WHITEMARK HOMES
                                  FORM 10QSB/A
                                 June 30, 2004

<PAGE>

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



                                  FORM 10-QSB/A



     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended June 30, 2004

                                       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 18,417,479 shares, Common Stock, $.001 Par Value as of June 30,
2004.


                                       1
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                              WHITEMARK HOMES, INC.

                                   FORM 10-QSB

                                      INDEX

                                                                          Page
                                                                          ----

Part I.   Financial Information

     Item 1.   Condensed Consolidated Financial Statements    .        .   3

     Item 2.   Management's Discussion and Analysis  .        .        .   11

     Item 3.   Controls and Procedures      .        .        .        .   14

Part II:  Other information

     Item 1:   Legal Proceedings    .       .        .        .        .   14

     Item 2:   Changes in Securities and Use of Proceeds      .        .   16

     Item 4:   Submission of Matters to a Vote of the Security
               Holders     .        .       .        .        .        .   16

     Item 5:   Other Information.   .       .        .        .        .   16

     Item 6:   Exhibits, Financial Statement Schedules, and
                     Reports on Form 8-K    .        .        .        .   16
               Signatures. .        .       .        .        .        .   18

                                       2
<PAGE>

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements


                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                               As of June 30, 2004
                                   (Unaudited)


                                     ASSETS

Land and home inventory                                              $12,034,734
Cash                                                                   2,278,256
Accounts receivable                                                      105,692
Prepaid expense                                                          119,934
Other assets                                                             389,795
Investment in equity method investee                                     250,000
                                                                     -----------

TOTAL ASSETS                                                         $15,178,411
                                                                     ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities:
   Notes payable                                                   $ 10,600,311
   Accounts payable                                                   1,938,487
   Accrued expenses                                                   5,623,361
   Related party notes payable                                          282,726
                                                                   ------------
     Total Liabilities                                               18,444,885
                                                                   ------------

Stockholders' Equity (Deficit):
  Common stock, $.001 par value, 100,000,000
   shares authorized, 18,454,145 shares
   outstanding                                                           18,454
  Additional paid in capital                                         23,873,922
  Retained deficit                                                  (27,158,850)
                                                                   ------------
     Total Stockholders' Deficit                                     (3,266,474)
                                                                   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                        $ 15,178,411
                                                                   ============


See accompanying selected information.

                                       3
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

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


                                                     2004           2003
                                                ------------    ------------
REVENUES:
   Sales                                        $  4,909,171    $  5,845,384

   Cost of sales                                   4,586,807       4,553,297
                                                ------------    ------------
GROSS PROFIT                                         322,364       1,292,087


Selling, general, and administrative expenses        495,601       1,286,729
                                                ------------    ------------
INCOME(LOSS) FROM OPERATIONS                        (173,237)          5,358

Other (Expenses):
   Interest expense                                  (45,030)        (87,190)
   Other Income(expense),net                          16,356        (472,212)
   Writedown of Investment                          (438,905)            -
                                                ------------    ------------
Loss Before Income Taxes                            (640,816)       (554,044)

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

NET LOSS                                        $   (640,816)   $   (544,044)
                                                ============    ============

Loss per Common Share, Basic and Diluted        $      (0.03)   $      (0.03)
                                                ============    ============

Weighted average shares outstanding,              18,401,419      17,118,720
Basic and Diluted                               ============    ============


See accompanying selected information.

                                       4
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

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


                                                      2004           2003
                                                 ------------    ------------
REVENUES:
   Sales                                         $ 23,315,998    $ 10,041,980

   Cost of sales                                   21,196,189       7,423,292
                                                 ------------    ------------
GROSS PROFIT                                        2,119,809       2,618,688


Selling, general, and administrative expenses       1,366,374       2,273,323
                                                 ------------    ------------
INCOME FROM OPERATIONS                                753,435         345,365

Other Income/(Expenses):
   Interest expense                                   (76,879)       (295,928)
   Other income(expense),net                           62,193        (585,586)
   Writedown of Investment                           (438,905)            -
                                                 ------------    ------------
INCOME(LOSS) BEFORE INCOME TAXES                      299,844        (536,149)

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

NET INCOME(LOSS)                                 $    299,844    $   (536,149)
                                                 ============    ============

Income(Loss)per common share - Basic & Diluted   $       0.02    $      (0.03)
                                                 ============    ============

Weighted average shares - outstanding              18,378,799      17,064,144
Basic and Diluted                                 ===========     ===========


See accompanying selected information.

