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 September 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 21,568,068 shares, Common Stock, $.001 Par Value as of November
19, 2004.


                                       1
<PAGE>

                              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  .        .        12

     Item 3.   Controls and Procedures      .        .        .        14

Part II:  Other information

     Item 1:   Legal Proceedings    .       .        .        .        15

     Item 2:   Changes in Securities and Use of Proceeds      .        17

     Item 4:   Submission of Matters to a Vote of the Security
               Holders     .        .       .        .        .        17

     Item 5:   Other Information.   .       .        .        .        17

     Item 6:   Exhibits, Financial Statement Schedules, and
                     Reports on Form 8-K    .        .        .        17

               Signatures. .        .       .        .        .        18


                                       2
<PAGE>

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

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

                                     ASSETS

Land and home inventory                                       $ 11,618,386
Cash                                                             1,453,262
Accounts receivable                                                698,142
Prepaid expense                                                    112,228
Other assets                                                       405,131
Investment in equity method investee                               250,000
                                                              ------------

TOTAL ASSETS                                                  $ 14,537,149
                                                              ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities:
   Notes payable                                              $  9,673,240
   Accounts payable                                              1,543,873
   Accrued expenses                                              5,881,670
   Related party notes payable                                     279,620
                                                              ------------
     Total Liabilities                                          17,378,403
                                                              ------------

Stockholders' Equity (Deficit):
  Common stock, $.001 par value, 100,000,000
   shares authorized, 21,561,861 shares
   outstanding                                                      21,562
  Additional paid in capital                                    24,098,330
  Retained deficit                                             (26,961,146)
                                                              ------------
     Total Stockholders' Deficit                                (2,841,254)
                                                              ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                   $ 14,537,149
                                                              ============

See accompanying selected information.


                                       3
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

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

                                                       2004           2003
                                                   ------------    ------------
REVENUES:
   Sales                                           $  4,727,495    $  2,890,428

   Cost of sales                                      4,016,471       2,810,745
                                                   ------------    ------------
GROSS PROFIT                                            711,024          79,683

Selling, general, and administrative expenses           503,023         824,130
                                                   ------------    ------------
INCOME(LOSS) FROM OPERATIONS                            208,001        (744,447)

Other Income(expenses):
   Interest expense                                     (21,688)        (37,612)
   Other Income, net                                     11,391              --
                                                   ------------    ------------
Income(Loss) Before Income Taxes                        197,704        (782,059)

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

NET INCOME(LOSS)                                   $    197,704    $   (782,059)
                                                   ============    ============

Income(Loss) per Common Share, Basic and Diluted   $       0.01    $      (0.04)
                                                   ============    ============

Weighted average shares outstanding,                 19,958,927      17,683,905
Basic and Diluted                                   ===========     ===========

See accompanying selected information.


                                       4
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

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

                                                      2004            2003
                                                  ------------    ------------
REVENUES:
   Sales                                          $ 28,043,493    $ 12,932,408

   Cost of sales                                    25,212,660      10,234,037
                                                  ------------    ------------
GROSS PROFIT                                         2,830,833       2,698,371

Selling, general, and administrative expenses        1,869,396       3,097,453
                                                  ------------    ------------
INCOME(LOSS) FROM OPERATIONS                           961,437        (399,082)

Other Income/(Expense):
   Interest expense                                    (98,568)       (333,540)
   Other income(expense),net                            73,584        (155,301)
   Writedown of Investment                            (438,905)             --
                                                  ------------    ------------
INCOME(LOSS)From Continuing operations
   BEFORE INCOME TAXES                                 497,548        (887,923)

   Provision for income taxes                               --              --
                                                  ------------    ------------
Discontinued Operations (Note 5)
   Loss from Operations of NFC Group, Including
     Loss on disposal of $430,285                           --        (430,285)
                                                  ------------    ------------
Loss From Discontinued Operations                           --        (430,285)
                                                  ------------    ------------

NET INCOME(LOSS)                                  $    497,548    $ (1,318,208)
                                                  ============    ============

Income(Loss)per common share - Basic & Diluted    $       0.03    $      (0.08)
                                                  ============    ============

