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, 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 17,642,512 shares, Common Stock, $.001 Par Value as of June 30,
2003.

                                       1
<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    .     .     .     .     .      .    16


Part II:  Other information

     Item 1:   Legal Proceedings    .     .     .     .     .     .      .    17

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

     Item 4:   Submission of Matters to a Vote of the Security
               Holders  .     .     .     .     .     .     .     .      .    21

     Item 5:   Other Information.   .     .     .     .     .     .      .    21

     Item 6:   Exhibits, Financial Statement Schedules, and
               Reports on Form 8-K  .     .     .     .     .     .      .    21
               Signatures.    .     .     .     .     .     .     .      .    22

                                       2
<PAGE>

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements


                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

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





                                     ASSETS

Land and home inventory                                           $20,003,709
Cash                                                                  190,329
Accounts receivable                                                    99,243
Prepaid expense                                                       108,431
Other assets                                                        1,043,938
                                                                  -----------

TOTAL ASSETS                                                      $21,445,650
                                                                  ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
   Notes payable                                                  $18,701,953
   Accounts payable                                                 1,355,712
   Accrued expenses                                                 2,473,502
                                                                  -----------
        Total Liabilities                                          22,531,167
                                                                  -----------

Stockholders' Equity (Deficit)
  Common stock ($.001 par value, 100,000,000
   shares authorized, 17,642,512 shares
   outstanding                                                         17,643
  Additional paid in capital                                       23,729,439
  Retained (deficit)                                              (24,832,599)
                                                                  -----------
     Total Stockholders' Deficit                                   (1,085,517)
                                                                  -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $21,445,650
                                                                  ===========




See accompanying selected information.

                                       3
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

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




                                                     2003           2002
                                                  -----------    -----------
REVENUES:
   Sales                                          $ 5,845,384    $ 3,686,821

   Cost of sales                                    4,553,297      3,105,321
                                                  -----------    -----------
GROSS PROFIT                                        1,292,087        581,500


Selling, general, and administrative expenses       1,286,729        852,143
                                                  -----------    -----------
INCOME(LOSS) FROM OPERATIONS                            5,358       (270,643)

Other (Expenses):
   Interest expense                                   (87,190)       (82,492)
   Other expense                                     (472,212)       (29,132)
                                                  -----------    -----------
Income(Loss) Before Income Taxes                     (554,044)      (382,267)

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

NET INCOME(LOSS)                                  $  (554,044)  $   (382,267)
                                                  ===========    ===========

Income(Loss) per Common Share                     $     (0.03)  $      (0.03)
                                                  ===========    ===========

Weighted average shares outstanding                17,118,720     15,049,191
                                                  ===========    ===========




See accompanying selected information.

                                       4
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                        For the Six Months Ended June 30,
                                   (Unaudited)




                                                     2003           2002
                                                  -----------    -----------
REVENUES:
   Sales                                          $10,041,980    $ 6,797,310

   Cost of sales                                    7,423,292      5,409,951
                                                  -----------    -----------
GROSS PROFIT                                        2,618,688      1,387,359


Selling, general, and administrative expenses       2,273,323      1,629,273
                                                  -----------    -----------
INCOME(LOSS) FROM OPERATIONS                          345,365       (241,914)

Other (Expenses):
   Interest expense                                  (295,928)      (163,204)
   Other expense                                     (585,586)       (36,008)
                                                  -----------    -----------
Income(Loss) Before Income Taxes                     (536,149)      (441,126)

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

NET INCOME(LOSS)                                  $  (536,149)  $   (441,126)
                                                  ===========    ===========

Income(Loss) per Common Share                     $     (0.03)  $      (0.03)
                                                  ===========    ===========

Weighted average shares outstanding                17,064,144     14,316,892
                                                  ===========    ===========




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 Six Months Ended June 30,
                                   (Unaudited)



