UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549




FORM
      10-QSB




x
      QUARTERLY REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





For
      the
      Quarterly Period Ended September 30, 2007





OR





o
      TRANSITION REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





For
      the
      transition period from _____ to ____.




Commission
      File No. 0-8301





WHITEMARK
      HOMES, INC.


(Exact
        Name of Small Business Issuer as Specified in its Charter)





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




677
      North
      Washington Blvd., Sarasota FL 34236


(Address
      of Principal Executive Offices)





(941)
      952-5885


Issuer’s
      Telephone Number




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the last 12 months (or
      for
      such shorter period that the registrant was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days oYes
x No





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). 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 21,331,926 shares, Common Stock,
      $.001 Par Value as of October 1, 2007.





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




1





WHITEMARK
      HOMES, INC.





FORM
      10-QSB





INDEX




PagePart
                I:
            Financial
                InformationItem 1:
            Financial
                Statements (Unaudited).
            3Item 2:
            Management's
                Discussion and Analysis or Plan of Operation
            10Item 3:
            Controls
                and Procedures
            13Part
                II:
            Other
                informationItem 1:
            Legal
                Proceedings
            14Item 2:
            Unregistered
                Sales of Equity Securities and Use
                of Proceeds
            14Item 3:
            Defaults
                Upon Senior Securities
            14Item 4:
            Submission
                of Matters to a Vote of Security Holders
            14Item 5:
            Other
                Information.
            14Item 6:
            Exhibits
            14Signatures
            16




2




PART
      I.  FINANCIAL
      INFORMATION





Item
      1.  Financial
      Statements




WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





CONDENSED
      CONSOLIDATED BALANCE SHEET


September
      30, 2007


(Unaudited)




ASSETSLand
                and home inventory
            
            $
            -Cash
                and cash equivalents
            
            
            696Accounts
                receivable
            
            
            -Prepaid
                expenses
            
            
            615,370Other
                assets
            
            
            -TOTAL
                ASSETS
            
            $
            616,066LIABILITIES
                AND STOCKHOLDERS' EQUITYLiabilities:Notes
                payable
            
            $
            -Accounts
                payable
            
            
            -Accrued
                expenses
            
            
            -Total
                Liabilities
            
            
            -Stockholders'
                Equity:Common
                stock, $.001 par value, 100,000,000 shares authorized, 21,331,079
                Shares
                issued and outstanding
            
            
            21,332Additional
                paid in capital
            
            
            24,110,096Accumulated
                deficit
            
            
            (23,515,362
            )Total
                Stockholders' Equity
            
            
            616,066TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            616,066





See
      accompanying notes to the condensed consolidated financial
      statements.




3




WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS


For
      the
      Three Months Ended September 30, 2007 and 2006


(Unaudited)




2007
            
            
            2006REVENUES:Sales
            
            $
            -
            
            $
            3,910,289Cost
                of sales
            
            
            -
            
            
            3,571,853GROSS
                PROFIT
            
            
            -
            
            
            338,436Selling,
                general, and administrative expenses
            
            
            150,058
            
            
            318,711INCOME(LOSS)
                FROM OPERATIONS
            
            
            (150,058
            )
            
            19,725Other
                Income(Expenses):Interest
                expense
            
            
            (
                9,067
            )
            
            (4,852
            )Other
                income(expense), net
            
            
            24,028
            
            
            9,759INCOME(LOSS)
                BEFORE PROVISION FOR INCOME TAXES
            
            
            (135,098
            )
            
            24,632Provision
                for income taxes
            
            
            -
            
            
            -NET
                INCOME(LOSS)
            
            $
            (
                135,098
            )
            $
            24,632Earnings(loss)
                per common share - basic and diluted
            
            $
            (0.01
            )
            $
            0.00Weighted
                average shares outstanding - basic and diluted
            
            
            21,331,172
            
            
            21,665,817





See
      accompanying notes to the condensed consolidated financial
      statements.