Weighted average shares - outstanding               18,909,353      17,273,001
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 Nine Months Ended September 30,
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             2004             2003
                                                          ------------    ------------
<S>                                                       <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (Loss)                                       $    497,548    $ (1,318,208)
  Adjustments to reconcile net income (loss) to
  net cash provided by continuing operating activities:
    Income from discontinued operations                             --        (430,285)
    Loss on disposal of discontinued operation                      --         430,285
    Depreciation and amortization                               24,600          45,544
    Services acquired with stock                                    --         338,726
    Write-down inventory/write off assets                      438,905              --
 Changes in operating assets and liabilities                 9,443,038       1,846,748
                                                          ------------    ------------
NET CASH PROVIDED BY CONTINUING OPERATING
ACTIVITIES                                                  10,404,091         912,810

NET CASH PROVIDED BY DISCONINUED OPERATIONS                         --         430,285
                                                          ------------    ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                   10,404,091       1,343,095

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                           (32,374)        (11,203)
  Other investing activities                                        --        (548,003)
                                                          ------------    ------------
NET CASH USED BY INVESTING ACTIVITIES                          (32,374)       (559,206)
                                                          ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from notes payable                              11,770,401         906,858
   Repayments of notes payable                             (21,755,906)     (1,467,349)
   Proceeds from issuing stock                                 236,022          11,304
                                                          ------------    ------------
NET CASH USED BY FINANCING ACTIVITIES                       (9,749,483)       (549,187)
                                                          ------------    ------------
   Increase in Cash                                            622,234         234,702

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

   CASH AT END OF PERIOD                                  $  1,453,262    $    439,900
                                                          ============    ============
Supplemental Disclosures
  Cash paid for interest                                  $    261,771    $    183,567

  Non-cash Investing and Financing Transactions:
   Interest on notes payable capitalized as
    land and home inventory                                  1,067,305       1,449,367

   Restricted stock issued for services                             --          19,500
   Restricted stock issued for payment of
     notes payable                                                             319,226
</TABLE>

See accompanying selected information.


                                       6
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

      SELECTED INFORMATION FOR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                               September 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 or Form 10-KSB/A, which
the Company expects to file in the near future. 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 nine months ended September 30, 2004 are not necessarily
indicative of the results to be expected for the year ending December 31, 2004.

Business

Business Development

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.

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 of 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 on January
16, 2004. The number of constructed homes delivered during the quarter ending
September 30, 2004 was 25 with an average selling price per home of $189,055.

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 September 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. 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.


                                       8
<PAGE>

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, 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. No
writedowns were made subsequent to 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>

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 September 30, 2004:

         Project development and construction cost   $ 2,873,659
         Home construction cost                        4,091,610
         Land cost                                     4,653,117
                                                     -----------
                                                     $11,618,386
                                                     ===========

NOTE 3: EQUITY METHOD INVESTEE

As disclosed in Note 1, Basis of Presentation, 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.

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.

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 unavailability 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.


                                       10
<PAGE>

NOTE 4: STOCK TRANSACTIONS

The Company issued 625,000 restricted common shares during the quarter ending
September 30, 2004 for conversion of convertible debentures. These debentures
were convertible into shares of common stock at a price equal to either (a) an
amount to equal one hundred twenty percent of the closing bid price of the
common stock as of the closing date or (b) an amount equal to eighty percent of
the average closing bid price of the common stock for the four trading days
immediately preceding the conversion date. One debenture was converted in the
amount of $25,000 under which the conversion price was $0.04.

The Company issued 7,142,857 restricted common shares to its majority
shareholder for the conversion of $200,000 of convertible debentures arising
from the shareholder's purchase of these debentures from a lender to the
Company. The conversion price amounted to $0.028 per share.

During the quarter ending September 30, 2004, the Company received and
immediately canceled 4,650,000 shares returned pursuant to the Global Settlement
Agreement resulting in the rescission of the NFC acquisition. (See Note 5.)

During the quarter ending September 30, 2004, the Company issued 26,525
restricted shares for consideration of $2,515 under its Dividend Reinvestment
and Stock Purchase Plan.

