictly that of Whitemark and that the oil,
        gas
        and other extractive businesses would be sold. Therefore, in June 2001 the
        name
        of the Company was changed to Whitemark Homes, Inc. to reflect the new business
        direction. Whitemark has been in the business of developing and constructing
        high quality residential communities for the past twenty years, with an emphasis
        on customer satisfaction. Whitemark's business includes the purchase and
        development of lots through the construction and sale of single family homes,
        including designing, building and marketing. The target market is primarily
        vacation home and middle income buyers.
 
 Current
        Business Summary
 
 The
        Company has two primary business activities: Land development and home building.
        Home building is by far the most significant activity.
 
 7
 The
        Company currently is involved in the construction and sale of single-family
        conventional homes. In 2005, 46 homes were completed and delivered in three
        (3)
        communities, with an average selling price of $254,697. The Company currently
        has two (2) projects. The Company has experienced significant difficulty
        in
        obtaining financing for project acquisitions and construction. The lenders,
        which did provide financing, usually required the personal guarantee of the
        Company’s former President Kenneth White. Mr. White resigned from the Company on
        July 27, 2005, William Rigsby was appointed the new President on July 27,
        2005.
        Mr. Rigsby will not provide any personal guarantees to the Company’s lenders. As
        a result of the Company’s difficulty in obtaining financing for new project
        acquisitions, the Company intends to complete its two (2) current projects
        and
        then either look to be acquired or attempt to sell the public
        shell.
  During
        the fourth quarter of 2004, the Company began selling land lots to buyers
        under
        an agreement in which the Company has agreed to build a home and other
        improvements for which title to the land and improvements passes to the buyer
        immediately and the buyer is the obligor under the construction loan. Revenue
        under this type of arrangement is recognized under the percent of completion
        method. As of June 30, 2005, 11 homes have been completed under this type
        of
        agreement. The Company has 52 homes under construction that are accounted
        for
        under the percent of completion basis of accounting at June 30,
        2005.
 
 Also,
        at
        times the Company will sell land to buyers or other developers, at which
        time
        revenue is recognized under the full accrual method for land sales as defined
        in
        Statement of Financial Accounting No 66.
 
 Revenue
        recognized for the quarter ending June 30, 2005 and 2004 consists of the
        following:
 
 2005
              
              2004Traditional
              
              $
              5,167,128
              
              $
              4,909,171Percentage
                  of completion
              
              
              5,839,769
              
              
              -Land
                  Sales
              
              
              -
              
              
              -$
              11,006,897
              
              $
              4,909,171
 
 Revenue
        recognized for Six months ending June 30, 2005 and 2004 consists of the
        following:
  2005
                
                2004Traditional
                
                $
                8,468,362
                
                $
                11,123,716Percentage
                    of completion
                
                
                9,564,929
                
                
                -Land
                    Sales
                
                
                -
                
                
                12,192,282$
                18,033,291
                
                $
                23,315,998
  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.
 
 8
 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 June 30, 2005, the condensed consolidated financial statements
        include the following entities: Whitemark Homes of Florida, Inc.; Home Funding,
        Inc.; Whitemark Homes, Inc.; Whitemark at Oak Park, Inc.; Fox Glen Limited
        Partnership, Whitemark at Corner Lake, LLC, Whitemark at Glenbrook, LLC,
        Meadow
        Point Development Inc., and Whitemark at Little Creek, LLC. All significant
        intercompany accounts and transactions have been eliminated.
 
 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. All significant inter-company
        balances and transactions have been eliminated. The Company's consolidated
        subsidiaries at June 30, 2005 include Whitemark Homes of Florida, Inc; Whitemark
        at Oak Park, Inc,; Home Funding, Inc.; Fox Glen Limited Partnership, Whitemark
        at Corner Lake, LLC; Whitemark at Glenbrook, LLC; Whitemark at Little Creek,
        LLC; Whitemark Homes, Inc. and Meadow Point Development, Inc.
 
 CASH
        AND
        CASH EQUIVALENTS: 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 values of the home and lot.
        Direct
        costs include construction period interest.
  LONG-TERM
        ASSETS: The Company applies Statement of Financial Accounting Standards (SFAS)
        No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets”. Under
        SFAS 144, long-lived assets and certain intangibles are reviewed for
        recoverability whenever events or changes in circumstances indicate that
        the
        carrying amount of an asset may not be recoverable. Recoverability of assets
        is
        measured by comparing the carrying amount of an asset to future undiscounted
        net
        cash flows expected to be generated by the asset. If these assets are considered
        to be impaired, the impairment to be recognized is measured by the amount
        by
        which the carrying amount of the assets exceeds the fair value of the
        assets.
 