4




WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS


For
      the
      Nine Months Ended September 30, 2007 and 2006


(Unaudited)





2007
            
            
            2006REVENUES:Sales
            
            $
            630,000
            
            $
            15,461,980Cost
                of sales
            
            
            558,436
            
            
            13,176,798GROSS
                PROFIT
            
            
            71,564
            
            
            2,285,182Selling,
                general, and administrative expenses
            
            
            564,278
            
            
            1,099,426INCOME(LOSS)
                FROM OPERATIONS
            
            
            (492,714
            )
            
            1,185,756Other
                Income(Expenses):Interest
                expense
            
            
            (
                39,400
            )
            
            (32,811
            )Other
                income(expense),net
            
            
            129,867
            
            
            78,425INCOME(LOSS)
                BEFORE PROVISION FOR INCOME TAXES
            
            
            (402,247
            )
            
            1,231,370Provision
                for income taxes
            
            
            -
            
            
            113,000NET
                INCOME(LOSS)
            
            $
            (402,247
            )
            $
            1,118,370Earnings(loss)
                per common share - basic and diluted
            
            $
            (0.02
            )
            $
            0.05Weighted
                average shares outstanding - basic and diluted
            
            
            21,362,134
            
            
            21,662,221





See
      accompanying notes to the condensed consolidated financial
      statements.




5


WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS


For
      the
      Nine Months Ended September 30, 2007 and 2006


(Unaudited)




2007
            
            
            2006CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                income(loss)
            
            $
            (402,247
            )
            $
            1,118,370Adjustments
                to reconcile net income(loss) to net
                cash provided (used in)operating activities:Depreciation
                and amortization
            
            
            9,945
            
            
            24,737Changes
                in operating assets and liabilities
            
            
            (58,566
            )
            
            993,312NET
                CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
            
            
            (450,868
            )
            
            2,136,419CASH
                FLOWS FROM FINANCING ACTIVITIESPayment
                of cash dividends
            
            
            (1,492,361
            )
            
            -Proceeds
                from notes payable
            
            
            -
            
            
            4,328,677Repayments
                of notes payable
            
            
            (
                600,062
            )
            
            (6,730,860
            )Proceeds
                from issuing common stock
            
            
            1,512
            
            
            2,023NET
                CASH USED IN FINANCING ACTIVITIES
            
            
            (2,090,911
            )
            
            (2,400,160
            )Decrease
                in cash and cash equivalents
            
            
            (2,541,779
            )
            
            (
                263,741
            )CASH
                AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
            
            
            2,542,475
            
            
            2,509,237CASH
                AND CASH EQUIVALENTS AT END OF PERIOD
            
            $
            696
            
            $
            2,245,496Supplemental
              Disclosures of cash flow informationCash
              paid for interest(net
                of amounts capitalized)
            
            $
            94,428
            
            $
            2,010,635Cash
                paid for income taxes
            
            $
            -
            
            $
            136,772Supplemental
                schedule of Non-cash Investing and Financing Transactions:Interest
                  on notes payable capitalized as land and home
                  inventory
            
            $
            -
            
            $
            277,443




See
      accompanying notes to the condensed consolidated financial
      statements.




6




WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





NOTES
      TO
      THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)


September
      30, 2007








NOTE
      1:  BASIS OF
      PRESENTATION





The
      accompanying condensed consolidated financial statements include the accounts
      of
      Whitemark Homes, Inc. (the “Company”, “WTMK” or “Whitemark”) and all
      subsidiaries in which a controlling interest is held. All significant
      intercompany transactions and balances have been eliminated in
      consolidation.





These
      financial statements have been prepared by the Company without audit. In the
      opinion of management, all adjustments (consisting of normal recurring
      adjustments) necessary for fair presentation of the accompanying condensed
      consolidated financial statements have been made.