                                                      2003          2002
                                                  -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income(loss)                                $  (536,149)    $  (441,126)
  Adjustments to reconcile net income(loss) to
  net cash provided(used) by operating activities:
    Depreciation and amortization                      39,544         53,484
    Services acquired with stock                      306,432          4,688
    Write-down inventory/write off assets             426,100             -
 Changes in operating assets and liabilities          858,386    (12,514,126)
                                                  -----------    -----------
NET CASH PROVIDED(USED) BY OPERATING ACTIVITIES     1,094,313    (12,897,080)
                                                  -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                   (9,686)      (126,574)
  Other investing activities                         (548,003)      (343,364)
                                                  -----------    -----------
NET CASH (USED) BY INVESTING ACTIVITIES              (557,689)      (469,938)
                                                  -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from notes payable                        906,858     15,452,119
   Repayments of notes payable                     (1,467,349)      (767,095)
   Proceeds from issuing stock                          8,998         40,250
   Termination of participation agreements                 -      (1,400,000)
                                                  -----------    -----------
NET CASH PROVIDED(USED) BY FINANCING ACTIVITIES      (551,493)    13,325,274
                                                  -----------    -----------
   Increase/(Decrease) in Cash                        (14,869)       (41,744)

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

   CASH AT END OF PERIOD                          $   190,329    $   564,081
                                                  ===========    ===========

Supplemental Disclosures
  Cash paid for interest                          $   111,975    $   742,654

  Non-cash Investing and Financing Transactions:
   Interest on notes payable capitalized as
    land and home inventory                         1,193,844      2,054,038
   Increase/(reduction) in note payable for
      Participating interest                         (384,075)     1,700,000
   Stock issued for land and home inventory                -       2,249,000
   Restricted stock issued for services               306,432        153,125



See accompanying selected information.

                                       6
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

      SELECTED INFORMATION FOR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                  June 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 six months ended June 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.

The Company is involved in the purchase and development of lots and the
construction and sale of single-family conventional homes, primarily targeting
first time buyers in the Orlando, Florida area. The Company offers homes in a
price range from $75,000 to over $500,000, 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 second quarter 2003, 31 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 six months. Also, at times the Company will sell
land (lots) to homebuyers or other developers, 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. The
Company's backlog at June 30, 2003 and 2002 was approximately $8,190,000 and
$6,300,000, 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 and closing 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. Because of
the availability of the Company's financial services subsidiary and independent
mortgage lenders, the Company believes that access to financing has not been a
problem for most purchasers of the Company's homes. The Company minimizes the
market risk and impact of changing mortgage interest rates by selling loans
within a short period of time after origination or through other means of
contractual protection. Although these mortgage loan portfolios are subject to
interest rate risks, the Company does not believe that its mortgage business is
subject to risk of losses resulting from changes in the home mortgage market
that could materially impact the Company.

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

                                       8
<PAGE>

Company. As of June 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, 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 Standard
(SFAS) 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 before the end of fiscal year 2003.

                                       9
<PAGE>

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 jobs cannot be accurately estimated. Homes are sold 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
before the end of fiscal year 2003.

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 have been 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 June 30, 2003, the Company has issued 12,286 common
shares under its Dividend Reinvestment and Stock Purchase Plan.

                                       10
<PAGE>

During the second quarter of fiscal year 2003, Whitemark issued RDC Research
Development Corporation 48,750 shares of S-8 common stock as compensation for
engineering services associated with several different housing projects.

During the second quarter of fiscal year 2003, Whitemark issued PC Home
Investors, Inc. 500,000 shares of restricted common stock pursuant to the terms
of a loan agreement which incorporated a $500,000 promissory note.

During the second quarter of fiscal year 2003, Whitemark escrowed 650,000 shares
of common stock as collateral for of a note payable issued to Commerce South
Bank. As this stock is still in escrow it is not considered outstanding for
earnings per share calculations.

There were no other significant stock transactions for the quarter ending June
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 retained by NFC:

      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 income statements for the six months ended June 30, 2003 and 2002
excluding NFC's revenue and expenses:

                                          2003              2002
                                          ----              ----

      Sales                           $8,419,603            $4,492,330
      Cost of sales                    6,467,979             3,846,640
                                      ----------            ----------
      Gross profit                     1,951,624               645,690

      Selling, general and
        administrative expenses        1,979,301             1,221,824
                                      ----------            ----------
      (Loss) from operations             (27,677)             (576,134)

                             CONTINUED ON NEXT PAGE

                                       11
<PAGE>
                                          2003              2002
                                          ----              ----


      Other income(expense)
         Interest                        (78,568)              (17,646)
         Forgiveness of NFC debt      (4,480,747)                   -
         Income tax refund                    -                  8,905
                                      ----------            ----------

      Net (loss)                     $(4,586,992)           $ (584,875)
                                     ===========            ==========

