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

                                    FORM 10-Q

     |X| Quarterly Report Pursuant To Section 13 or 15(d) Of The Securities
                              Exchange Act Of 1934

                  For the quarterly period ended March 31, 2011

        |_| Transition Report Under Section 13 or 15(d) Of The Securities
                              Exchange Act Of 1934

             For the transition period from __________ to __________

                        Commission File Number: 000-08301

                              WHITEMARK HOMES, INC.
                           --------------------------
             (Exact name of registrant as specified in its charter)

           Colorado                                      25-1302097
 -------------------------------            -----------------------------------
 (State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

                         7350 S. Tamiami Trail, Suite 64
                               Sarasota, FL 34231
                        ---------------------------------
          (Address of principal executive offices, including Zip Code)

                                 (941) 952-5885
                             ----------------------
                (Issuer's telephone number, including area code)

          (Former name or former address if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by section
13 or 15(d) of the  Exchange  Act during the past 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. Yes [ ] No [x]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes [ ] No [x]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a small reporting  company.  See
the   definitions   of   "large   accelerated   filer,"   "accelerated   filer,"
"non-accelerated  filer," and "smaller  reporting  company" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer [ ]   Accelerated filer  [ ]

Non-accelerated filer   [ ]   Smaller reporting company     [x]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [x] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  97,962,131 shares of common stock as
of September 5, 2012.



<PAGE>


                     WHITEMARK HOMES, INC. AND SUBSIDIARIES
              INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS




                                    CONTENTS



       Consolidated Financial Statements:

           Consolidated Balance Sheets:
             As of March 31, 2011 (Unaudited) and December 31, 2010           3

           Consolidated Statements of Operations (unaudited):
             For the Three Months Ended March 31, 2011 and 2010               4

           Consolidated Statements of Cash Flows (unaudited):
             For the Three Months Ended March 31, 2011 and 2010               5

       Notes to Unaudited Consolidated Financial Statements             6 to 16

<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


                                                   March 31,      December 31,
                                               ---------------------------------
                                                     2011              2010
                                               ----------------  ---------------
                                                 (Unaudited)
                       ASSETS

Current Assets:
  Cash                                         $      5,380      $      5,380

  Prepaid expenses                                   30,000            40,000
                                               ----------------  ---------------

     Total Current Assets                            35,380            45,380
                                               ----------------  ---------------

     Total Assets                              $     35,380      $     45,380
                                               ================  ===============

        LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:

  Convertible notes payable, net of discount   $    165,492      $    155,492

  Notes payable                                      63,894            63,894

  Accounts payable                                  161,467           146,928

  Accrued salaries                                  166,310           151,310

  Accrued expenses                                   44,229            39,184
                                               ----------------  ---------------


     Total Current Liabilities                      601,392           556,808
                                               ----------------  ---------------


     Total Liabilities                              601,392           556,808
                                               ----------------  ---------------

Stockholders' Deficit:
  Common stock $.001 par value; 100,000,000
   shares authorized; 97,962,131 and
   97,962,131 shares issued and outstanding
   at June 30, 2011 and December 31, 2010,
   respectively                                      97,962            97,962

  Additional paid-in capital                     27,236,990        27,236,990

  Accumulated deficit                           (27,900,964)      (27,846,380)
                                               ----------------  ---------------


     Total Stockholders' Deficit                   (566,012)         (511,428)
                                               ----------------  ---------------

     Total Liabilities and Stockholders'
      Deficit                                  $     35,380      $     45,380
                                               ================  ===============


   See accompanying notes to the unaudited consolidated financial statements.

                                       3
<PAGE>

                 WHITEMARK HOMES, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF OPERATIONS


                                          For the Three Months Ended
                                                  March 31,
                                     -------------------------------------
                                           2011                2010
                                     ------------------  -----------------
                                        (Unaudited)        (Unaudited)

REVENUES                                    $        -         $        -
                                     ------------------  -----------------

OPERATING EXPENSES:

  Compensation and related benefits             15,000             15,000

  Professional fees                             25,761             60,027

  Other general and administrative                   -                  -
                                     ------------------  -----------------


     Total Operating Expenses                   40,761             75,027
                                     ------------------  -----------------