 9
 EQUITY
        METHOD INVESTEES: The equity method of accounting is used when the Company
        has a
        20% to 50% interest in other entities. Under the equity method, original
        investments are recorded at cost and adjusted by the Company's share of
        undistributed earnings or losses of these entities.
 
 In
        April
        2000, the Company acquired a 40% equity interest in Golden Square Industries,
        Inc. ("GSI") as a direct result of the business combination between Golden
        Triangle Industries, Inc. and Whitemark Homes of Florida, Inc. The Company
        wrote
        this investment down to management’s revised estimate of its realizable value as
        of June 30, 2004. No writedowns were made subsequent to June 30,
        2004.
 
 REVENUE
        RECOGNITION: The Company recognizes revenue from all land development activities
        in accordance with Statement of Financial Accounting Standards No. 66. Direct
        costs are capitalized into land development costs. Interest and property
        taxes
        are capitalized as land development costs until projects reach substantial
        completion. Upon completion of the development phase, interest and property
        taxes are directly expensed. Revenue for home sales built and financed under
        a
        traditional sale arrangement where title for the land and construction passed
        to
        the buyer upon completion of the homes and the closing of the sale, is
        recognized only upon the closing and delivery of the homes to the buyer.
        The
        Company estimates that the average period between the execution of a purchase
        agreement for a home and final delivery under this type of arrangement is
        approximately one year. The Company also sells land lots to buyers under
        an
        agreement in which the Company has agreed to build a home and other improvements
        for which title to the land and improvements passes to the buyer immediately
        and
        the buyer is the obligor under the construction loan. Revenues under this
        type
        of arrangement are recognized under the percentage of completion method.
        Also at
        times the Company will sell land to buyers or other developers at which time
        revenue is recognized under the full accrual method for land sales as defined
        in
        Statement of Financial Accounting Standards No. 66.
 
 INCOME
        TAXES: The Company 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 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.
 
 The
        Company occasionally has cash deposited in financial institutions which is
        in
        excess of the limit imposed by the Federal Deposit Insurance Corporation
        (FDIC).
        The Company has not incurred losses on its cash deposits in the past, and
        management of the Company does not believe that losses will be incurred in
        the
        foreseeable future.
 
 FAIR
        VALUE OF FINANCIAL INSTRUMENTS: Unless otherwise specified, the Company believes
        the book value of its financial instruments approximates their fair
        value.
 
 10
 NOTE
        2:
        LAND AND HOME INVENTORY
 
 Land
        and
        home inventory consisted of the following at June 30, 2005:
  Project
                  development and construction cost
              
              $
              1,501,465Home
                  construction cost
              
              
              1,920,402Land
                  Cost
              
              
              3,463,420$
              6,885,287
 
 NOTE
        3:
        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.
 
 During
        2004, the Company wrote down the investment in GSI to management’s current
        estimate of its realizable value. Factors contributing to this write-down
        were
        the lack of availability of audited financial information for GSI and
        management’s unwillingness to pursue legal action.
 
 NOTE
        4:
        STOCK TRANSACTIONS
 
 There
        were no significant stock transactions for the quarter ending June 30, 2005.
        All
        transactions occurring in this quarter were purchased under the Company’s
        dividend reinvestment plan and stock purchase plan.
   11
 Item
        2:
        Management's Discussion and Analysis or Plan of Operation
 
 FORWARD-LOOKING
        STATEMENTS
 
 This
        Form
        10- QSB
        contains “forward-looking statements” relating to Whitemark Homes, Inc. (the
“Company”) which represent the Company’s current expectations or beliefs
        including, but not limited to, statements concerning the Company’s operations,
        performance, financial condition and growth. For this purpose, any statements
        contained in this Form 10-QSB that are not statements of historical fact
        are
        forward-looking statements. Without limiting the generality of the foregoing,
        words such as “may”, “anticipation”, “intend”, “could”, “estimate”, or
“continue” or the negative or other comparable terminology are intended to
        identify forward-looking statements. These statements by their nature involve
        substantial risks and uncertainties, such as credit losses, dependence on
        management and key personnel, variability of quarterly results, and the ability
        of the Company to continue its growth strategy and competition, certain of
        which
        are beyond the Company’s control. Should one or more of these risks or
        uncertainties materialize or should the underlying assumptions prove incorrect,
        actual outcomes and results could differ materially from those indicated
        in the
        forward-looking statements.
  Any
        forward-looking statement speaks only as of the date on which such statement
        is
        made, and Whitemark undertakes no obligation to update any forward-looking
        statement or statements to reflect events or circumstances after the date
        on
        which such statement is made or to reflect the occurrence of unanticipated
        events. New factors emerge from time to time and it is not possible for
        management to predict all of such factors, nor can it assess the impact of
        each
        such factor on the business or the extent to which any factor, or combination
        of
        factors, may cause actual results to differ materially from those contained
        in
        any forward-looking statements.
  General
        Overview
 