                                       5
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                Increase/(Decrease) in Cash and Cash Equivalents
                        For the Six Months Ended June 30,
                                   (Unaudited)


                                                       2004             2003
                                                   ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (Loss)                                $    299,144    $   (536,149)
  Adjustments to reconcile net income (loss) to
  net cash provided by operating activities:
    Depreciation and amortization                        16,260          39,544
    Services acquired with stock                            -           306,432
    Write-down inventory/write off assets               438,905         426,100
 Changes in operating assets and liabilities          9,770,570         858,386
                                                   ------------    ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES            10,525,579       1,094,313
                                                   ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                    (31,529)         (9,686)
  Other investing activities                                -          (548,003)
                                                   ------------    ------------
NET CASH USED BY INVESTING ACTIVITIES                   (31,529)       (557,689)
                                                   ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from notes payable                        8,353,281         906,585
   Repayments of notes payable                      (17,408,610)     (1,467,349)
   Proceeds from issuing stock                            8,507           8,998
                                                   ------------    ------------
NET CASH USED BY FINANCING ACTIVITIES                (9,046,822)       (551,493)
                                                   ------------    ------------
   Increase (Decrease) in Cash                        1,447,228         (14,869)

Cash at Beginning of Period                             831,028         205,198
                                                   ------------    ------------

   CASH AT END OF PERIOD                           $  2,278,256    $    190,329
                                                   ============    ============

Supplemental Disclosures
  Cash paid for interest                           $    221,009    $    111,975

  Non-cash Investing and Financing Transactions:
   Interest on notes payable capitalized as
    land and home inventory                             835,941       1,193,844
   Reduction in note payable for
    participating interest                                  -          (384,075)
   Restricted stock issued for services                     -           306,432


See accompanying selected information.

                                       6
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

      SELECTED INFORMATION FOR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                  June 30, 2004


NOTE 1:   BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements include the
accounts of Whitemark Homes, Inc. (the "Company", "WTMK" or "Whitemark") and all
subsidiaries in which a controlling interest is held. The Company's investments
in entities in which a less than controlling interest is held are accounted for
by the equity method. All significant intercompany transactions and balances
have been eliminated.

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

Certain information and note disclosures normally included in the Company's
annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These condensed
consolidated financial statements should be read in conjunction with a reading
of the financial statements and accompanying notes included in the Company's
financial statements for the year ended December 31, 2003 that were filed with
the Securities and Exchange Commission on Form 10-KSB-A on April 21, 2004. This
Form, 10-QSB, and other filings by the Company are available through the
Internet on the SEC's EDGAR database at www.sec.gov or from the Company upon
request.

The Company historically has experienced, and expects to continue to experience,
variability in quarterly results. The condensed consolidated statements of
operations for the six months ended June 30, 2004 are not necessarily indicative
of the results to be expected for the year ending December 31, 2004.

Business

Business Development

Whitemark Homes, Inc. (the "Company" or "WTMK" or "Whitemark") was incorporated
under the name Golden Triangle Royalty & Oil, Inc. on July 30, 1975 under the
laws of the State of Colorado. The Company was organized primarily to acquire
and hold royalties on oil and gas properties. During 1996 the Company's name was
changed to Golden Triangle Industries, Inc. On June 17, 2000, the Golden
Triangle shareholders approved the purchase of Whitemark Homes, Inc., a
respected private company with a long term business plan, significant assets,
revenues and net income. It was determined that, after the acquisition, the
Company's business would be strictly that of Whitemark and that the oil, gas and
other extractive businesses would be sold. Therefore, in June 2001 the name of
the Company was changed to Whitemark Homes, Inc. to reflect the new business
direction. Whitemark has been in the business of developing and constructing
high quality residential communities for the past twenty years, with an emphasis
on customer satisfaction. Whitemark's business includes the purchase and
development of lots through the construction and sale of single family homes,
including designing, building and marketing. The target market is primarily
vacation home and middle income buyers.