LOSS FROM OPERATIONS                          (40,761)           (75,027)
                                     ------------------  -----------------

OTHER INCOME (EXPENSES):

  Interest expense                            (13,823)           (10,786)
                                     ------------------  -----------------


     Total Other Income (Expenses)            (13,823)           (10,786)
                                     ------------------  -----------------

NET LOSS                                   $  (54,584)        $  (85,813)
                                     ==================  =================

Net Loss per Common Share:

  Basic and diluted                        $         -        $         -
                                     ==================  =================

Weighted Average Shares Outstanding:

  Basic and diluted                         97,962,131         97,962,131
                                     ==================  =================





   See accompanying notes to the unaudited consolidated financial statements.

                                       4
<PAGE>


                 WHITEMARK HOMES, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                               (Unaudited)

                                                       For the Three Months
                                                          Ended March 31,
                                                     --------------------------
                                                        2011          2010
                                                     ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                             $  (54,584)   $ (85,813)
Adjustments to reconcile net loss to net
cash used in
  operating activities:

     Non-cash professional fee                           10,000       10,000

     Interest expense                                    10,000       10,000
Changes in assets and liabilities:

     Accounts payable                                    14,539       52,742

     Accrued salaries                                    15,000       15,000

     Accrued expenses                                     5,045       (1,929)
                                                     ------------  ------------



NET CASH USED IN OPERATING ACTIVITIES                         -            -
                                                     ------------  ------------



Net Decrease in Cash                                          -            -



Cash, Beginning of period                                 5,380        5,495
                                                     ------------  ------------

Cash, End of Period                                  $    5,380    $   5,495
                                                     ============  =============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:

  Cash paid for interest                             $        -    $        -
                                                     ============  ============
  Cash paid for income taxes                         $        -    $        -
                                                     ============  ============

NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Issuance of convertible debt for future
   services                                          $        -    $   80,000
                                                     ============  ============
  Beneficial conversion feature related to
   convertible debt                                  $        -    $   80,000
                                                     ============  ============





   See accompanying notes to the unaudited consolidated financial statements.

                                       5
<PAGE>


                     WHITEMARK HOMES, INC. AND SUBSIDIARIES
              Notes to Unaudited Consolidated Financial Statements
                                 March 31, 2011


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company
-----------

Whitemark  Homes,  Inc.  ("Whitemark" or the "Company") was incorporated on July
30, 1975 under the laws of the State of  Colorado.  On April 1, 2000,  Whitemark
disposed of its prior business  operations 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 Company
changed its name to Whitemark  Homes,  Inc.  Effective  September 30, 2007,  the
Company discontinued its real estate development operations.

Basis of Presentation and Going Concern
---------------------------------------

Management   acknowledges  its   responsibility   for  the  preparation  of  the
accompanying  interim  consolidated   financial  statements  which  reflect  all
adjustments, consisting of normal recurring adjustments, considered necessary in
its opinion for a fair statement of its consolidated  financial position and the
consolidated  results of its operations for the interim period presented.  These
consolidated financial statements should be read in conjunction with the summary
of  significant   accounting  policies  and  notes  to  consolidated   financial
statements  included in the Company's Form 10-K annual report for the year ended
December 31, 2010. The accompanying  unaudited consolidated financial statements
for Whitemark  Homes and  Subsidiaries  have been  prepared in  accordance  with
accounting  principles  generally  accepted in the United States of America (the
"U.S.") for interim financial information and with the instructions to Form 10-Q
and Article 8-03 of Regulation  S-X.  Operating  results for interim periods are
not  necessarily  indicative of results that may be expected for the fiscal year
as a whole.

The consolidated  financial statements are prepared in accordance with generally
accepted accounting principles in the United States of America. The consolidated
financial   statements  include  the  Company  and  its  wholly-owned   inactive
subsidiaries,  Whitemark Homes of Florida,  Inc., a Florida  corporation,  which
wholly owns Home Funding,  Inc, a Florida  corporation.  White Homes of Florida,
Inc.  also  holds a 99%  interest  in two  inactive  Florida  limited  liability
partnerships;  Whitemark  at  Fox  Glen,  Ltd.  and  Sheeler  Hills  Ltd.  and a
wholly-owned  interest in four  limited  liability  companies;  Whitemark at Oak
Park,  LLC,  Whitemark at Corner Lake,  LLC,  Whitemark at  Glenbrook,  LLC, and
Whitemark  at Little  Creek.  LLC.  All  significant  intercompany  balances and
transactions have been eliminated in the consolidated financial statements.