Certain
      information and note disclosures normally included in the Company's annual
      financial statements prepared in accordance with accounting principles generally
      accepted in the United States of America have been condensed or omitted. These
      condensed consolidated financial statements should be read in conjunction with
      a
      reading of the financial statements and accompanying notes included in the
      Company's financial statements for the year ended December 31, 2006 that were
      filed with the Securities and Exchange Commission on Form 10-KSB on March 20,
      2007. This Form 10-QSB, and other filings by the Company are available through
      the Internet on the SEC's EDGAR database at www.sec.gov or from the Company
      upon
      request.





The
      condensed consolidated statements of operations for the three and nine months
      ended September 30, 2007 are not necessarily indicative of the results to be
      expected for the year ending December 31, 2007.





Current
      Business Summary





During
      the fourth quarter of 2006, the Company completed construction of all homes
      as
      of year end and had 4 homes for sale. During the nine months ended September
      30,
      2007, 2 homes have been sold and the remaining 2 homes were used as payment
      to
      Lifeway Warranty Services, LLC (see Note 4).





Revenue
      recognized for the three months ended September 30, 2007 and 2006 consists
      of
      the following:




2007
            
            
            2006Traditional
            
            $
            -
            
            $
            2,890,400Percentage
                of completion
            
            
            -
            
            
            3,632,528Land
                sales
            
            
            -
            
            
            440,000$
            -
            
            $
            6,962,928





Revenue
      recognized for the nine months ended September 30, 2007 and 2006 consists of
      the
      following:





2007
            
            
            2006Traditional
            
            $
            630,000
            
            $
            6,077,732Percentage
                of completion
            
            
            -
            
            
            8,214,248Land
                sales
            
            
            -
            
            
            1,170,000$
            630,000
            
            $
            15,461,980




7




Sales
      of
      the Company's homes were made pursuant to a standard contract. The standard
      contract includes a financing contingency which permits the customer to cancel
      in the event mortgage financing at prevailing interest rates (including
      financing arrangements by the Company) is unobtainable within a specified
      period. The Company reports an undelivered home sale as part of its backlog
      upon
      execution of the presales and sales contract, as well as receipt of the down
      payment.





Summary
      of Significant Accounting Policies





The
      Company's financial statements consist of activities carried on directly and
      through other entities that are majority owned by the Company. This arrangement
      is utilized to segregate activities and limit the umbrella liability of the
      Company. All significant intercompany accounts and transactions have been
      eliminated in consolidation.





Management’s
      discussion and analysis of Whitemark’s financial condition and results of
      operations is based upon the financial statements, which have been prepared
      in
      accordance with accounting principles generally accepted in the United States
      of
      America. The preparation of these financial statements requires the use of
      estimates and judgments that affect the reported amounts of assets, liabilities,
      revenues and expenses, and related disclosure of contingent assets and
      liabilities. These estimates are evaluated on an ongoing basis. In addition,
      estimates are based on historical experience and on various other assumptions
      that management believes are reasonable under the circumstances, the results
      of
      which form the basis for making judgments about the carrying values of assets
      and liabilities that are not readily apparent from other sources. Actual results
      may differ from these estimates under different assumptions or
      conditions.





REVENUE
      RECOGNITION: The Company recognizes revenue from all land development activities
      in accordance with FASB Statement of Financial Accounting Standards No. 66,
      Accounting for Sales of Real Estate. Direct costs are capitalized into land
      development costs. Interest and property taxes are capitalized as land
      development costs until projects reach substantial completion. Upon completion
      of the development phase, interest and property taxes are directly expensed.
      Revenue for home sales built and financed under a traditional sale arrangement
      where title for the land and construction passed to the buyer upon completion
      of
      the homes and the closing of the sale, is recognized only upon the closing
      and
      delivery of the homes to the buyer. The Company estimates that the average
      period between the execution of a purchase agreement for a home and final
      delivery under this type of arrangement is approximately one year. The Company
      also previously sold land lots to buyers under an agreement in which the Company
      had agreed to build a home and other improvements for which title to the land
      and improvements passed to the buyer immediately and the buyer was the obligor
      under the construction loan. Revenues under this type of arrangement were
      recognized under the percentage of completion method. Also, at times the Company
      previously sold land to buyers or other developers at which time, the revenue
      was recognized under the full accrual method for land sales as defined in FASB
      Statement of Financial Accounting Standards No. 66, Accounting for Sales of
      Real
      Estate.





