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 June 30, 2002

                                       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 15,197,333 shares, Common Stock, $.001 Par Value as of June 30,
2002.

                                       1
<PAGE>

                              WHITEMARK HOMES, INC.

                                    FORM 10-Q

                                      INDEX

                                                                    Page
                                                                    ----

Part I.   Financial Information

     Item 1.   Condensed Consolidated Financial Statements  .  .  .   3

     Item 2.   Management's Discussion and Analysis   .  .  .  .  .   9


Part II:  Other information

     Item 2:   Changes in Securities and Use of Proceeds .  .  .  .  13

     Item 4:   Submission of Matters to a Vote of the Security
               Holders     .  .  .  .  .  .  .  .  .  .  .  .  .  .  13

     Item 6:   Exhibits and Reports on Form 8-K  .  .  .  .  .  .  . 13


Signatures   .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  . 13



                                       2
<PAGE>


PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements


                              Whitemark Homes, Inc.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                                   June 30,     December 31,
                                                     2002            2001
                                                  -----------    -----------
                                                  (Unaudited)
                                     ASSETS

   Land and home inventory                        $91,300,130    $81,799,980
   Cash                                               564,081        605,825
   Accounts receivable                              2,692,571      1,257,529
   Prepaid expense                                    238,996         77,335
   Other assets                                     7,722,511      3,166,335
                                                  -----------    -----------

TOTAL ASSETS                                     $102,518,289    $86,907,004
                                                  ===========    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
   Notes payable                                  $67,637,877    $54,352,852
   Accounts payable                                 1,465,250      1,694,200
   Accrued expenses                                 1,132,013        837,738
   Deferred taxes                                  12,263,000     12,108,000
                                                  -----------    -----------
        Total Liabilities                          82,498,140     68,992,790
                                                  -----------    -----------

Stockholders' Equity
  Common stock ($.001 par value, 100,000,000
   authorized, 15,197,333 and 13,402,272
   outstanding, respectively)                          15,197         13,402
  Additional paid in capital                       20,441,433     17,896,167
  Retained earnings/(deficit)                        (436,481)         4,645
                                                  -----------    -----------
     Total Stockholders' Equity                    20,020,149     17,914,214
                                                  -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $102,518,289    $86,907,004
                                                  ===========    ===========


See accompanying selected information.

                                       3
<PAGE>

                              Whitemark Homes, Inc.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                                 Three Months Ended June 30,
                                                     2002           2001
                                                  -----------    -----------
REVENUES:
   Sales                                          $ 3,686,821    $ 2,881,220

   Cost of sales                                    3,105,321      2,449,564
                                                  -----------    -----------
GROSS PROFIT                                          581,500        431,656


Selling, general, and administrative  expenses        852,143        474,872
                                                  -----------    -----------
(LOSS) FROM OPERATIONS                               (270,643)       (43,216)

Other (Expenses):
   Interest expense                                   (82,492)      (121,411)
   Other expense                                      (29,132)       (26,954)
                                                  -----------    -----------
(Loss) Before Income Taxes                           (382,267)      (191,581)

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

NET (LOSS)                                        $  (382,267)   $  (191,581)
                                                  ===========    ===========

(Loss) per Common Share                           $     (0.03)   $     (0.02)
                                                  ===========    ===========

Weighted average shares outstanding                15,049,191      8,193,892
                                                  ===========    ===========


See accompanying selected information.

                                       4
<PAGE>

                                                   Six Months Ended June 30,
                                                     2002           2001
                                                  -----------    -----------
REVENUES:
   Sales                                          $ 6,797,310    $ 4,803,421

   Cost of sales                                    5,409,951      4,022,339
                                                  -----------    -----------
GROSS PROFIT                                        1,387,359        781,082


Selling, general, and administrative  expenses      1,629,273        859,198
                                                  -----------    -----------
(LOSS) FROM OPERATIONS                               (241,914)       (78,116)

Other (Expenses):
   Interest expense                                  (163,204)      (312,240)
   Other expense                                      (36,008)       (47,126)
                                                  -----------    -----------
(Loss) Before Income Taxes                           (441,126)      (437,482)

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

NET (LOSS)                                        $  (441,126)   $  (437,482)
                                                  ===========    ===========

(Loss) per Common Share                           $     (0.03)   $     (0.05)
                                                  ===========    ===========

Weighted average shares outstanding                14,316,892      8,186,580
                                                  ===========    ===========


See accompanying selected information.