As reflected in the accompanying consolidated financial statements,  the Company
had a net loss and net cash used in operations of $54,584 and $0,  respectively,
for the three  months  ended  March 31, 2011 and a working  capital  deficiency,
accumulated deficit, and a stockholders' deficit of $566,012,  $27,900,964,  and
$566,012,  respectively, at March 31, 2011. In addition, the Company is inactive
as of March 31, 2011,  currently  has no operations or sources of revenue and is
in default on certain  promissory  notes. . These conditions  raise  substantial
doubt about the Company's  ability to continue as a going concern The ability of
the Company to continue as a going concern is dependent on the Company's ability
to further implement its business plan which involves  identifying a merger with
an  operating  company,   raise  additional  capital,   and  generate  revenues.
Currently,  management  is  seeking  capital to  implement  its  business  plan.
Management   believes  that  the  actions  presently  being  taken  provide  the
opportunity  for the Company to continue as a going  concern.  The  consolidated
financial  statements do not include any adjustments  that might be necessary if
the Company is unable to continue as a going concern.


                                       6
<PAGE>


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of Estimates
----------------

The  preparation of the  consolidated  financial  statements in conformity  with
accounting principles generally accepted in the U.S. requires management to make
estimates  and  assumptions   that  affect  the  reported   amounts  of  assets,
liabilities,  revenues, expenses, and the related disclosures at the date of the
financial  statements  and during the  reporting  period.  Actual  results could
materially  differ from these estimates.  Significant  estimates in the 2011 and
2010 periods  include the  valuation of deferred tax assets and the valuation of
the beneficial conversion features on convertible debt.

Fair Value of Financial Instruments
-----------------------------------

The  Company  adopted  ASC Topic  820,  Fair Value  Measurements.  ASC Topic 820
clarifies the  definition of fair value,  prescribes  methods for measuring fair
value,  and  establishes  a fair value  hierarchy to classify the inputs used in
measuring fair value as follows:

     o    Level  1-Inputs are  unadjusted  quoted  prices in active  markets for
          identical assets or liabilities available at the measurement date.
     o    Level  2-Inputs are  unadjusted  quoted prices for similar  assets and
          liabilities in active markets,  quoted prices for identical or similar
          assets and  liabilities  in markets that are not active,  inputs other
          than quoted  prices that are  observable,  and inputs  derived from or
          corroborated by observable market data.
     o    Level  3-Inputs are  unobservable  inputs which  reflect the reporting
          entity's own assumptions on what  assumptions the market  participants
          would  use in  pricing  the  asset  or  liability  based  on the  best
          available information.

The carrying amounts reported in the balance sheets for cash,  accounts payable,
accrued expenses,  notes payable, and amounts due to related parties approximate
their fair market value based on the short-term  maturity of these  instruments.
The Company did not identify any assets or  liabilities  that are required to be
presented on the balance sheets at fair value in accordance with ASC Topic 820.

Cash and Cash Equivalents
-------------------------

The Company  considers all highly  liquid  investments  purchased  with original
maturities  of three months or less to be cash  equivalents.  The Company had no
cash equivalents at March 31, 2011 and December 31, 2010.

Concentrations of Credit Risk
-----------------------------

Financial instruments that potentially subject us to significant  concentrations
of credit risk consist  principally of cash. The Company performs certain credit
evaluation  procedures and does not require collateral for financial instruments
subject to credit risk.  The Company  maintains  its cash in accounts with major
financial institutions in the United States.  Deposits in these banks may exceed
the amounts of  insurance  provided on such  deposits.  As of March 31, 2011 and
December 31, 2010, there was $5,380 and $5,380, respectively,  held in an escrow
account  maintained by the  Company's  attorney and bank deposits did not exceed
federally  insured  limits.  Historically,  the Company has not  experienced any
losses on our deposits of cash.