NOTE 5: DISCONTINUED OPERATIONS

On October 1, 2001, the Company acquired NFC and its related entities (the "NFC
group") in exchanged for 5,000,000 shares of Whitemark common stock. The value
of the Whitemark shares was determined in accordance with SFAS 141, Business
Combinations. Due to the fact that Whitemark's stock is thinly traded, the
quoted market price was not representative of the fair value of the securities.
Accordingly, the fair market value of the net assets (as a group) of NFC was
used to determine the amount to be recorded. Substantially all of the NFC assets
were real estate development projects and options to acquire real estate.
Independent appraisals of underdeveloped land were used as aid in determining
the minimum fair value of the NFC Group assets and the Whitemark securities
issued. A discounted future cash flow valuation approach, assuming the ultimate
development and sale of each project, would have yielded a substantially higher
aggregate value for NFC. This approach was not used because the probability that
every project would ultimately be developed and sold by Whitemark could not be
objectively measured at the acquisition date.

Whitemark had to reconsider its relationship with the former principal
shareholder of NFC in the third quarter of 2002 when the Company learned that
the individual's background was a concern to potential financing sources and
that his removal might be necessary in order to obtain development financing for
the NFC projects. During the fourth quarter of 2003 Whitemark attempted to
negotiate a separation of the Company and the former NFC shareholder. In
February 2003, the former principal shareholder of NFC initiated litigation
against the Company.

The acquisition was effectively rescinded April 18, 2003 and all assets and
liabilities exchanged in the original transaction were returned to the original
owners with certain exceptions provided for in the settlement 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. As of September 30, 2004, liens against
4,650,000 shares have been removed, and the shares were canceled by the Company.

This transaction was effectively a discontinuance of the operation of the NFC
Group by the Company. Consequently, the Company charged off significant amounts
of assets during the six months ending June 30, 2003. The amounts and discussion
of these charges is as follows:


                                       11
<PAGE>

         Equity in the NFC Group transferred
         to former owners                        $430,285
                                                 --------
         Total loss on discontinued operations   $430,285
                                                 ========

Gross profit of $430,285 earned on sale from January 1, 2003 to the date of the
effective rescission of the acquisition of the NFC Group was written off as of
the effective date of the rescission, April 18, 2003. The assets generated from
these sales passed to the former owners of the NFC Group as part of the
settlement agreement and were retained by the former owners and, therefore, were
reported as a loss from discontinued operations.

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

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 over $350,000. On a national level, housing
construction continues to remain in a growth trend. Indicators for construction
have shown continued growth.


                                       12
<PAGE>

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 September 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 nine months ended September 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 available to the
Company on a very limited basis.

On September 30, 2004, the Company had outstanding note payable 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 nine
months ended September 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 September 30, 2004, the Company had total assets of approximately
$15,000,000. This is a decrease of approximately $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 and nine months ended September 30, 2004

Revenues: Whitemark's revenues from home/land sales for the quarter ending
September 30, 2004 increased to $4,727,495 from $2,890,428 when compared with
the quarter ending September 30, 2003. Revenues from home sales for the nine
months ending September 30, 2004 increased from $12,932,408 to $28,043,493 when
compared with the same nine 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 September 30, 2004 was 25 units with an average selling price per
home of approximately $189,000.


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<PAGE>

Gross Profit: Gross profit for the quarter ending September 30, 2004 was
$711,024 or 15%, as compared to $79,683 or 2.8% for the quarter ending September
30, 2003. Gross profit for the nine months ending September 30, 2004 was
$2,830,833 or 10.1%, as compared to $2,698,371 or 20.9% for the same period in
2003. The decrease in gross profit percentage 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 $503,023 and
$1,869,396, respectively for the quarter and nine months ending September 30,
2004. This is a decrease of $321,107 or 39% from $824,130 for the quarter ending
September 30, 2003 and a decrease of $1,228,057 or 40% from $3,097,453 for the
nine months ending September 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.

Income (Loss) From Operations: Income from continuing operations of $208,001 was
generated for the quarter ended September 30, 2004 versus a loss of $(744,447)
in the quarter ended September 30, 2003, a increase of $952,448 in income.
Income from operations for the nine months ended September 30, 2003 was $961,437
as compared to a loss of $(399,082) for the same period in 2003. The increase in
income from operations of $1,360,519 for the nine months was a result of the
factors discussed above.