 The
        Company develops real estate and builds homes. The Company had 2 communities
        in
        various stages of acquisition and development at June 30, 2005. The Company
        has
        experienced significant difficulty in obtaining financing for projects
        acquisitions and construction. The lenders which did provide financing, usually
        required the personal guarantee of the Company’s former President, Kenneth
        White. Mr. White resigned from the Company on July 27, 2005. William Rigsby
        was
        appointed the new President on July 27, 2005, Mr. Rigsby will not provide
        any
        personal guarantee to the Company’s lenders. As a result of the Company’s
        difficulty in obtaining financing for new project acquisitions, the Company
        intends to complete its two (2) current projects and then either look to
        be
        acquired or attempt to sell the public shell.
 
 Liquidity
        and Capital Resources
 
 Cash
        flow
        from operations for the six months ended June 30, 2005 was a positive amount
        of
        approximately $3,800,000.  The primary positive factor is the change
        in
        inventory of approximately $2,835,000 at June 30, 2005
 
 On
        June
        30, 2005, the Company had outstanding borrowings (non-related party) of
        approximately $6,240,000. This is an decrease of approximately $1,600,000
        from
        the December 31, 2004 amount of approximately $7,800,000. Many of the notes
        payable are not subject to debt service until the note becomes due or have
        an
        interest reserve established with the lender.
 
 The
        Company currently finances its projects with project specific acquisition,
        development and construction loans. These loans are secured by each project
        and
        are drawn down and repaid based on the progress of the project. The Company
        has
        experienced significant difficultly in obtaining additional financing with
        the
        resignation of the Company former President, Kenneth White and the
        unavailability of personal guarantees. The Company does not believe that
        it will
        be able to secure financing to acquire new parcels of land for development.
        As a
        result, the Company intends to complete its two (2) current projects and
        then
        either look to be acquired or attempt to sell the public shell.
 
 12
 On
        June
        30, 2005, the Company had total assets of approximately $12,300,000. This
        is
        virtually unchanged from the amount at December 31, 2004.
 
 Results
        of Operations for the quarter ended June 30, 2005
 
 Revenues:
        Whitemark's revenues from home/land sales for the quarter ending June 30,
        2005
        increased to $11,006,897 from $4,909,171 when compared with the quarter ending
        June 30, 2004. Revenues from home sales for the six months ending June 30,
        2005
        decreased from $23,315,998 to $18,033,291 when compared with the same six
        month
        period for 2004. Revenues for the current quarter increased partly due to
        the
        effect of more revenue being recognized on a as percent of completion basis.
        Some of the increase in revenue for the quarter was a result of some contracts
        being canceled and resold at higher prices.
 
 Gross
        Profit: Gross profit for the quarter ending June 30, 2005 was $1,715,378
        or
        15.6%, as compared to $322,364 or 6.6% for the quarter ending June 30, 2004.
        Gross profit for the six months ending June 30, 2005 was $2,460,234 or 13.6%,
        as
        compared to $2,119,809 or 9.1% for the same period in 2004. The increase
        in
        gross profits was a result of some contracts being canceled and resold at
        higher
        price, product mix, price of raw materials, subcontractors 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 ending June
        30,
        2005, increased to $653,756 as compared to $495,601, for the three months
        ended
        June 30, 2004, or a increase of $158,155. Approximately $127,000 of this
        increase was for legal and accounting. Selling, general and administrative
        expenses for the six months ending June 30, 2005 decreased to $1,183,266
        as
        compared to $1,366,374 for the six months ending June 30, 2004, or a decrease
        of
        $183,108. Legal and accounting remain high in 2004 & 2005 for the SEC
        investigation and the costs related to the effective rescission of the NFC
        merger (see Part II, Item 1).
  Income
        from Operations: The income from operations for the quarter ending June 30,
        2005
        was $1,061,622, compared to a loss of $173,237 for the quarter ending June
        30,
        2004, This is an increase in income from operations of $1,234,859 for the
        quarter. Income from operations for the six months ended June 30, 2005 was
        $1,276,968 as compared to $753,435 for the same period in 2004. The increase
        in
        income from operations of $525,533 for the six months was a result of the
        factors discussed above.
 