                                       7
<PAGE>

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes
------------

The Company is governed by the Income Tax Law of the United States.  The Company
utilizes  ASC Topic 740,  "Accounting  for Income  Taxes,"  which  requires  the
recognition of deferred tax assets and  liabilities  for the expected future tax
consequences  of events that have been  included in the  consolidated  financial
statements  or tax  returns.  Under  this  method,  deferred  income  taxes  are
recognized for the tax  consequences in future years of differences  between the
tax bases of assets and  liabilities and their  financial  reporting  amounts at
each period end based on enacted tax laws and statutory tax rates  applicable to
the periods in which the  differences  are  expected to affect  taxable  income.
Valuation  allowances are  established,  when necessary,  to reduce deferred tax
assets to the amount expected to be realized.

The Company applied the provisions of ASC 740-10-50, "Accounting For Uncertainty
In Income Taxes", which provides clarification related to the process associated
with  accounting  for  uncertain  tax  positions  recognized  in  our  financial
statements.   Audit  periods  remain  open  for  review  until  the  statute  of
limitations  has  passed.  The  completion  of review or the  expiration  of the
statute of limitations for a given audit period could result in an adjustment to
the Company's  liability for income taxes. Any such adjustment could be material
to the Company's  results of operations for any given quarterly or annual period
based, in part, upon the results of operations for the given period. As of March
31,  2011,  management  believes  the  Company  had no  material  uncertain  tax
positions, and will continue to evaluate for uncertain positions in the future.

Stock-based Compensation
------------------------

The  Company  accounts  for  stock-based  instruments  issued  to  employees  in
accordance with ASC Topic 718. ASC Topic 718 requires  companies to recognize in
the statement of operations the grant-date fair value of stock options and other
equity  based  compensation  issued  to  employees.  The  Company  accounts  for
non-employee share-based awards in accordance with ASC Topic 505-50.

Advertising
-----------

Advertising  is expensed as incurred.  For the three months ended March 31, 2011
and 2010, the Company did not incur advertising expenses.

Research and Development
------------------------

Research and  development  costs are expensed as incurred.  For the three months
ended  March  31,  2011  and  2010,  the  Company  did not  incur  research  and
development costs.

                                       8
<PAGE>

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Net Loss per Share of Common Stock
----------------------------------

Basic net loss per common  share is computed by dividing  net loss  available to
common  shareholders  by the weighted  average  number of shares of common stock
outstanding during the period.  Diluted net loss per common share is computed by
dividing  net loss by the  weighted  average  number of shares of common  stock,
common stock equivalents and potentially dilutive securities  outstanding during
each  period.  Potentially  dilutive  common  shares  consist  of common  shares
issuable  upon  the  conversion  of  convertible  promissory  notes  (using  the
if-converted  method). All potentially dilutive common shares were excluded from
the   computation  of  diluted   shares   outstanding  as  they  would  have  an
anti-dilutive impact on the Company's net losses and consisted of the following:

                                  Three Months ended March 31,
                                  ----------------------------
                                      2011           2010
                                  -------------  -------------
       Convertible notes          162,494,357    80,000,000
                                  -------------  -------------
       Total                      162,494,357    80,000,000
                                  =============  =============

These  common stock  equivalents  may be dilutive in the future.  The  Company's
authorized  number of shares of common  stock is limited to  100,000,000  common
shares  and  97,962,131  were  outstanding  at March 31,  2011;  only  2,037,869
additional shares are authorized for issuance as of March 31, 2011.

Recent Accounting Pronouncements
--------------------------------

Accounting  standards  that have been  issued  or  proposed  by FASB that do not
require  adoption until a future date are not expected to have a material impact
on the financial statements upon adoption.

NOTE 2 - CONVERTIBLE PROMISSORY NOTES

Convertible Promissory Notes
----------------------------

During 2010, the Company  entered into  convertible  promissory  note agreements
with 4  individuals  and one third  party  company  for an  aggregate  amount of
$108,182. These convertible note are unsecured,  bear interest at 9.0% per annum
and are payable on demand. The Holders shall have the right,  exercisable at any
time from and after the date of issuance of these  convertible  promissory notes
until the respective  note is fully paid, to convert the entire  outstanding and
unpaid  principal of these notes, in whole or in part, upon delivery of a notice
of conversion  into the  Company's  common stock at the  conversion  price which
shall be the average of the lowest three trading prices for the Company's common
stock  during the 20  trading  day period  ending one  trading  day prior to the
conversion date, subject to adjustment from time to time for stock splits, stock
dividends,  combinations, capital reorganizations and similar events relating to
the  Company's  common  stock.  These  arrangements  represent a fixed  monetary
conversion value of $108,182 based on the variable share quantity to be issued.