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




8




Diluted
      earnings (loss) 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 (loss) available to common shareholders by the weighted
      average number of common shares outstanding plus all potentially dilutive common
      shares. As of September 30, 2007 there were no common stock equivalent shares
      that would be considered anti-dilutive.





CHANGE
      IN
      ESTIMATE





In
      prior
      reporting periods, the Company reported and expensed minor warranty costs as
      a
      component of cost of sales. Whitemark Homes, Inc., due to its small size, has
      never developed a formal warranty department. During the course of business
      and
      as warranty issues arose the Company would manage each incident via
      superintendents on site in each respective home community. The Company has
      not accounted for the time
      nor the costs associated with each incident; however, now that the Company
      has
      plans to discontinue operations as a homebuilder it has changed its accounting
      estimation approach associated with these warranty and expected future warranty
      costs. The Company has estimated these future expected costs to approximate
      $347,000 based on the number of homes still under warranty and the period of
      time remaining in each homes warranty period. In addition, this estimate of
      warranty expense is used in the agreement with Lifeway Warranty Services, LLC.
      (see Note 4 of the condensed consolidated financial statements).





NOTE
      2:  LAND AND HOME
      INVENTORY





Land
      and
      home inventory consisted of the following at September 30, 2007:




Home
                construction costs
            
            
            -$
            -




NOTE
      3:  STOCK
      TRANSACTIONS





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





Effective
      August 22, 2007, Larry and Patricia White (the “Whites”) sold to TMK Holdings,
      Inc. a Nevada Corporation (“TMK”) 12,311,977 shares of common stock of Whitemark
      Homes, Inc., a Colorado Corporation (the “Company”) for a purchase price equal
      to $231,200. The shares of common stock purchased by TMK from the Whites
      represented approximately 57% of the Company’s issued and outstanding common
      stock of the Company. Mr. Douglas Kanter, the new President of the Company,
      is
      the sole officer and director of TMK.





NOTE
      4: 
AGREEMENT WITH LIFEWAY
      WARRANTY SERVICES, LLC.





The
      Company, as of December 2006, completed all construction and development
      activity of it’s last community, Lakewood Forest. There are two completed homes
      remaining to be sold, and the warranty service remaining on 862 homes. In order
      to attempt to better position the Company for sale, and the associated criteria
      required of an acquiring entity, the Company, deemed it necessary to mitigate
      all past operating liabilities in order to transfer a clean public company.
      As
      such the Company, as of May 17, 2007 entered into an agreement with Lifeway
      Warranty Services LLC., a wholly owned subsidiary of Lifeway Homes LLC.,
      (Lifeway Homes LLC., is controlled by Larry White, who at that time was the
      major stockholder (approximately 57%) of Whitemark Homes), to assume all the
      liabilities of the Company’s past operations for a cost of $1,037,337. The cost
      of the above warranties and the past general business liabilities associated
      with the Company’s discontinued operations are estimated as
      follows:




9




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





A
      payment
      of approximately $525,500 was made during the quarter ended June 30, 2007 to
      Lifeway Warranty Services LLC. Assets and liabilities in the amount of
      approximately $154,000 were transferred out of Whitemark Homes Inc for payment
      of the above agreement. This amount will fully satisfy the agreement; the new
      agreement total is $746,240.12.





Item
      2:  Management's
      Discussion and Analysis or Plan of Operation.




