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

        |_| 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. Employer
     Incorporation or Organization)               Identification #)

               677 North Washington Blvd, Sarasota, Florida 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 |X|
Yes |_| No

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: There were 21,331,926 shares, Common
Stock, $.001 Par Value as of October 1, 2007.

Transitional Small Business Disclosure Format (Check one): |_| Yes |X| No.

<PAGE>

                              WHITEMARK HOMES, INC.

                                   FORM 10-QSB

                                      INDEX

                                                                            Page
                                                                            ----

Part I: Financial Information
     Item 1: Financial Statements (Unaudited)                                 3
     Item 2: Management's Discussion and Analysis or Plan
             of Operation                                                    10
     Item 3: Controls and Procedures                                         13
Part II:  Other information
     Item 1: Legal Proceedings                                               13
     Item 2: Unregistered Sales of Equity Securities and
             Use of Proceeds                                                 14
     Item 3: Defaults Upon Senior Securities                                 14
     Item 4: Submission of Matters to a Vote of Security
             Holders                                                         14
     Item 5: Other Information.                                              14
     Item 6: Exhibits                                                        14
             Signatures                                                      15


                                        2

<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                               September 30, 2007
                                   (Unaudited)

                                     ASSETS

Land and home inventory                                            $         --
Cash and cash equivalents                                                   696
Accounts receivable                                                          --
Prepaid expenses                                                        615,370
Other assets                                                                 --
                                                                   ------------
TOTAL ASSETS                                                       $    616,066
                                                                   ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  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                                                          21,332
  Additional paid in capital                                         24,110,096
  Accumulated deficit                                               (23,515,362)
                                                                   ------------
    Total Stockholders' Equity                                          616,066
                                                                   ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $    616,066
                                                                   ============

See accompanying notes to the condensed consolidated financial statements.


                                        3

<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             For the Three Months Ended September 30, 2007 and 2006
                                   (Unaudited)

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

See accompanying notes to the condensed consolidated financial statements.


                                        4

<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              For the Nine Months Ended September 30, 2007 and 2006
                                   (Unaudited)

                                                          2007          2006
                                                      -----------   -----------
REVENUES:
  Sales                                               $   630,000   $15,461,980

  Cost of sales                                           558,436    13,176,798
                                                      -----------   -----------
GROSS PROFIT                                               71,564     2,285,182

Selling, general, and administrative expenses             564,278     1,099,426
                                                      -----------   -----------
INCOME(LOSS) FROM OPERATIONS                             (492,714)    1,185,756

Other Income(Expenses):
  Interest expense                                        (39,400)      (32,811)
  Other income(expense),net                               129,867        78,425
                                                      -----------   -----------
INCOME(LOSS) BEFORE PROVISION FOR INCOME TAXES           (402,247)    1,231,370

  Provision for income taxes                                   --       113,000
                                                      -----------   -----------

NET INCOME(LOSS)                                      $  (402,247)  $ 1,118,370
                                                      ===========   ===========

Earnings(loss) per common share -
  basic and diluted                                   $     (0.02)  $      0.05
                                                      ===========   ===========

Weighted average shares outstanding -
  basic and diluted                                    21,362,134    21,662,221
                                                      ===========   ===========

See accompanying notes to the condensed consolidated financial statements.


                                        5

<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the Nine Months Ended September 30, 2007 and 2006
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                           2007         2006
                                                       -----------   -----------
<S>                                                    <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income(loss)                                     $  (402,247)  $ 1,118,370
  Adjustments to reconcile net income(loss) to
    net cash provided (used in)operating activities:
    Depreciation and amortization                            9,945        24,737
  Changes in operating assets and liabilities              (58,566)      993,312
                                                       -----------   -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      (450,868)     2,136,419
                                                       -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Payment of cash dividends                           (1,492,361)           --
    Proceeds from notes payable                                 --     4,328,677
    Repayments of notes payable                           (600,062)   (6,730,860)
    Proceeds from issuing common stock                       1,512         2,023
                                                       -----------   -----------
NET 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     2,509,237
                                                       -----------   -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD             $       696   $ 2,245,496
                                                       ===========   ===========
Supplemental Disclosures of cash flow information
  Cash paid for interest
    (net of amounts capitalized)                       $    94,428   $ 2,010,635
                                                       ===========   ===========

  Cash paid for income taxes                           $        --   $   136,772
                                                       ===========   ===========
Supplemental schedule of Non-cash Investing
  and Financing Transactions:
    Interest on notes payable capitalized as
      land and home inventory                          $        --   $   277,443
                                                       ===========   ===========
</TABLE>

See accompanying notes to the condensed consolidated financial statements.