                                       5
<PAGE>


                              Whitemark Homes, Inc.
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              Increase/(Decrease) in Cash and Cash Equivalents
                                   (Unaudited)


                                                   Six Months Ended June 30,
                                                      2002          2001
                                                  -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss)                                      $  (441,126)   $  (437,482)
  Adjustments to reconcile net (loss) to
  net cash used by operating activities:
    Services acquired with stock                        4,688         11,229
    Equity in investee's loss                              -          47,126
  Changes in operating assets and liabilities     (12,460,642)    (1,013,020)
                                                  -----------    -----------
NET CASH (USED) BY OPERATING ACTIVITIES           (12,897,080)    (1,392,147)
                                                  -----------    -----------

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

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from notes payable                     31,609,751      5,082,718
   Repayments of notes payable                    (16,924,727)    (3,461,462)
   Proceeds from issuing stock                         40,250         30,110
   Termination of participation agreements         (1,400,000)            -
                                                  -----------    -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES          13,325,274      1,651,366
                                                  -----------    -----------
   Increase/(Decrease) in Cash                        (41,744)       259,219

Cash at Beginning of Period                           605,825        187,194
                                                  -----------    -----------

   CASH AT END OF PERIOD                          $   564,081    $   446,413
                                                  ===========    ===========

Supplemental Disclosures
  Cash paid for interest                          $   742,654    $    179,901

  Non-cash Investing and Financing Transactions:
   Interest on notes payable capitalized as
    land and home inventory                         4,327,527         78,972
   Increase in note payable for participating
      interest                                      1,700,000        613,399
   Stock issued for land and home inventory         2,249,000         10,990
   Restricted stock issued to directors                    -             239
   Stock issued for services performed                153,125           -

See accompanying selected information.

                                       6
<PAGE>


                              WHITEMARK HOMES, INC.
      SELECTED INFORMATION FOR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                  June 30, 2002


NOTE 1:   BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements include the
accounts of Whitemark Homes, Inc. (the "Company") 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. The condensed consolidated
balance sheet as of December 31, 2001 has been derived from the audited balance
sheet of the Company as of that date.

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, 2001 that were filed with
the Securities and Exchange Commission on Form 10-K during April 2002. This Form
10-K 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, 2002 are not necessarily indicative
of the results to be expected for the year ending December 31, 2002.

Business

The Company has three primary business activities: home building, condominium
building and financial services. Home building and condominium building are by
far the most significant activities as the financial services activity functions
primarily as a supporting and facilitating operation.

Home building operations include the sale and construction of single-family
attached, detached and condominium homes in the Orlando and Destin (panhandle)
areas of Florida. Additional home building activity is taking place in Houston
and Galveston, Texas. These activities include the purchase, development, and
sale of residential product. Sales of the Company's homes are generally made
pursuant to a standard contract that requires a down payment of up to 20% of the
sales price. The contract includes a financing contingency that 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, typically four to six weeks. The Company reports an
undelivered home sale as part of its backlog upon execution of the sales
contracts and receipt of

                                       7
<PAGE>

the down payment. Revenue is recognized only upon the closing and delivery of a
home. The Company estimates that the average period between the execution of a
purchase agreement for a home and delivery is approximately six months. The
Company's backlog at June 30, 2002 and 2001 was approximately $69,000,000 and
$7,200,000, respectively.

Financial Services are conducted primarily through the Company's subsidiary,
Home Funding, Inc., which provides mortgage financing, title insurance
assistance, and closing services for the Company's home buyers and to the
public. This subsidiary packages and resells residential mortgage loans and
provides mortgage loan-servicing activities.


NOTE 2:   EQUITY METHOD INVESTEE

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. 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 to zero by December 31, 2002.