      Earnings per share             $      (.27)           $     (.04)
                                     ===========            ==========

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 with housing products from
$180,000 to $350,000. In addition, the Company is also servicing its upscale
homebuyers with homes which can sell in excess of $500,000. On a national level,
housing construction continues to remain in a growth trend, which is a good sign
in light of other indications of slowing growth and the uncertainty in the
economy. Indicators for construction have shown continued growth even as
consumer spending and the industrial sector have slowed. 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. Recent 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. In fact, according to the Orlando Business Journal, Florida
continues to outpace the nation in new job creations. Governor Jeb Bush
announced that for twelve straight months beginning February, 2002, the state of
Florida has created positive job growth, making Florida standout in the nation.
According to statistics released by the Agency for Workforce Innovation,
Florida's seasonally adjusted employment rate grew by more than 89,000 in one
month alone compared to the same time period in the previous year. In addition,
Florida's unemployment rate is amongst the lowest in the nation.

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


                                       12
<PAGE>

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.

In addition to residential development and home building, the Company has a
subsidiary that assists home buyers in obtaining mortgages and accessing
mortgage assistance programs aimed at the Company's target markets. This
subsidiary, originally established to augment the Company's sales efforts, now
provides these services to the public. The Company has developed a business and
marketing plan that focuses on expanding the mortgage business and the services
it offers to attempt to capture a greater market share. Currently, the Company
has a distinct niche in the affordable housing arena, whereby the Company takes
full advantage of government down payment assistance programs. We believe that
the Company has developed relationships and programs resulting in various
financing opportunities for home buyers that are not readily available from the
majority of mortgage brokers throughout the industry.

The Company is continually exploring opportunities to purchase parcels of land
for its development and home building operations and is, at any given time, in
various stages of proposing, making offers for, and negotiating the acquisition
of various parcels, whether outright or through options.

The Company had over 6 communities in various stages of acquisition and
development at June 30, 2003. In addition, the Company has scheduled to acquire
other projects consisting of permitted land and land in the permitting phase
which are all contingent upon financing. All current and projected projects have
a total estimated revenue potential in excess of $75 million. However, this
potential revenue includes land which Whitemark is under option to purchase or
is in current negotiations to purchase. Should Whitemark, for whatever reason,
not exercise its option to purchase the land, not successfully negotiate the
purchase of the property, financing becomes unavailable or sales do not meet
expectations, the current estimated revenue potential could decrease
dramatically.

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
operations for the six months ended June 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. In addition, the costs of
litigation in relation to the Rescission were not anticipated and continued into
the second quarter of 2003. All of the $8,190,000 of current presale backlog, is
projected to be generated in fiscal years 2003 and 2004.

Currently, the Company is still in the process of attempting to obtain financing
on several projects. If financing for these projects is not obtained within the
required time frame, it may be necessary to liquidate assets in order to protect
other Company assets which are income producing. Based on these factors, it is
likely that the Company will liquidate certain assets if financing arrangements
cannot be completed.

                                       13
<PAGE>

On June 30, 2003, the Company had outstanding borrowings of approximately
$18,700,000. 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. Additional borrowings for land acquisition and
development exceeded payments made on outstanding loans by approximately
$2,200,000 for the six months ended June 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, we 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 June 30, 2003, the Company had total assets of approximately $21,400,000.
This is a decrease of $40,600,000 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 June 30, 2003

Revenues: Whitemark's revenues from home sales for the quarter ending June 30,
2003 increased from $3,686,821 to $5,845,384 when compared with the quarter
ending June 30, 2002. This is an increase of $2,158,563 or 59%. Revenues from
home sales for the six months ending June 30, 2003 increased from $6,797,310 to
$10,041,980 when compared with the same six month period for 2002. This is an
increase of $3,244,670 or 48%. The number of homes delivered, excluding lot
sales by NFC, for the quarter ending June 30, 2003 was 31 units with an average
selling price per home of $177,100. This brings the total number of homes
delivered this year as of June 30 to 57, with an average selling price of
$157,745. Management believes that the small number of homes sold is partially
created by a restriction in Whitemark's available lot inventory as certain
development projects were reaching maturity and new lot inventory was only
beginning development. Whitemark's management believes that it is better
positioned to benefit from the acquisition and development of raw land.
Management also believes that changes in the average selling price of homes
delivered from period to period are attributable to discrete factors at each of
its subdivisions, including 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 June 30, 2003 was $1,292,087
or 22%, as compared to $581,500 or 16% for the quarter ending June 30, 2002.
Gross profit for the six months ending June 30, 2003 was $2,618,688 or 26%, as
compared to $1,387,359 for the same period in 2002. The costs of homes sold
during the second quarter of 2003 increased $1,447,976 to $4,553,297 when
compared with the same period in 2002. The costs of homes sold during the six
months ending June 30, 2003 increased $2,013,342 to $7,423,293 when compared
with the same six 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 mix, Whitemark operates with