                                        6

<PAGE>

                     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 six 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.

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

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

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

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


                                        7

<PAGE>

Sales of the Company's homes are 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 previous 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
previous 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

<PAGE>

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.

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, the major stockholder (62%)
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:

General Discontinued business liability (Based on a five-year
 insurance policy premium quote from an independent
 insurance agency)                                                  $  526,537

Home warranty cost (based on historical averages) First Year Home
  Warranties on 70 homes @
    $2,000 per home                                                 $  104,000
  Second Year Home Warranties on 97 homes @
    $1,000 per home                                                 $  101,000
  Ten Year Structural Warranties on 695 homes @
    $200 per home                                                   $  141,800

Insurance company pending litigation cost estimate                  $   89,000

Homebuyer property tax prorated cost estimate                       $   25,000

County and Saint Johns Water Management                             $   50,000
                                                                    ----------
  Total Estimated Potential Liability                               $1,037,337


                                        9

<PAGE>

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 was transfer 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.

NOTE 5: SUBSEQUENT EVENT

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.

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. As a result of the Company's difficulty in obtaining
financing for new project acquisitions, the Company completed its final project,
and now either looks to be acquired or to attempt to sell the public company.


                                       10

<PAGE>

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 are secured by each project and
are 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 June 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 in 2006 and selling the remaining home in
inventory, no homes sold this quarter 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 $302,384 or 7.7% 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 $2,249,130 or 14.5% 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.

Expenses: Selling, general and administrative expenses for the quarter ended
September 30, 2007, decreased to $150,058 as compared to $315,845, for the three
months ended September 30, 2007 or a decrease of $165,787. This quarter ended
September 30, 2007, the amount of $87,247 was expense that is a prorated amount
of the $1,037,337 for the contractual agreement for discounting operations see
Note 4, in the quarter ended September 30, 2007. Selling, general and
administrative expenses for the nine months ended September 30, 2007 decreased
to $564,278 as compared to $1,102,425 for the nine months ended September 30,
2006, or a decrease of $538,147. The decrease in expenses for the nine months
ended September 30, 2007, was mainly a result of the continuing downsizing of
the company.


                                       11

<PAGE>

Income(Loss) from Operations: A loss from operations of ($150,058) was incurred
for the quarter ended September 30, 2007 versus loss of ($13,461) in the quarter
ended September 30, 2006. This decrease in income from operations of $136,597
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 $1,146,704 for the same period in 2006. This decrease in
income from operations of $1,639,418 for the nine months ended September 30,
2007 was a result of the factors discussed above.

Other Expenses:. Interest expense of $9,476 was incurred for the quarter ended
September 30, 2007 versus $4,852 in the quarter ended September 30, 2006, an
increase of $4,624. 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 net loss of ($8,786) for the three months ended
Septembere 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 $1,077,645 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.

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).


                                       12

<PAGE>

SUBSEQUENT EVENT

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

                           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.


                                       13

<PAGE>

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

      Issuance of Unregistered Shares

      During the three months ended September 30, 2007, the Company did not
issue any additional securities other than those described in Note 3, Stock
Transactions of the condensed consolidated financial statements. No underwriter,
sales or placement agent was involved in any of the transactions.

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

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, 2007

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

  31.1   Certification by Chief Executive Officer pursuant to 15 U.S.C. Section
         7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
         2002

  31.2   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 2002

  32.1   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


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<PAGE>

                                   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.


August 7, 2007                          /s/ William D. Rigsby
                                        ----------------------------------------
                                        William D. Rigsby
                                        Chief Executive Officer


August 7, 2007                          /s/ Russ Christensen
                                        ----------------------------------------
                                        Russ Christensen
                                        Acting Principal Financial Officer


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