                                       7
<PAGE>

On November 8, 2001, the Company completed the acquisition of privately held
North Florida Consulting, Inc. ("NFC") and related entities, a major developer
of prestigious waterfront properties in the Florida panhandle. The Company
issued five million restricted common shares to the stockholders of NFC and
guaranteed certain indebtedness of NFC and its majority stockholders to complete
the acquisition. NFC specializes in construction of five-star resort properties
and upscale homes, including single-family and condominium units.

With the acquisition of the NFC group, the Company entered into the development
of high-rise residential resort properties. However, on April 18, 2003 the
acquisition was effectively rescinded and the respective entities are no longer
related subsequent to the effective date of the Global Settlement Agreement (see
Part II, Item 1, Legal Proceedings for further detail).

Current Business Summary

The Company has two primary business activities: Land development and home
building. Home building is by far the most significant activity.

The Company is involved in the purchase and development of lots and the
construction and sale of single-family conventional homes, primarily targeting
the Orlando, Florida area. The Company offers homes in a price range from
$100,000 to over $350,000, and is involved in all aspects of the business,
including land acquisition, site planning, preparation and improvement of land,
as well as the design, construction and marketing of the homes. During the first
quarter 2004, Whitemark Homes sold the Little Creek property consisting of 86
acres of land subdivided into 298 lots for a sale price of approximately
$7,400,000. The Corner Lake property consisting of 86 acres of land subdivided
into 46 lots was sold for a sale price of approximately $4,760,000. The number
of constructed homes delivered during the quarter ending June 30,2004 was 24
with an average selling price per home of $201,915.


Sales of the Company's homes are generally made pursuant to a standard contract.
The contract includes a financing contingency which permits the customer to
cancel in the event mortgage financing at prevailing interest rates (including
financing arrangements by the Company) is unobtainable within a specified
period. The Company reports an undelivered home sale as part of its backlog upon
execution of the presales and sales contract, as well as receipt of the down
payment. As it relates to single-family homes, revenue is recognized only upon
the closing and delivery of a home to the homebuyer. The Company estimates that
the average period between the execution of a purchase agreement for a home and
final delivery is approximately six months. Also, at times the Company will sell
land (lots) to homebuyers or other developers, at which time the revenue
recognition process is the same as if the Company were selling a single-family
home.


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. As of June 30, 2004, the condensed consolidated financial statements
include the following entities: Whitemark Homes of Florida, Inc.; Home Funding,
Inc.; Whitemark Homes, Inc.; Whitemark at Oak Park, Inc.; Fox Glen Limited
Partnership, Whitemark at Corner Lake, LLC, Whitemark at Glenbrook, LLC, Meadow
Point Development Inc., and Whitemark at Little Creek, LLC. All significant
intercompany accounts and transactions have been eliminated.

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

                                       8
<PAGE>

The following items represent critical accounting policies that require
significant use of judgment and estimates which are used in the preparation of
Company financial statements.

PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the
accounts of Whitemark Homes, Inc. and its subsidiaries (the "Company"). All
significant intercompany balances and transactions have been eliminated.

CASH AND CASH EQUIVALENTS: The Company considers cash deposited in banks and all
highly liquid investments with an original maturity of six months or less to be
cash equivalents for purposes of preparing its Statement of Cash Flows.

ACCOUNTS RECEIVABLE: The Company considers accounts receivable to be fully
collectible; therefore, no allowance for doubtful accounts has been established.

LAND AND HOME INVENTORY: Land and home inventory is stated at the lower of cost
or market value, with cost determined using the specific identification method.
Costs include land purchases, purchase options, other direct project development
costs, direct home construction costs, and indirect development and construction
costs, including allocated salaries. Indirect costs are allocated to each
residential property based on relative sales values of the home and lot. Direct
costs include construction period interest.


LONG-TERM ASSETS: The Company applies Statement of Financial Accounting
Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets". Under SFAS 144, long-lived assets and certain intangibles
are reviewed for recoverability whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets is measured by comparing the carrying amount of an
asset to future undiscounted net cash flows expected to be generated by the
asset. If these assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets.


EQUITY METHOD INVESTEES: The equity method of accounting is used when the
Company has a 20% to 50% interest in other entities. Under the equity method,
original investments are recorded at cost and adjusted by the Company's share of
undistributed earnings or losses of these entities.