FORWARD-LOOKING
      STATEMENTS





This
      Form
      10-QSB contains “forward-looking statements” relating to Whitemark Homes, Inc.
      which represent the Company’s current expectations or beliefs including, but not
      limited to, statements concerning the Company’s operations, performance,
      financial condition and growth. For this purpose, any statements contained
      in
      this Form 10-QSB that are not statements of historical fact are forward-looking
      statements. Without limiting the generality of the foregoing, words such as
      “may”, “anticipation”, “intend”, “could”, “estimate”, or “continue” or the
      negative or other comparable terminology are intended to identify
      forward-looking statements. These statements by their nature involve substantial
      risks and uncertainties, such as credit losses, dependence on management and
      key
      personnel, variability of quarterly results, certain of which are beyond the
      Company’s control. Should one or more of these risks or uncertainties
      materialize or should the underlying assumptions prove incorrect, actual
      outcomes and results could differ materially from those indicated in the
      forward-looking statements.




Any
      forward-looking statement speaks only as of the date on which such statement
      is
      made, and Whitemark undertakes no obligation to update any forward-looking
      statement or statements to reflect events or circumstances after the date on
      which such statement is made or to reflect the occurrence of unanticipated
      events. New factors emerge from time to time and it is not possible for
      management to predict all of such factors, nor can it assess the impact of
      each
      such factor on the business or the extent to which any factor, or combination
      of
      factors, may cause actual results to differ materially from those contained
      in
      any forward-looking statements.




10


General
      Overview





The
      Company has experienced significant difficulty in obtaining financing for
      projects, acquisitions and construction. The lenders which did provide
      financing, usually required the personal guarantee of the Company’s former
      President, Larry White. Mr. White resigned from the Company on July 27, 2005.
      William Rigsby was appointed the new President on July 27, 2005. Mr. Rigsby
      informed the Company at that time he would not provide any personal guarantees
      to the Company’s lenders.





On
      August
      22, 2007, Mr. Larry White sold all of his shares of Company common stock
      approximately 57% to TMK Holdings, Inc.





Effective
      August 22, 2007, the Board of Directors of the Company appointed Barry Reese
      as
      a director of the Company. In addition, effective August 22, 2007, the Board
      of
      Directors appointed Mr. Douglas Kanter as President of the Company. On August
      22, 2007, Messrs. William Rigsby and Scott Clark resigned as officers and
      directors of the Company. On September 12, 2007, the Board of Directors
      appointed Douglas Kanter and Tom Thomas to serve as directors of the
      Company.




Liquidity
      and Capital Resources





Cash
      flow
      from operations for the nine months ended September 30, 2007 was a negative
      amount of approximately $451,000.  The cash flow from financing activities,
      was a negative amount of approximately $2,090,000 which was a result of the
      cash
      payment of dividends of approximately $1,492,000. As of September 30, 2007,
      the
      Company had outstanding borrowings of approximately $0. This is a decrease
      of
      approximately $1,267,000 from the December 31, 2006 amount of approximately
      $1,267,000.





The
      Company has financed its projects with project specific acquisition, development
      and construction loans. These loans were secured by each project and were drawn
      down and repaid based on the progress of the project. The Company has
      experienced significant difficulty in obtaining additional financing with the
      resignation of the Company’s former President, Larry White, and the
      unavailability of personal guarantees. The Company does not believe that it
      will
      be able to secure financing to acquire new parcels of land for development.
      As a
      result, the Company has completed the final project, and now either looks to
      be
      acquired or attempt to sell the public company.





As
      of
      September 30, 2007, the Company had total assets of approximately $616,000.
      This
      is a decrease of approximately $3,353,000 from the total assets at December
      31,
      2006. The primary factors for this decrease were: the payment of cash dividends
      of approximately $1,492,000.





Results
      of Operations for the three and nine months ended September 30, 2007





Revenues:
      Whitemark's revenues from home/land sales for the quarter ended September 30,
      2007 decreased to zero ($0) from $3,910,289 when compared with the quarter
      ended
      September 30, 2006. Revenues from home sales for the nine months ended September
      30, 2007 decreased to $630,000 from $15,461,980 when compared with the same
      nine
      month period for 2006. Revenues for the current year decreased due to the
      completion of construction 2006. No homes
      were sold the quarter ended September 30, 2007 and only two homes were sold
      for
      the nine months ended September 30, 2007.