                                       14
<PAGE>

several internal control processes, which help to ensure that projected gross
profit margins are maintained and quality control standards are met.

Expenses: Selling, general and administrative expenses increased to $1,286,729
and $2,273,323, respectively for the quarter and six months ending June 30,
2003. This is an increase of $434,586 or 51% from $852,143 for the quarter
ending June 30, 2002 and an increase of $644,050 or 40% for the six months
ending June 30, 2002. The increase in operating expenses for the current period
was principally a result of the legal and accounting services associated with
the Rescission.

Income From Operations: The income from operations for the quarter and six
months ending June 30, 2003 was $5,358 and $345,365, respectively, compared to
losses of $(270,643) and $(241,914) for the quarter and six months ending June
30, 2002. The increases in income from operations of $276,001 for the quarter
and $578,279 for the six months were a result of the factors discussed above.

Other Expenses: Interest expense of $87,190 was incurred for the quarter ended
June 30, 2003 versus $82,492 in the quarter ended June 30, 2002, an increase of
$4,698. Interest expense for the six months ended June 30, 2003 was $295,928 as
compared to $163,204 for the same period in 2002. This increase is primarily
attributable to our 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 quarter ended June 30, 2003 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 June 30, 2003 was $(554,044) as
compared to the net loss of $(382,267) for the same period in 2002. Net loss for
the six months ending June 30, 2003 was $(536,149) as compared to the net loss
of $(441,126) for the same six month period 2002. The increases in net loss of
$(171,777) and $(95,023) for the quarter and six months, respectively, were as a
result of the factors discussed above.

Management's continued `retooling' of the Company, which began during the third
quarter of 2001, included conducting market analysis, focus groups, review of
other research projects and was aimed at producing strategic goals for the near
and long term. During this process the Company increased the pace of its raw
land acquisition and concentrated on the permitting, land planning and
engineering aspects of preparing its raw land for development. Consequently, the
Company's revenues have been increasing.

With the heightened 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 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").

                                       15
<PAGE>

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 (who performs all of the functions typically
associated with a Chief Executive Officer) and Chief Financial Officer (CFO).
Rules adopted by the SEC require that in this section of the Quarterly Report we
present the conclusions of the President and the CFO 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
President and CFO, as appropriate to allow timely decisions regarding required
disclosure.

Based upon the Controls Evaluation, our President and CFO have concluded that
our Disclosure Controls are effective to ensure that material information
relating to the Company is made known to management, including the President and
CFO, particularly during the period when our periodic reports are being
prepared.

                                      16
<PAGE>
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 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 June 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.

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
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

                                       17
<PAGE>

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
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, 2002, 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

                                       18
<PAGE>

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
for declaratory relief and to quiet title against Michael 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


                                       19
<PAGE>

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
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 June 30, 2003, the Company did not issue any additional
securities other then those noted in Note 3, 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

                                       20
<PAGE>

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

Karen Lee tendered her resignation as a director of Whitemark Effective July 9,
2003. Mrs. Lee will continue working for the Company in the capacity of stock
transfer agent.

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

               21.1 Subsidiaries of registrant (filed with 2002 Form 10-KSB,
                    incorporated by reference)

               31.1 Certification of CEO regarding section 302

               31.2 Certification of CFO regarding section 302

               32.1 Certification regarding section 906

          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.

          c.   SIGNATURES

                                       21
<PAGE>

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.


August 19, 2003              By:  /s/ KENNETH WHITE
                             Kenneth White
                             Chief Executive Officer


August 19, 2003              By:  /s/ MITCHELL R. GORDON
                             Mitchell R. Gordon
                             Chief Financial Officer

                                       22
<PAGE>