Other Expenses: Interest expense of $21,688 was incurred for the quarter ended
September 30, 2004 versus $37,612 in the quarter ended September 30, 2003, a
decrease of $15,924. Interest expense for the nine months ended September 30,
2004 was $98,568 as compared to $333,540 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 of
$438,905 for the nine months ended September 30, 2004.

Net Income(Loss): Net income for the quarter ending September 30, 2004 was
$197,704 as compared to the net loss of $(782,059) for the same period in 2003.
Net income for the nine months ending September 30, 2004 was $497,548 as
compared to the net loss of $(1,318,208) for the same nine month period 2003.
The changes in net income of $979,763 and $1,815,756 for the quarter and nine
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 Principal Executive Officer and Acting Principal Financial
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 Principal Executive
Officer and Acting Principal Financial Officer have concluded that the Company's
disclosure controls and procedures are, in fact, effective at this reasonable
assurance level.


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<PAGE>

      (B)   CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

            In connection with the evaluation of the Company's internal controls
over financial reporting during the Company's last fiscal quarter, the Company's
Principal Executive Officer and Acting Principal Financial Officer have
determined that there are no changes to the Company's internal controls over
financial reporting that has materially affected or is reasonably likely to
affect, the Company's internal controls over financial reporting.

PART II: OTHER INFORMATION

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 minimum amount
actually due to Heller associated with this issue. The Company has accrued an
additional $640,000 in reserve for this lawsuit claim. This reserve represents
Management's estimate of the probable loss in the event the Company is
unsuccessful in defending this litigation. A summary judgment has been entered
in favor of Heller, but the judgment is subject to a motion for reconsideration
and has not become final. Management has decided to appeal the judgment if it
becomes final and to pursue a separate action against Heller for monies which
should have been set off against Heller's claim.

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 nonpayment represents monies which Paulson alleges it its owed for
its due diligence costs in connection with a letter of intent for a proposed
public offering to be underwritten by Paulson. Whitemark contends that certain
conditions precedent to Whitemark's liability for these monies did not ever
occur. This lawsuit was settled in November 2004 for a cash payment of $15,000.
This payment was made to the arbitrators and, as of the date of the filing of
this Form 10-QSB, the final signed release has yet to be received by Company.

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.


                                       15
<PAGE>

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. During the quarter ended September 30, 2004, 4,650,000 of
the shares have been returned to Whitemark free and clear of the liens, and have
been retired. 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 Note 5 to the financial statements.

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 and Whitemark is
cooperating fully. It is management opinion that no laws or regulations have
been violated and that this matter will be resolved.

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.


                                       16
<PAGE>

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.

The Company has been named as a defendant in an action by HOME OWNERSHIP &
MORTGAGE EXPERTS, INC. a Florida corporation, seeking to recover up to
$225,000.00 based on a mortgage brokerage agreement on the Company's Little
Creek project. The Company believes there are a number of defenses to this claim
and is defending against it.

Item 2: Changes in Securities and Use of Proceeds

Issuance of Unregistered Shares

The Company issued 625,000 restricted common shares during the quarter ending
September 30, 2004 for conversion of convertible debentures. These debentures
were convertible into shares of common stock at a price equal to either (a) an
amount to equal one hundred twenty percent of the closing bid price of the
common stock as of the closing date or (b) an amount equal to eighty percent of
the average closing bid price of the common stock for the four trading days
immediately preceding the conversion date. One debenture was converted in the
amount of $25,000 under which the conversion price was $0.04.

The Company issued 7,142,857 restricted common shares to its majority
shareholder and Chief Executive Officer for the conversion of $200,000 of
convertible debentures arising from the shareholder's purchase of these
debentures from a lender to the Company. The conversion price amounted to $0.028
per share.

During the quarter ending September 30, 2004, the Company received and
immediately canceled 4,650,000 shares returned pursuant to the Global Settlement
Agreement resulting in the rescission of the NFC acquisition. (See Note 5.)

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


                                       17
<PAGE>

      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


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<PAGE>

      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.

December 6, 2004
                                       /s/ Kenneth White
                                       -----------------------------------------
                                       Kenneth White
                                       Chief Executive Officer

December 6, 2004
                                       /s/ Russ Christensen
                                       -----------------------------------------
                                       Russ Christensen
                                       Acting Principal Financial Officer


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