Gross
      Profit: Gross profit for the quarter ended September 30, 2007 was zero ($0),
      as
      compared to $338,346 or 8.7% for the quarter ended September 30, 2006. Gross
      profit for the nine months ended September 30, 2007 was $71,564 or 11.4%, as
      compared to $2,285,172 or 14.8% for the same period in 2006. The decrease in
      gross profit for the quarter ended September 30, 2007 was the result no home
      sales. The decrease in gross profit for the nine months ended September 30,
      2007
      was the result of only two home sales and Orange county changes made to our
      development of Lakewood Forest at a cost of $26,262.





11




Expenses:
      Selling, general and administrative expenses for the quarter ended September
      30,
      2007, decreased to $150,058 as compared to $318,711, for the three months ended
      September 30, 2007 or a decrease of $168,653. The amount of $87,247 is a
      prorated expense for the quarter ended September 30, 2007 of the $ 1,037,337
      for
      discontinuing operations pursuant to the agreement with Lifeway Homes Warranty
      Services LLC. (see Note 4) Selling, general and administrative expenses for
      the
      nine months ended September 30, 2007 decreased to $564,278 as compared to
      $1,099,426 for the nine months ended September 30, 2006, or a decrease of
      $535,148. The decrease in expenses for the nine months ended September 30,
      2007,
      was mainly a result of the continuing downsizing of the company.





Income
      (Loss) from Operations: A loss from operations of ($150,058) was incurred for
      the quarter ended September 30, 2007 versus profit of 19,725 in the quarter
      ended September 30, 2006. This decrease in income from operations of $169,783 for the
      quarter was a result of the factors discussed above. The loss from operations
      for the nine months ended September 30, 2007 was ($492,714) as compared to
      a
      profit of $1,185,756 for the same period in 2006. This decrease in income from
      operations of $1,678,470 for the nine months ended September 30, 2007 was a
      result of the factors discussed above.





Other
      Expenses: Interest expense of $9,067 was incurred for the quarter ended
      September 30, 2007 versus $4,852 in the quarter ended September 30, 2006, an
      increase of $4,215. Interest expense of $39,400 was incurred for the nine months
      ended September 30, 2007 versus $32,811 in the nine months ended September
      30,
      2006, an increase of $6,589.





Net
      Income (Loss): Net loss for the quarter ended September 30, 2007 was ($135,098)
      as compared to profit of $24,632 for the three months ended September 30, 2006.
      The main factors for this loss are the discontinued building of homes and
      development and the agreement with Lifeway Warranty Services LLC., see Note
      4 to
      the condensed consolidated financial statements. Net loss for the nine months
      ended September 30, 2007 was ($402,247) as compared to net income of $1,231,370
      for the nine months ended September 30, 2006, which was a result of the factors
      discussed above.





Income
      Tax: Provision for income taxes for the three month period ended September
      30,
      2007 is $0 as compared to $0 for the period as September 30, 2006. Provision
      for
      income taxes for the nine month period ended September 30, 2007 is $0 as
      compared to $113,000 for the period as September 30, 2006. The Company adopted
      FIN 48 “Accounting for Uncertainly in Income Taxes” as of January 1, 2007. FIN
      48 clarifies the accounting for uncertainty in income taxes recognized in an
      enterprise’s financial statements in accordance with SFAS No. 109, “Accounting
      for Income Taxes”. This Interpretation prescribes a recognition threshold and
      measurement attribute for the financial statement recognition and measurement
      of
      a tax position taken or expected to be taken in a tax return. This
      Interpretation also provides guidance on derecognition, classification, interest
      and penalties, accounting in the interim periods, and disclosure. The adoption
      of FIN 48 had no material impact on the Company’s financial statements for the
      quarter ended September 30, 2007 and the Company has not accrued interest and
      penalties associated with its accounting for income taxes.