                                       9
<PAGE>

NOTE 2 - CONVERTIBLE PROMISSORY NOTES (continued)

Convertible Promissory Note and Related Consulting Agreement
------------------------------------------------------------

On January 1, 2010,  the Company  entered into a 24-month  consulting  agreement
(the  "Consulting  Agreement")  with a Company (the  "Consultant")  for business
development services.  In connection with the consulting agreement,  the Company
agreed to pay the  Consultant an aggregate of $80,000 which payment is evidenced
by a  convertible  promissory  note (the  "Convertible  Note") in the  amount of
$80,000.   The  Consulting  Agreement  terminated  on  December  31,  2011.  The
convertible  promissory  note is unsecured  and was due on the earlier of a) the
date the Company  raises  $80,000 in a private  placement of its common stock or
entry into  alternative  loan agreements or b) January 1, 2012. This Convertible
Note  shall not accrue any  interest  during the term of this Note,  and until 5
business  days have passed after the Maturity  Date stated  above.  In the event
that  this  Convertible  Note is not  paid in full by the end of the  fifth  day
following the Maturity  Date,  the  Convertible  Note shall bear interest at the
rate of 15% per annum,  which interest shall begin accruing after such fifth day
following the Maturity Date,  until this Note is paid in full.  Interest will be
computed on the basis of a 360-day year.

The Convertible  Note (and any accrued and unpaid interest) shall be convertible
into shares of the Company's  common stock from time to time, at the sole option
of the Payee until such Note is paid in full,  upon 5 days  written  notice from
the Payee to the Company of the Payee's desire to convert the  Convertible  Note
into  shares of common  stock at the rate of one share of the  Company's  common
stock  for each  $0.001  owed to Payee  pursuant  to the  Convertible  Note.  In
connection  with this  Consulting  Agreement,  the  Company  recorded  a prepaid
expense of $80,000 which was amortized over the contract term. Accordingly,  for
the  three  months  ended  March  31,  2011  and  2010,  the  Company   recorded
professional fees of $10,000 and $10,000,  respectively.  As of the date of this
report this loan was in default.

Pursuant  to ASC 470-20 and related  topics,  the  Company  evaluated  whether a
beneficial  conversion  feature exists by comparing the conversion  price of the
Convertible Note with the fair value of the common stock at the commitment date.
In  connection  with the  Convertible  Note,  the Company  recorded a beneficial
conversion since the conversion price was less than the fair market value of the
common stock.  The total beneficial  conversion  feature included in the $80,000
Convertible  Note payable  resulted in an initial debt discount of $80,000 to be
amortized  over  the  term of the  notes  with a credit  to  additional  paid-in
capital.  For the three  months  ended  March 31,  2011 and  2010,  the  Company
recorded  interest  expense for the amortization of the debt discount of $10,000
and $10,000, respectively.

On April 15,  2010,  the Company  entered  into a  convertible  promissory  note
agreement  with the  above  Consultant  for  $7,310.  This  convertible  note is
unsecured, bears interest at 9.0% per annum and is payable on demand. The Holder
shall has the right, exercisable at any time from and after the date of issuance
of this convertible promissory note until the note is fully paid, to convert the
entire  outstanding and unpaid principal of this note, in whole or in part, upon
delivery  of a notice  of  conversion  into the  Company's  common  stock at the
conversion  price  which  shall be the  average of the lowest  three (3) trading
prices for the  Company's  common stock during the 20 trading day period  ending
one trading day prior to the conversion date, subject to adjustment from time to
time for stock splits, stock dividends,  combinations,  capital  reorganizations
and similar  events  relating to the Company's  common stock.  This  arrangement
represents  a fixed  monetary  conversion  value of $7,310 based on the variable
share quantity to be issued.