The Company originally acquired a 40% equity interest in Golden Square
Industries, Inc. ("GSI"). This equity interest was obtained as a direct result
of the business combination between Golden Triangle Industries, Inc. and
Whitemark Homes of Florida, Inc. The Company wrote this investment down to
management's revised estimate of its realizable value as of June 30, 2004.


REVENUE RECOGNITION: The Company recognizes revenue from all land development
activities in accordance with Statement of Financial Accounting Standards No.
66. Direct costs are capitalized into land development costs. Interest and
property taxes are capitalized as land development costs until projects reach
substantial completion. Upon completion of the development phase, interest and
property taxes are directly expensed. Income from the sale of residential units
or land parcels is recognized when closings have occurred and the risk of
ownership is transferred to the buyer. Sales commissions are included in
selling, general and administrative expense.


                                       9
<PAGE>

The Company recognizes revenue from all land development activities in
accordance with Statement of Financial Accounting Standards No. 66. Direct costs
are capitalized into land development costs. Interest and property taxes are
capitalized as land development costs until projects reach substantial
completion. Upon completion of the development phase, interest and property
taxes are directly expensed.

INCOME TAXES: The Company recognizes a liability or asset for the deferred tax
consequences of temporary differences between the tax bases of assets or
liabilities and their reported amounts in the financial statements, if such
differences are significant.

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

Diluted earnings per common share reflect the potential dilution of securities
that could share in the earnings of the entity if converted. This is calculated
by dividing net income available to common shareholders by the weighted average
number of common shares outstanding plus net potentially dilutive securities.

CONCENTRATIONS OF CREDIT RISK: Exposure to credit risk is affected by conditions
within the industry. Unfavorable economic conditions could significantly reduce
the level of demand for homes in the Company's market area, although none is
anticipated at the present time.

FAIR VALUE OF FINANCIAL INSTRUMENTS: Unless otherwise specified, the Company
believes the book value of its financial instruments approximates their fair
value.

NOTE 2: LAND AND HOME INVENTORY

Land and home inventory consisted of the following at June 30, 2004:

         Project development and construction cost            $ 4,954,551
         Home construction cost                                 4,387,951
         Land Cost                                              2,692,232
                                                              -----------
                                                              $12,034,734
                                                              ===========

NOTE 3:   EQUITY METHOD INVESTEE


As disclosed in Note 1, General Information and Summary of Significant
Accounting Policies, a 40% equity interest was retained in GSI. Since this
investment is less than 50% and the Company has no control over the activities
of GSI, it is carried on the equity basis. GSI's primary assets are cash,
marketable securities, receivables, and property and equipment. The Company's
investment in GSI of $688,905 is included in the consolidated balance sheet
under the caption "Other Assets".

During 2000, the Company borrowed $250,000 from GSI. The terms of this borrowing
stipulated that the Company would give up 2% ownership in GSI at each of the
specified renewal dates if the loan amount was not repaid prior to such date. At
December 31, 2000, this borrowing had been renewed twice without repayment and
ownership had been reduced to 36%. At December 31, 2001, the terms of this
borrowing were deemed to be usurious by management and no further reductions
were made. The Company intends to defend its position if GSI asserts otherwise.
The balance due GSI of $250,000 is included in the consolidated balance sheet
under the caption "Notes Payable - Related Party". During 2002 and 2003, the
Company has recognized no earnings or losses from its equity investment in GSI.


                                       10
<PAGE>

During the quarter ended June 30, 2004, the Company wrote down the investment in
GSI to management's current estimate of its realizable value. Factors
contributing to this write-down were the inavailability of audited financial
information for GSI, the gradual loss of regular contact with representatives of
GSI and management's unwillingness to pursue legal action at this time.

NOTE 4: STOCK TRANSACTIONS

There were no significant stock transactions for the quarter ending June 30,
2004. All transactions occurring in this quarter were purchased under the
Company's dividend reinvestment plan and stock purchase plan.


NOTE 5: DISCONTINUED OPERATIONS


On October 1, 2001, the Company acquired North Florida Consulting, Inc. ("NFC")
and its related entities (the "NFC group").