 Other
        Expenses: Interest expense of $31,787 was incurred for the quarter ended
        June
        30, 2005 versus $45,030 in the quarter ended June 30, 2004, a decrease of
        $13,243, as a result of the reduction in non-construction and non-development
        notes payable. Other Expenses for the quarter, increased primarily due to
        the
        settlement with Heller Financial, Inc, of approximately $102,000 (see Part
        II,
        Item 1).
  Net
        Income: Net income for the quarter ending June 30, 2005 was $943,212 as compared
        to the net loss of $640,816 for the same period in 2004. The increase in
        net
        income of $1,584,028 for the quarter was as a result of the factors discussed
        above. Net income for the six months ending June 30, 2005 was $1,156,263
        as
        compared to the net income of $299,844 for the same six month period in 2004.
        The changes in net income of $856,419 for the six months was a result of
        the
        factors discussed above.
 
 
 13
  SUBSEQUENT
        EVENTS
 
 On
        July
        27, 2005, Kenneth White tendered his resignation as Chairman of the Board
        of
        Directors, President and Chief Executive Officer of the Company.
 
 On
        July
        27, 2005, the board of Directors of the Company appointed William D. Rigsby
        as
        President and Chief Executive Officer and as a member of the Board of
        Directors.
 
 Item
        3.
        Controls And Procedures
 
 (A)  Evaluation
        Of Disclosure Controls And Procedures
  As
        of the
        end of the period covered by this report, the Company carried out an evaluation,
        under the supervision and with the participation of the Compan y’s
        Principal Executive Officer and Acting Principal Financial Officer, of the
        effectiveness of the design and operation of the Company’s disclosure controls
        and procedures. The Company’s disclosure controls and procedures are designed to
        provide a reasonable level of assurance of achieving the Company’s disclosure
        control objectives. The Company’s Principal Executive Officer and Acting
        Principal Accounting Officer have concluded that the Company’s disclosure
        controls and procedures are, in fact, effective at this reasonable assurance
        level. In addition, we reviewed our internal controls, and there have been
        no
        significant changes in our internal controls or in other factors that could
        significantly affect those controls subsequent to the date of their last
        valuation or from the end of the reporting period to the date of this
        Form 10-QSB.
  (B)  Changes
        In Internal Controls
  In
        connection with the evaluation of the Company’s internal controls during the
        Company’s second fiscal quarter ended June 30, 2005, the Company’s Principal
        Executive Officer and Principal Financial Officer have determined that there
        are
        no changes to the Company’s internal controls over financial reporting that have
        materially affected, or are reasonably likely to materially effect, the
        Company’s internal controls over financial reporting.
   14
  PART
        II:
        OTHER INFORMATION
  
 Item
        1:
        Legal Proceedings
 
 Dispute
        of Money Owed
 
 On
        October 30, 2002, Heller Financial, Inc. (Heller), a Delaware corporation,
        named
        Whitemark at Fox Glen, LTD., a Florida limited partnership whose partners
        are
        Fox Glen Management Corporation and Whitemark Homes, Inc. as a defendant
        in a
        lawsuit alleging non-distribution of proceeds relating to a loan agreement.
        Whitemark did not dispute that there is money owed to Heller but 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, with $413,604.55 paid up front and
        the
        balance in monthly installments of $25,000 over 18 months.
 
 On
        October 3, 2003, Paulson Investment Company Inc. filed a lawsuit against
        Whitemark Homes, Inc. for non-payment of $91,478 plus interest at a rate
        of 6%
        per year. The nonpayment represents monies which Paulson alleges it is owed
        for
        its due diligence costs in connection with a letter of intent for a proposed
        public offering to be underwritten by Paulson. Whitemark contends that certain
        conditions precedent to Whitemark’s liability for these monies did not occur.
        This lawsuit was settled in November 2004 for a cash payment of $15,000.
 