                                       10
<PAGE>


NOTE 2 - CONVERTIBLE PROMISSORY NOTES (continued)

At March 31, 2011 and December 31, 2010,  convertible promissory notes consisted
of the following:

                                       March 31,  December 31,
                                      ------------------------
                                          2011          2010
                                      ------------  ----------
Convertible notes                       $  195,492  $  195,492
Less:   unamortized   discount  on         (30,000)    (40,000)
convertible note
                                      ------------  ----------
Convertible notes                       $  165,492  $  155,492
                                      ============  ==========

NOTE 3 - NOTES PAYABLE

On October 15,  2009,  the Company  entered into a note  agreement  with a third
party company for $63,360. The note is unsecured, bears interest at 8.0% and was
due on March 31, 2010.  During the year ended  December  31,  2009,  the Company
converted  principal of $26,546 into 42,000,000  shares of the Company's  common
stock.  At March 31, 2011 and December 31, 2010, the principal  amount due under
this note amounted to $36,814 and $36,814,  respectively.  The note is currently
in default.

On  December  8,  2009,  the  Company  entered  into a note  agreement  with  an
individual for $27,080 which was made to convert accounts payable to a note. The
note is  unsecured,  bears  interest at 8.0% and was due on March 31,  2010.  At
March 31, 2011 and December 31, 2010,  the principal  amount due under this note
amounted to $27,080 and $27,080, respectively. The note is currently in default.

NOTE 4 - RELATED PARTY TRANSACTIONS

Due to Related Parties
----------------------

The Company's chief executive officer,  from time to time,  provides advances to
the Company for working capital purposes. At December 31, 2009 the Company had a
payable to the chief executive  officer of $1,720.  This amount was paid in 2010
with no amounts due at March 31, 2011 and December 31, 2010.  These advances are
short-term  in nature,  non-interest  bearing and are included in due to related
parties on the accompanying balance sheets.

NOTE 5 - STOCKHOLDERS' DEFICIT

Common Stock
------------

At March 31, 2011 and December 31, 2010, there are not enough  authorized shares
to cover the conversion of  outstanding  convertible  promissory  notes into the
Company's common stock. (see Note 2)

                                       11
<PAGE>

NOTE 6 - MATERIAL CONTRACT

On October 2, 2008,  the Company  entered into a 36-month  consulting  agreement
with a Company to provide  management  services  to the  Company.  For  services
rendered  the Company  agreed to pay the  consultant  $60,000 per year.  For the
three months ended March 31, 2011 and 2010,  the Company  recorded  professional
fees of $15,000 and  $15,000,  respectively  and no  payments  were made to this
consultant.  At March  31,  2011 and  December  31,  2010,  amounts  due to this
consultant  amounted to $89,794 and $74,794,  respectively,  and are included in
accounts payable.

NOTE 7 - SUBSEQUENT EVENTS

Convertible Promissory Notes
----------------------------

On December 9, 2011,  the Company  entered into a  convertible  promissory  note
agreement with an individual for $12,000.  This  convertible  note is unsecured,
bears interest at 9.0% per annum and is payable on demand. The Holder shall have
the right,  exercisable  at any time from and after the date of issuance of this
convertible promissory note until this note is fully paid, to convert the entire
outstanding  and  unpaid  principal  of this  note,  in whole  or in part,  upon
delivery  of a notice  of  conversion  into the  Company's  common  stock at the
conversion  price  which  shall be the  average of the lowest  three (3) trading
prices for the  Company's  common stock during the 20 trading day period  ending
one trading day prior to the conversion date, subject to adjustment from time to
time for stock splits, stock dividends,  combinations,  capital  reorganizations
and similar  events  relating to the Company's  common stock.  This  arrangement
represents a fixed  monetary  conversion  value of $12,000 based on the variable
share quantity to be issued.