Effective April 18, 2003, this acquisition was effectively rescinded and all
assets and liabilities exchanged in the original transaction were returned to
the original owners with certain exceptions provided for in the exchange
agreement. As a result all assets and liabilities of the NFC Group reverted to
the original owner and 5,000,000 shares of common stock of the Company were
returned to the company subject to certain liens. The liens relate to a
collateral pledge of the Whitemark shares in favor of three banks for loans
totaling $2,700,000 made to the former owners of the NFC Group. The liens will
be released when the guarantees of the former owners of the NFC Group to the
banks are released. When the liens are released the shares will become treasury
stock and will have a zero cost. Once such shares become treasury stock, the
shares will be included in the Company's authorized but unissued common shares,
and will not be included in the computation of basic earnings per share as of
the date the liens are released. As of December 31, 2003, these liens have not
been removed from the shares, and the shares remain in escrow.


Proforma operating results of the Company as if the NFC Group and Whitemark
Homes, Inc. and subsidiaries were never consolidated for the six months ended
June 30, 2003 are as follows:

         Sales                                       $8,419,603
                                                     ==========
         Loss from operations                        $  (27,671)
                                                     ==========
         Net Loss                                    $ (106,245)
                                                     ==========
         Net Loss per common share                   $    (0.01)
                                                     ==========


In accordance with the Global Settlement Agreement, which details the rescission
of the NFC transaction(see Part II, Other Information, Item 1, Legal Proceedings
for further detail) there are certain items which still must be completed in
order to fully comply with the Agreement. These items include the transfer of
stock and the elimination of certain liabilities and/or guarantees.


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

                                       11
<PAGE>

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 that may be provided by management are also forward-looking statements.

Where this Form 10-QSB includes "forward-looking" statements, the Company
desires to take advantage of the "safe harbor" provisions of the Act. Therefore,
the Company is including this statement for the express purpose of availing
itself of the protections of such safe harbor provisions with respect to all of
such forward-looking statements. Forward-looking statements reflect the
Company's current views with respect to future events and financial performance
and are not guarantees of future performance. The Company has no specific
intention to update these statements. These forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ from those anticipated. These risks and uncertainties include economic
conditions such as home mortgage interest rates; shortages of materials and
labor, weather conditions, competition with other builders, regulatory
requirements, and other such matters as may be discussed in this report. The
Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that may arise after the date
hereof. All subsequent written and oral forward-looking statements attributable
to the Company or persons acting on its behalf are expressly qualified in their
entirety by this section.

General Overview

The Company develops real estate and builds homes. These efforts have
historically been concentrated in under-served markets for entry-level,
first-time move-up, and vacation homebuyers. However, efforts are now
additionally focused on the mid-level homebuyer and vacation homes with housing
products from $100,000 to $350,000. On a national level, housing construction
continues to remain in a growth trend. Indicators for construction have shown
continued growth.

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.

The Company had 4 communities in various stages of acquisition and development
at June 30, 2004.

Liquidity and Capital Resources

The Company's financing needs are provided through cash flows from operations,
bank borrowings, private and public debt and equity markets. Cash flow from
operations for the six months ended June 30, 2004 was positive. This was largely
due to the sale of two developed parcels and the volume of home and lot
closings. Cash flow is anticipated to remain positive in the future as the home
inventory begins to build and close into the subsequent periods. However, due to
the timing of certain cash flows, the Company often has cash shortfalls. The
Company is currently seeking sources of financing to alleviate the effect of
cash shortfalls, but this type of financing has only been able to be obtained on
a very limited basis.

                                       12
<PAGE>

On June 30, 2004, the Company had outstanding borrowings of approximately
$10,000,000. This is a decrease of $9,000,000 from the December 31, 2003 amount
of approximately $19,000,000. The sale of two properties reduced outstanding
borrowings by approximately $10,400,000. Borrowings for land acquisition and
development exceeded loan payments by approximately $1,400,000 for the six
months ended June 30, 2004. In addition, many of the notes payable are not
subject to debt service until the note becomes due or have an interest reserve
established with the lender. The Company's objective is to either pre-sell the
properties to the point where construction can begin or to sell the property for
a profit prior to the notes coming due.

The Company currently finances its projects with project specific acquisition,
development and construction loans. These loans are secured by each project and
are drawn down and repaid based on the progress of the project. There is no
expectation that this financing arrangement will not be available in the
foreseeable future; however, the size and nature of a project may make securing
certain project financing very difficult or unobtainable. The Company requires
funds generated from operations and expected borrowing availability from the
private and public market to fund the Company's working capital requirements.
Therefore, the Company will need to raise additional capital to fund our
anticipated operating expenses and future expansion. Should the Company become
unable to secure financing, the Company may be adversely affected.