 Acquisition
        or Disposition of Assets
 
 As
        part
        of a settlement agreement entered into by Whitemark, certain of its subsidiary
        entities, officers and directors, and William Michael Adkinson ("Michael
        Adkinson"), and parties and entities related to Mr. Adkinson, on April 18,
        2003
        (the "Global Settlement Agreement"), as more fully set forth below, Whitemark
        acquired ownership of the common stock issued to Michael Adkinson and related
        parties, subject to a lien by an unrelated party and disposed of certain
        assets
        as more fully described herein. The overall result of the Global Settlement
        Agreement was to rescind a business relationship between Whitemark and Michael
        Adkinson, together with related parties and entities, which was consummated
        in
        October 2001. Until consummation of the settlement, Michael Adkinson was
        an
        employee of and significant shareholder in Whitemark. The Global Settlement
        Agreement was negotiated in a contested, arms-length transaction, the terms
        of
        which were believed to be no more favorable than could be obtained from
        unrelated parties.
 
 As
        part
        of the Global Settlement Agreement, Whitemark received all ownership rights
        to
        5,000,000 shares of Whitemark restricted common stock, collectively owned
        by
        Michael Adkinson, Chad Adkinson, Wayne Adkinson, Jan Adkinson and Henry
        Devarona. Whitemark was also relieved of certain debt obligations related
        to the
        real property being transferred to Michael Adkinson, or his designees. Whitemark
        Homes also received the Orlando, Florida home of Michael Adkinson, subject
        to
        certain liens.
 
 In
        addition, Whitemark delivered to Michael Adkinson, or his designees, all
        real
        property acquired by Whitemark or its subsidiaries as a result of the business
        relationship between Whitemark Homes and Michael Adkinson commencing in October
        2001. Also in connection with the Global Settlement Agreement, certain operating
        accounts payable and short term and long term debt in excess of $45 million
        were
        transferred to Michael Adkinson or related entities and were eliminated from
        the
        consolidated balance sheet of Whitemark.
 
 
 15
 
 
 Global
        Settlement Agreement
 
 In
        addition to the dismissal with prejudice of the above lawsuits and the transfers
        of real property and shares of subsidiary entities described in Part I, Item
        3,
        Legal Proceedings, the Global Settlement Agreement also terminated, canceled
        and
        released all relevant parties from their respective obligations in any of
        the
        following agreements executed as part of the business relationship executed
        in
        or about August 2001: (1) the Exchange Agreement; (2) Closing Agreement;
        (3) the
        Guaranty Agreement; (4) Employment Agreement, (5) Security and Funding
        Agreement; (6) all profit participation agreements; (7) any joint venture
        agreements; and (8) any other document or agreement executed in connection
        with
        any of the foregoing including the of the Voting Agreement, which has
        expired.
 
 As
        part
        of the Global Settlement Agreement, Michael Adkinson, Wayne Adkinson and
        Chad
        Adkinson resigned from all positions with Whitemark and any entity retained
        by
        Whitemark. The parties also executed mutual General Releases, or otherwise
        agreed that all liability between the parties would be resolved by the Global
        Settlement Agreement.
 
 Governmental
        Action
 
 During
        2003, the Securities and Exchange Commission (“SEC”) opened an investigation of
        the Company related to the method in which the acquisition of the NFC Group
        was
        recorded. This investigation is continuing and Whitemark is cooperating fully.
        It is management’s opinion that no laws or regulations have been violated and
        that this matter will be resolved.
 
 Matthews
        Action
 
 On
        March
        11, 2003, Muirfield Development Corporation, North Florida Consulting, Inc.,
        Troon Development Corporation and Whitemark Homes filed a complaint in the
        Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida
        against Dana C. Matthews and Matthews & Hawkins, P.A. for breach of
        fiduciary duty, slander of title and tortious interference with an advantageous
        business relationship (the “Matthews Action”). The underlying facts of the
        Matthews Action were that the defendants, who acted as legal counsel for
        these
        plaintiffs, allegedly breached their fiduciary duty by, including but not
        limited to, acting for the benefit of parties adverse to these plaintiffs
        by
        preparing allegedly improper and unauthorized mortgages upon certain properties
        owned by these plaintiffs. On or about April 21, 2003, pursuant to the Global
        Settlement Agreement, a Stipulation for Voluntary Dismissal was served
        requesting that the Court dismiss the Matthews Action with prejudice with
        all
        parties to bear their own fees and costs. The Court has not taken any action
        on
        the Stipulation.
 