12




CHANGE
        IN
        ESTIMATE


In
      prior
      reporting periods, the Company reported and expensed minor warranty costs as
      a
      component of cost of sales. Whitemark Homes, Inc., due to its small size, has
      never developed a formal warranty department. During the course of business
      and
      as warranty issues arose the Company would manage each incident via
      superintendents on site in each respective home community. The Company has
      not
      accounted for the time nor the costs associated with each incident; however,
      now
      that the Company has plans to discontinue operations as a homebuilder, the
      company has changed its accounting estimation approach associated with these
      warranty and expected future warranty costs. The Company has estimated these
      future expected costs to approximate $347,000 based on the number of homes
      still
      under warranty and the period of time remaining in each homes warranty period.
      In addition, this estimate of warranty expense is used in the agreement with
      Lifeway Warranty Services, LLC. (see Note 4 of the condensed consolidated
      financial statements).





CURRENT
      STATUS OF THE COMPANY





The
      Company is currently a shell corporation with no operations and no revenue.
      Any
      bills incurred by the Company subsequent to August 22, 2007 have been paid
      by
      the Company pursuant to loans to the Company from the President. To date, the
      loans are in the aggregate approximately $2,500. The Company is currently
      seeking and evaluating potential merger candidates.




Item
      3.  Controls And
      Procedures




(A)
            Evaluation Of Disclosure Controls And Procedures


We
      have
      established disclosure controls and procedures to ensure that material
      information relating to the Company and its consolidated subsidiaries is made
      known to the officers who certify the Company’s financial reports, as well as
      other members of senior management and the Board of Directors, to allow timely
      decisions regarding required disclosures. As of the end of the period covered
      by
      this report, the Company carried out an evaluation, under the supervision and
      with the participation of the Company’s management, including the Company’s
      Chief Executive Officer and Chief Financial Officer, of the effectiveness of
      the
      design and operation of the Company’s disclosure controls and procedures
      pursuant to Rule 13a-15 of the Securities and Exchange Act of 1934. Based upon
      that evaluation, the Chief Executive Officer and Chief Financial Officer
      concluded that the Company’s disclosure controls and procedures were not
      effective. Due to cost constraints and the winding down of the Company’s
      business, the Company has not undertaken any remedial actions.





(B)  Changes
      In Internal Controls




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





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




13




PART
      II:
      OTHER INFORMATION




Item
      1:  Legal
      Proceedings





Other
      Legal Matters





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





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





The
      two
      above mentioned cases have been assumed by Lifeway Warranty Services, LLC (see
      Note 4 above)





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




During
      the three months ended September 30, 2007, the Company did not issue any
      additional securities.





Item
      3:  Defaults Upon Senior
      Securities




None.





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




None.





Item
      5:  Other
      Information




Not
      applicable.





Item
      6:  Exhibits





(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)10.3
            As
                previously filed in the company’s 10Q SB for the period ended March 31,
                200721.1
                Subsidiaries of registrant (filed with 2002 Form 10-KSB, incorporated
                by
                reference)


14




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
      dates
      8/22/2007 and 9/12/2007





Effective
      August 22, 2007, the Board of Directors of the Company appointed Barry Reese
      as
      a director of the Company. In addition, effective August 22, 2007, The Board
      of
      Directors appointed Mr. Douglas Kanter as President of the Company. On August
      22, 2007, Messrs. William Rigsby and Scott Clark resigned as directors of the
      company. On September 12, 2007, the Board of Directors appointed Douglas Kanter
      and Tom Thomas to serve as directors of the Company.


15




SIGNATURES





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, Whitemark Homes, Inc. has duly caused this report to be signed on its
      behalf by the undersigned, on August 3, 2007.




WHITEMARK
                HOMES, INC.November
                26, 2007/s/
                Douglas A. KanterDouglas
                A. KanterPresident/DirectorNovember
                26, 2007
            /s/
                Russ ChristensenRuss
                ChristensenActing
                Principal Financial Officer




16