On June 30, 2004, the Company had total assets of approximately $15,000,000.
This is a decrease of $9,000,000 from the December 31, 2003 amount of
approximately $24,000,000. This change in the Company's balance sheet is
primarily related to the sale of two properties (see Note 1 to the condensed
consolidated financial statements).

Results of Operations for the quarter ended June 30, 2004

Revenues: Whitemark's revenues from home/land sales for the quarter ending June
30, 2004 decreased to $4,909,171 from $5,845,384 when compared with the quarter
ending June 30, 2003. Revenues from home sales for the six months ending June
30, 2004 increased from $10,041,980 to $23,315,998 when compared with the same
six month period for 2003. Whitemark Homes sold the Little Creek property
consisting of 86 acres of land subdivided into 298 lots, for a sale price of
approximately $7,400,000. Whitemark Homes also sold the Corner Lake property
consisting of 86 acres of land subdivided into 46 lots, for a sale price of
approximately $4,760,000. The number of homes delivered for the quarter ending
June 30, 2004 was 24 units with an average selling price per home of $201,915.

Gross Profit: Gross profit for the quarter ending June 30, 2004 was $322,364 or
6.6%, as compared to $1,292,087 or 22.1% for the quarter ending June 30, 2003.
Gross profit for the six months ending June 30, 2004 was $2,119,809 or 9.1%, as
compared to $2,618,688 or 26.1% for the same period in 2003. The decrease in
gross profit for the quarter was a result of product mix, an increase in the
price of raw materials without a corresponding increase in the sale price and an
increase in costs allocated to cost of sales resulting from revised estimates of
total interest and overhead expenses for each individual project.

Expenses: Selling, general and administrative expenses decreased to $495,601 and
$1,366,374, respectively for the quarter and six months ending June 30, 2004.
This is a decrease of $791,128 or 61% from $1,286,729 for the quarter ending
June 30, 2003 and an decrease of $906,949 or 40% for the six months ending June
30, 2003. The decrease in operating expenses for the current period was
principally a result of reduction of Marketing, New Project, and other cost
cutting measures.

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Income (Loss) From Operations: The loss from operations of $(173,237) was
incurred for the quarter ended June 30, 2004 versus income of $5,358 in the
quarter ended June 30, 2003, a decrease of $178,595 in income. Income from
operations for the six months ended June 30, 2003 was $753,435 as compared to
$345,365 for the same period in 2003. The increases in income from operations of
$408,070 for the six months were a result of the factors discussed above.

Other Expenses: Interest expense of $45,030 was incurred for the quarter ended
June 30, 2004 versus $87,190 in the quarter ended June 30, 2003, a decrease of
$42,160. Interest expense for the six months ended June 30, 2004 was $76,879 as
compared to $295,928 for the same period in 2003, as a result of the rescission
of the NFC acquisition in April 2003 (see Form 10-QSB Part II, Item 1,
Acquisition or Disposition of Assets). See Note 3 to the financial statements
for a discussion of the write-down of investment.

Net Loss: Net loss for the quarter ending June 30, 2004 was $(640,816) as
compared to the net loss of $(544,044) for the same period in 2003. Net income
for the six months ending June 30, 2004 was $299,844 as compared to the net loss
of $(536,149) for the same six month period 2003. The changes in net income of
$96,772 and $835,993 for the quarter and six months, respectively, were as a
result of the factors discussed above, as well as the write-down of the
investment in GSI (See Note 3 to the financial statements).

With the uncertainty surrounding the overall economy, management is aware that
expectations and projections could easily be affected by unforeseen events and
changes in the public's reaction to past events. This is being said to encourage
appropriate caution that the homebuilding industry, as well as any other
industry, may be negatively impacted by a variety of economic factors possibly
including the erosion of consumer confidence and employment levels stemming from
the current international conflicts.

Item 3. Controls And Procedures

      (A) Evaluation Of Disclosure Controls And Procedures


      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 Chief Executive Officer and Principal Accounting Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. The Company's disclosure controls and procedures are designed to
provide a reasonable level of assurance of achieving the Company's disclosure
control objectives. The Company's Chief Executive Officer and Principal
Accounting Officer have concluded that the Company's disclosure controls and
procedures are, in fact, effective at this reasonable assurance level. In
addition, we reviewed our internal controls, and there have been no significant
changes in our internal controls or in other factors that could significantly
affect those controls subsequent to the date of their last evaluation or from
the end of the reporting period to the date of this Form 10-QSB.