NOTE 3:   STOCK TRANSACTIONS

For the quarter ending June 30, 2002, the Company has issued 10,128 common
shares under its Dividend Reinvestment and Stock Purchase Plan during 2002.
There were no other significant stock transactions for the quarter ending June
30, 2002.


NOTE 4:   SIGNIFICANT TRANSACTIONS

In a significant inventory transaction, the Company completed the acquisition of
land for its Little Creek Development located in Kissimmee, Florida. The Little
Creek development will be an affordable housing community with 298 lots. Home
prices for Little Creek will range from $107,000 to $150,000 with modest
amenities. In addition, the Company has established various lending programs
that provide qualified buyers up to $30,000 in down payment assistance. Total
project revenues for the Little Creek Development will exceed $29,000,000.
Construction will begin in October 2002 and is projected to have brisk presales.


NOTE 5:   SUBSEQUENT EVENTS

Construction of Phase II of the Cypress Breeze Plantation community in Santa
Rosa Beach, Florida began in July. Cypress Breeze Plantation can best be
described as lush serenity. Located in Santa Rosa Beach, Florida - Cypress
Breeze Plantation is a 160 lot development consisting of four phases. Phase one,
23 lots, is already developed, with sales models expected to be completed no
later than July of this year. Phase two will accommodate 30 lots, with the
remaining 107 lots divided into phases three and four. Great care was used in
the planning of this community in order to preserve as much of Florida's natural
environment as possible. Located just a half mile north

                                       8
<PAGE>


of Ed Wallin State Park means, the beautiful white sand beaches of the Gulf of
Mexico are only minutes away.


Due to accelerated absorption rates for single family housing over the last few
years, this area is virtually void of new residential construction. Cypress
Breeze Plantation is the last remaining tract of land over 100 acres within the
surrounding area. This community is poised for a rapid sell out due to the lack
of competition in the vicinity. The area market is strong which was illustrated
by the rapid sales accomplished by the high profile community Watercolor by St.
Joe.


Within the community will be a 13,000 sq. ft. Pool, complete with two, twelve
foot water falls. This pool, which is modeled after a roman spa, contains many
rock formations and enclaves along with picnic tables, and sun decks.
Surrounding the pool area are 16 "pool frontage" lots with an average sales
price of $200,000 each. Of these 16 lots, all of them are currently on reserve.


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 home buyers. However, efforts are now
additionally focused on the mid-level home buyer with housing products from
$180,000 to $350,000, as well as the vacation condominium market with first
class amenities. In addition, the Company is also servicing its upscale home
buyers with beach front custom homes which can sell in excess of $1,000,000. 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, Florida led the nation in new home building
permits for the first and second quarter of 2002. 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 home
buyers, although to a lesser extent. The Company's management is optimistic
about operations as the year progresses. Projects in the Company's inventory
should produce growth in revenues and profits over the next five years. 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 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 which focuses on expanding the mortgage business and the services
it offers in order 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

                                       9
<PAGE>

assistance programs. The Company has developed relationships and programs
which result in various financing opportunities for home buyers which are not
readily available from the majority of mortgage brokers throughout the industry.

The Company has over 27 communities in various stages of completion at June 30,
2002. In addition, the Company has scheduled to acquire several new projects
consisting of permitted land and begin construction on numerous others. These
activities will take place prior to December 31, 2002. All current and projected
projects have a total estimated revenue potential in excess of $1.5 billion.

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 continues
to increase its land development and construction activities in response to
current and anticipated demand and expects to pursue additional land acquisition
and development opportunities in the future.

According to newspaper articles, 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, a highly regarded weekly financial publication has
reported that resort areas are expected to see continued significant population
gains. These areas grew at an average 14% rate during the '90s. Various analysts
have reviewed the trends of 'boomers' during the 90'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 'boomers,' the extended
implication would include growth in recreational, medical, and other supporting
services. As a result, demand for homes in all price ranges should remain high.
The management of Whitemark Homes remains excited and optimistic about the
future of homebuilding, vacation homes, and resort properties.