 Other
        Legal Matters
 
 During
        the first quarter of 2004, the Company became a party to two other legal
        actions
        which relate to or arise from events relating to the Global Settlement
        Agreement. Adkinson has asserted that the Company is in default of the Agreement
        by not causing certain loan obligations relating to the Long Point Cove property
        to be satisfied at a discount. That property is no longer owned by the Company
        pursuant to the Global Settlement Agreement, and the Company maintains that
        it
        has fulfilled its obligations related thereto under the Agreement, and has
        filed
        a counterclaim against Adkinson based on this issue. The Company believes
        this
        action to be without merit and intends to vigorously defend itself. In addition,
        the Company is pursuing an action against the Adkinson parties for failure
        to
        comply with certain matters in the Global Settlement Agreement. The Long
        Point
        Cove obligation has now been satisfied, but the Company believes that Adkinson
        has some outstanding obligations to the Company based on monies the Company
        was
        forced to pay toward the Long Point Cove obligation .
 
 16
 The
        Company has also been named as a defendant in an action by Matthew Paul Malouf
        based on certain indemnification provisions related to his guaranty of a
        loan on
        the Muirfield Property and based on an asserted participation interest in
        that
        property or other properties which have since been relinquished by the Company
        under the Global Settlement Agreement. The obligations which were alleged
        to
        require indemnity have been satisfied and this portion of the action is subject
        to dismissal. The Company believes that all of the other of Malouf's claims
        are
        matters which were assumed by Adkinson as part of the Global Settlement
        Agreement, and will vigorously defend any such claims. The Company has filed
        a
        counterclaim against Adkinson and related entities to recover any damages
        it may
        suffer.
 
 During
        the fourth quarter of 2004, Whitemark Homes of Florida, Inc. was named as
        a
        defendant in an action by Home Ownership & Mortgage Experts, Inc. seeking
        recovery of $225,000 in fees due under an agreement related to the Little
        Creek
        property. Management believed that no sums were due under the Agreement because
        the services had not been performed and among other things. However, in order
        to
        avoid the expense and uncertainty of litigation, the Company entered into
        a
        settlement agreement in the amount of $75,000 which will be paid during 2005.
 
 The
        Company was served on April 13, 2005 with a complaint seeking payment of
        real
        estate commissions for three sales in the Glenbrook project.  The
        Company has raised defenses or offsets to these
        commissions; notwithstanding that, the full amount of the commissions
        which
        could be claimed has been escrowed with the closing agent.  Therefore,
        the
        Company believes that the Complaint will not cause any loss or detrimentally
        affect the Company.  On the other hand, if the Company prevails in
        the
        litigation, additional cash will become available.
 
 Item
        2:
        Unregistered Sales of Equity Securities and Use of Proceeds
 
 Issuance
        of Unregistered Shares
 
 During
        the quarter ended June 30, 2005, the Company did not issue any additional
        securities other than those described in Note 4 of the financial statements,
        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:
        Defaults Upon Senior Securities
 
 None.
 
 Item
        4:
        Submission of Matters to a Vote of the Security Holders
 
 None.
 
 Item
        5:
        Other Information
 
 Not
        applicable.
   17
 
 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 (filed as a part of Form 8-K on April 29,
                  2003 (incorporated
                  by reference))21.1
              Subsidiaries
                  of registrant (filed with 2002 Form 10-KSB, incorporated by
                  reference)31.1
              Certification
                  by Chief Executive Officer pursuant to 15 U.S.C. Section 7241,
as
                  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                  200231.2
              Certification
                  by Acting Principal Financial Officer pursuant to 15 U.S.C. Section
                  7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley
                  Act of
                  200232.1
              Certification
                  by Chief Executive Officer and Acting Principal Financial Officer
                  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002
 b.
        Reports on Form 8-K
 
 On
        July
        27, 2005, Kenneth White tendered his resignation as Chairman of the Board
        of
        Directors, President and Chief Executive Officer of the Company.
 
 On
        July
        27, 2005, the board of Directors of the Company appointed William D. Rigsby
        as
        President and Chief Executive Officer and as a member of the Board of Directors.
 
 
 
 18
 
 
 SIGNATURES
 
 Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of
        1934, Whitemark
        Homes, Inc. has duly caused this report to be signed on its behalf by the
        undersigned, thereunto duly authorized August 10, 2005.
  WHITEMARK
                HOMES, INC.August
                10, 2005
              
              /s/ *William
                D. Rigsby*William D. RigsbyChief
                Executive Officer
 August
                    10, 2005
                  
                  /s/ *Russ
                    Christensen*Russ ChristensenActing
                      Principal Financial
                      Officer
 
 19