      (B) Changes In Internal Controls

      There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls during the quarter
covered by this report or from the end of the reporting period to the date of
this Form 10-QSB.

PART II: OTHER INFORMATION

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Item 1: Legal Proceedings

Dispute of Money Owed


On October 30, 2002, Heller Financial, Inc. (Heller), a Delaware corporation,
named Whitemark at Fox Glen, LTD., a Florida limited partnership whose partners
are Fox Glen Management Corporation and Whitemark Homes, Inc. as a defendant in
a lawsuit alleging non-distribution of proceeds relating to a loan agreement.
Whitemark is not disputing that there is money owed to Heller but the amount
that is owed to Heller. As of December 31, 2003, Whitemark has recorded
approximately $160,000 representing management's estimate of the amount actually
due to Heller associated with this issue. The Company has accrued $640,000 in
reserve for this lawsuit claim. This reserve represents Management's estimate of
the greatest potential amount of exposure that it might have due to this claim.
Management believes that the possibility of the claim being this amount is
remote. It is reasonably possible that the claim may be ultimately resolved is
some amount greater than the $160,000 which Management believes to be actually
due, but, because of the disparity between the claim and Management's estimate,
Management has deemed it prudent to defend the litigation at the stage.

On October 3, 2003, Paulson Investment Company Inc. filed a lawsuit against
Whitemark Homes, Inc. for non-payment of $91,478 plus interest at a rate of 6%
per year. The non-payment is allegedly owed in connection with a letter of
intent for a proposed public offering to be underwritten by Paulson. The action
is pending in the Circuit Court, in and for Seminole County, Florida. Whitemark
Homes disputes the amount owed and intends to defend itself in court. No accrual
or reserve for loss has been made related to this matter as the probability of
such loss cannot be determined or reasonably estimated.


Acquisition or Disposition of Assets

As part of a settlement agreement entered into by Whitemark, certain of its
subsidiary entities, officers and directors, and William Michael Adkinson
("Michael Adkinson"), and parties and entities related to Mr. Adkinson, on April
18, 2003 (the "Global Settlement Agreement"), as more fully set forth below,
Whitemark acquired ownership of the common stock issued to Michael Adkinson and
related parties subject to a lien by an unrelated party and disposed of certain
assets as more fully described herein. The overall result of the Global
Settlement Agreement was to rescind a business relationship between Whitemark
and Michael Adkinson, together with related parties and entities, which was
consummated in October 2001. Until consummation of the settlement, Michael
Adkinson was an employee of and significant shareholder in Whitemark. The Global
Settlement Agreement was negotiated in a contested, arms-length transaction, the
terms of which were believed to be no more favorable than could be obtained from
unrelated parties.

As part of the Global Settlement Agreement, after the settlement conditions have
been satisfied, Whitemark will receive all ownership rights to 5,000,000 shares
of Whitemark restricted common stock, collectively owned by Michael Adkinson,
Chad Adkinson, Wayne Adkinson, Jan Adkinson and Henry Devarona, subject to a
collateral pledge agreement in favor of certain banks securing a loan in the
amount of $2,700,000. Whitemark was also relieved of certain debt obligations
related to the real property being transferred to Michael Adkinson, or his
designees. Whitemark Homes also received the Orlando, Florida home of Michael
Adkinson, subject to certain liens.

In addition, Whitemark delivered to Michael Adkinson, or his designees, all real
property acquired by Whitemark or its subsidiaries as a result of the business
relationship between Whitemark and Michael Adkinson commencing in October 2001.
Also in connection with the Global Settlement Agreement, certain operating
accounts payable and short term and long term debt in excess of $45 million were
transferred to Michael Adkinson or related entities and were eliminated from the
consolidated balance sheet of Whitemark. See the proforma financial information
included in Note 5 to the financial statements.