On January 10, 2012,  the Company  entered into 3  convertible  promissory  note
agreements  with 2 third party  companies  for an  aggregate  amount of $25,022.
These convertible  notes are unsecured,  bear interest at 9.0% per annum and are
payable on demand. The Holder shall have the right, exercisable at any time from
and after the date of issuance of these  convertible  promissory notes until the
notes are fully paid, to convert the entire  outstanding and unpaid principal of
these note, in whole or in part,  upon  delivery of a notice of conversion  into
the Company's common stock at the conversion price which shall be the average of
the lowest three (3) trading prices for the Company's common stock during the 20
trading day period ending one trading day prior to the conversion date,  subject
to adjustment from time to time for stock splits, stock dividends, combinations,
capital  reorganizations  and similar  events  relating to the Company's  common
stock. These arrangements represent a fixed monetary conversion value of $25,022
based on the variable share quantity to be issued.

Notes Payable
-------------

On February 24, 2012,  an unrelated  third party lent the Company  $30,000.  The
loan does not bear interest, is unsecured and in due on demand.

On May 7, 2012, an unrelated third party lent the Company $10,000. The loan does
not bear interest, is unsecured and in due on demand.

On June 28, 2012, an unrelated  third party lent the Company  $10,000.  The loan
does not bear interest, is unsecured and in due on demand.

On August 12, 2012, an unrelated third party lent the Company  $6,000.  The loan
does not bear interest, is unsecured and in due on demand.

                                       12
<PAGE>

NOTE 7 - SUBSEQUENT EVENTS (continued)

Employment Agreement
--------------------

On January 4, 2012,  the Company  entered into an employment  agreement with its
chief  executive  officer  ("CEO").  The  agreement  is deemed to have  begun on
October 8, 2008 and shall  continue  until  terminated.  This  agreement  shall
terminate at any time,  with or without  cause.  The Company shall pay to CEO an
annual  salary of  $60,000.  Pursuant to the  agreement,  the CEO shall have the
right  exercisable  at any time  from  and  after  the  date of this  employment
agreement  until all accrued salary is fully paid, to convert the entire accrued
and unpaid salary,  in whole or in part, upon delivery of a notice of conversion
into fully paid and non-assessable  shares of the Company's common stock, at the
conversion price equal to the average of the lowest three (3) trading prices for
the  Company's  common stock during the 20 trading day period ending one trading
day prior to the conversion  date,  subject to adjustment  from time to time for
stock splits, stock dividends, combinations, capital reorganizations and similar
events relating to the Company's  common stock.  This  arrangement  represents a
fixed  monetary  conversion  value based on the  variable  share  quantity to be
issued.

                                       13
<PAGE>


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

     The Company has been inactive for the past several  years.  The Company has
no  means  to  generate   any   revenue.   The  Company  is  pursuing   business
opportunities,  including merger  opportunities  with other businesses which may
result in a  reverse-take-over  of the Company.  However,  there is no guarantee
that the Company will be successful in these endeavors.

Item 4.  Controls and Procedures.

     (a) The Company  maintains a system of controls and procedures  designed to
ensure that  information  required to be disclosed in reports filed or submitted
under the Securities Exchange Act of 1934, as amended ("1934 Act"), is recorded,
processed,  summarized and reported,  within time periods specified in the SEC's
rules and forms and to ensure that  information  required to be disclosed by the
Company  in the  reports  that it files  or  submits  under  the  1934  Act,  is
accumulated  and  communicated  to  the  Company's  management,   including  its
Principal  Executive  and Financial  Officers,  as  appropriate  to allow timely
decisions  regarding  required  disclosure.  As of March 31, 2011, the Company's
Principal  Executive and Financial  Officers  evaluated the effectiveness of the
design and operation of the Company's disclosure controls and procedures.  Based
on that evaluation,  the Principal  Executive and Financial  Officers  concluded
that the Company's disclosure controls and procedures were effective.

     (b) Changes in Internal  Controls.  There were no changes in the  Company's
internal  control over  financial  reporting  during the quarter ended March 31,
2011, that materially  affected,  or are reasonably likely to materially affect,
its internal control over financial reporting.


                                     PART II

Item 6.  Exhibits


Exhibits

  31.1  Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  31.2  Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  32    Certification pursuant to Section 906 of the Sarbanes-Oxley Act.


                                       14
<PAGE>

                                   SIGNATURES

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



                                      WHITEMARK HOMES, INC.


September 5, 2012                    By: /s/ Barry Reese
                                          ----------------------------
                                          Barry Reese, President and Principal
                                          Executive and Financial Officer


                                       15
<PAGE>