Liquidity and Capital Resources

The Company's financing needs are provided through cash flows from operations,
bank borrowings, and private and public debt and equity markets. Cash flow from
operations declined during the first six months of 2002 from the same period of
2001 largely due to the costs of developing the infrastructure of numerous
properties. However, this was anticipated and cash flow should increase
dramatically as the home inventory begins to close
throughout the remainder of the year. Of the $69,000,000 of current presale
backlog, approximately 65% of these presales should close in third and fourth
quarter of 2002 generating approximately $44,850,000 in gross revenue.

On June 30, 2002, the Company had outstanding borrowings of approximately
$67 million. This is up from December 31, 2001 by approximately $13 million as a
result of additional borrowings for land acquisition and development less
payments made on outstanding loans. However, the majority of this debt is
non-recourse and project specific. In addition, many of the notes payable are
not subject to debt service until the note becomes due. The Company's objective
is to either presale the properties to the point where construction can begin or
to sell the property for a profit prior to the note coming due.

The Company currently finances its projects with project-specific

                                       10
<PAGE>

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, management continually reviews other possible financing alternatives,
and, in that regard, is planning to file a registration statement during the
third quarter of 2002 that will enable the Company to issue either a secondary
stock offering, a convertible debenture with warrants or a private equity
placement which is projected to raise $25 million in capital. In addition, the
Company is also in the process of securing a $10 million equity line of credit.
An equity line of this nature makes the availability of funds much more
accessible while being able to take full advantage of a rising stock price. The
Company is also in the final stages of completing a $5 million bond offering
which should be completed during the third quarter of 2002. This bond has
received a AAA rating by Standard and Poors and will have a short term floating
daily interest rate which should allow for a very low cost of capital. The
Company believes that funds generated from operations and expected borrowing
availability from the private and public market will continue to be sufficient
to fund the Company's working capital requirements during the foreseeable
future.


Results of Operations

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 from home sales for the quarter ended June 30, 2002 increased
from $2,881,220 to $3,686,821 when compared with the same period of 2001. The
number of homes delivered for the quarter ended June 30, 2002 was 18 units with
an average selling price per home of $144,000. Management believes that the
small number of homes sold is a temporary situation partially created by a
restriction in the Company's available lot inventory as certain development
projects were reaching maturity during fourth quarter 2001 and new lot inventory
was only beginning to be available for sale during the first quarter 2002.
Therefore, the Company is now poised to reap the benefits from the acquisition
and development of raw land throughout 2001 and the Company is expecting to
substantially increase revenues by approximately $49,000,000 in the third and
fourth quarter of the year. Management 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.

The costs of homes sold during the second quarter of 2002 increased
approximately $656,000 to $3,105,000 when compared with the same period of 2001.
This is primarily due to the related increase in home deliveries and home sale
revenues. Although the cost of homes is directly attributable to the product
mix, the Company operates with several internal control processes which help to
ensure that projected gross profit margins are maintained and quality control
standards are met.

The Company's selling and administrative expenses increased approximately
$377,000 when compared with the same period of 2001, primarily due to the
selling, general and administrative costs associated with the North Florida

                                       11
<PAGE>

Consulting merger which took place during the fourth quarter 2001.

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 conflict.


SAFE HARBOR PROVISION - DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

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

Where this Form 10-Q 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 or referred to in the Company's
annual report on Form 10-K. 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.

                                       12
<PAGE>

PART II: OTHER INFORMATION

Item 2:   Changes in Securities and Use of Proceeds

    Issuance of Unregistered Shares

        During the six months ended June 30, 2002, the Company sold securities
        in the transactions described below without registering the securities
        under the Securities Act of 1933. 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 in above were: (1) the limited number of purchasers; (2) the
sophistication or accreditation of the purchasers; (3) their relationship with
the Company and/or access to material information about the Company; (4) the
information furnished to them by the Company; (5) the absence of any general
solicitation or advertising; and (6) restrictions on transfer of the securities
issued to them as indicated by a legend on the certificates representing such
securities.


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

          None


Item 6:   Exhibits and Reports on Form 8-K

          a.  Exhibits

                None

          b.  Reports on Form 8-K

                None





                                   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.


August 14, 2002            By:  /s/ LARRY White
                                Larry White, President


August 14, 2002            By:  /s/ Mitchell R. Gordon
                                Mitchell R. Gordon, Chief Financial Officer

                                       13