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Global Settlement Agreement

In addition to the dismissal with prejudice of all lawsuits and the transfers of
real property and shares of subsidiary entities described in Part II, Item 1,
Legal Proceedings, the Global Settlement Agreement also terminates, cancels and
releases all relevant parties from their respective obligations in any of the
following agreements executed as part of the business relationship executed in
or about August 2001: (1) the Exchange Agreement; (2) Closing Agreement; (3) the
Guaranty Agreement; (4) Employment Agreement, (5) Security and Funding
Agreement; (6) all profit participation agreements; (7) any joint venture
agreements; and (8) any other document or agreement executed in connection with
any of the foregoing with the exception of the Voting Agreement, which Voting
Agreement shall remain in effect subject to terms of the Global Settlement
Agreement.

As part of the Global Settlement Agreement, Michael Adkinson, Wayne Adkinson and
Chad Adkinson resigned from all positions with Whitemark and any entity retained
by Whitemark. The parties also executed mutual General Releases, or otherwise
agreed that all liability between the parties would be resolved by the Global
Settlement Agreement.

Governmental Action

During 2003, the Securities and Exchange Commission ("SEC") opened an
investigation of the Company related to the method in which the acquisition of
the NFC Group was recorded. This investigation is continuing, Whitemark is
cooperating fully and has responded to all of the commission's requests.

Other Legal Matters

During the first quarter of 2004, the Company became a party to two other legal
actions which relate to or arise from events relating to the Global Settlement
Agreement. Adkinson has asserted that the Company is in default of the Agreement
by not causing certain loan obligations relating to the Long Point Cove property
to be satisfied at a discount. That property is no longer owned by the Company
pursuant to the Global Settlement Agreement, and the Company maintains that it
has fulfilled its obligations related thereto under the Agreement, and has filed
a counterclaim against Adkinson based on this issue. The Company believes this
claim filed by Adkinson is without merit.

The Company has also been named as a defendant in an action by Matthew Paul
Malouf based on certain indemnification provisions related to his guaranty of a
loan on the Muirfield Property and based on an asserted participation interest
in that property or other properties which have since been relinquished by the
Company under the Global Settlement Agreement. The obligations which were
alleged to require indemnity have been satisfied and this portion of the action
is subject to dismissal. The Company believes that all other of Malouf's claims
are matters which were assumed by Adkinson as part of the Global Settlement
Agreement, and will vigorously defend against any such claims.


Item 2:   Change in Securities and Use of Proceeds

Issuance of Unregistered Shares

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During the quarter ended June 30, 2004, the Company did not issue any additional
securities other than those described in Note 4 of the financial statements,
Stock Transactions. No underwriter, sales or placement agent was involved in any
of the transactions.

The facts relied on to make the exemption from registration provided by Section
4(2) of the Securities Act of 1933 available for the sale of securities
discussed above were: (1) the limited number of purchasers; (2) the
sophistication or accreditation of the purchasers; (3) their relationship with
the Company and/or access to material information about the Company; (4) the
information furnished to them by the Company; (5) the absence of any general
solicitation or advertising; and (6) restrictions on transfer of the securities
issued to them as indicated by a legend on the certificates representing such
securities.

Item 3: Default Upon Senior Securities - Not applicable.

Item 4: Submission of Matters to a Vote of the Security Holders - None.

Item 5: Other Information

Item 6: Exhibits and Reports on Form 8-K

      a. Exhibits

            3.1   Articles of Incorporation (amended) filed as a part of Form
                  10-Q/A on November 30, 2000 (incorporated by reference)
            3.2   By-Laws previously filed with the SEC (incorporated by
                  reference)
            10.1  Agreement for Exchange of Corporate Stock previously filed as
                  a part of the Form 8-K on November 23, 2001 (incorporated by
                  reference)
            10.2  Global Settlement Agreement (filed as a part of Form 8-K on
                  April 29, 2003 (incorporated by reference))
            21.1  Subsidiaries of registrant (filed with 2002 Form 10-KSB,
                  incorporated by reference)
            31.1  Certification under section 302


            31.2  Certification under section 302


            32.1  Certification regarding section 906

      b. Reports on Form 8-K

            January 5, 2004: Regulation F-D Disclosure, Securities and Exchange
                  Commission civil action.
            January 29, 2004: Regulation F-D Disclosure, Acquisition or
                  disposition of assets, Sale of Two Housing Developments.

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      c. 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.



November 17, 2004

                             /s/ Kenneth White
                             Kenneth White
                             President and Chief Executive Officer


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