UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB




xQUARTERLY
                REPORT UNDER
                SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF
                1934




For
      the
      Quarterly Period Ended March 31, 2006





OR





oTRANSITION
                REPORT UNDER
                SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF
                1934




For
      the
      transition period from _____ to ____.






Commission
      File No. 0-8301




WHITEMARK
      HOMES, INC.





(Exact
      Name of Small Business Issuer as Specified in its Charter)






State
                of Colorado
            
            25-1302097(State
                or Other Jurisdiction of
            
            (I.R.S.
                EmployerIncorporation
                or Organization)
            
            Identification
                #)






650
      South
      Central Avenue, Suite 1000, Oviedo, Florida 32765


(Address
      of Principal Executive Offices)








(407)
      366-9668


Issuer’s
      Telephone Number








Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the last 12 months (or
      for
      such shorter period that the registrant was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days x Yes o
      No





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





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: There were 21,661,804 shares, Common Stock,
      $.001 Par Value as of April 30, 2006.





Transitional
      Small Business Disclosure Format (Check one): o Yes x
      No.

















WHITEMARK
      HOMES, INC.





FORM
      10-QSB





INDEX




PagePart I:
            Financial
                InformationItem 1:
            Financial
                Statements (Unaudited)
            3Item 2:
            Management's
                Discussion and Analysis or Plan of
                Operation
            9Item 3:
            Controls
                and Procedures
            10Part II:
            Other
                informationItem 1:
            Legal
                Proceedings
            11Item
              2:
            Unregistered
                  Sales of Equity Securities andUse
                  of Proceeds
            12Item 3:
            Defaults
                Upon Senior Securities
            13Item 4:
            Submission
                of Matters to a Vote of the Security Holders
            13Item 5:
            Other
                Information.
            13Item
              6:
            Exhibits
                  andReports
                  on Form 8-K
            13Signatures
            14




2





PART
      I.
      FINANCIAL INFORMATION





Item
      1.
      Financial Statements




WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





CONDENSED
      CONSOLIDATED BALANCE SHEET


As
      of
      March 31, 2006


(Unaudited)







ASSETSLand
                  and home inventory
              
              $
              4,990,925Cash
                  and cash equivalents 1,189,928Accounts
                  receivable
              
              
              1,001,520Prepaid
                  expenses
              
              
              304,968Deposits
              
              
              233,124Other
                  assets
              
              
              84,721TOTAL
                  ASSETS
              
              $
              7,805,186LIABILITIES
                  AND STOCKHOLDERS' EQUITYLiabilities:Notes
                  payable
              
              $
              3,236,867Accounts
                  payable
              
              
              850,316Accrued
                  expenses
              
              
              748,671Home
                  sale deposits
              
              
              1,320,255Total
                  Liabilities
              
              
              6,156,109Stockholders'
                  Equity :Common
                  stock, $.001 par value, 100,000,000shares
                  authorized, 21,659,860 Shares issued and outstanding
              
              
              21,660Additional
                  paid in capital
              
              
              24,106,527Accumulated
                  Deficit
              
              
              (22,479,110
              )Total
                  Stockholders' Equity
              
              
              1,649,077TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              7,805,186




See
      accompanying notes to the condensed consolidated financial
      statements.


3


WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS


For
      the
      Three Months Ended March 31, 2006 and 2005


(Unaudited)





2006
              
              2005REVENUES:Sales
              
              $
              4,588,763
              
              $
              7,026,394Cost
                  of sales
              
              
              3,941,278
              
              
              6,281,539GROSS
                  PROFIT
              
              
              647,485
              
              
              744,855Selling,
                  general, and administrative expenses
              
              
              424,157
              
              
              529,510INCOME
                  FROM OPERATIONS
              
              
              223,328
              
              
              215,345Other
                  Income(Expenses):Interest
                  expense
              
              
              (20,385
              )
              
              (16,174
              )Other
                  income(expense),net
              
              
              13,812
              
              
              13,880INCOME
                  BEFORE PROVISION FOR INCOME TAXES
              
              
              216,755
              
              
              213,051Provision
                  for income taxes
              
              
              14,520
              
              
              —NET
                  INCOME
              
              $
              202,235
              
              $
              213,051Earnings
                  per common share - basic and diluted
              
              $
              0.01
              
              $
              0.01Weighted
                  average shares outstanding -basic
                  and diluted
              
              
              21,658,198
              
              
              21,588,947


See
      accompanying notes to the condensed consolidated financial
      statements.





4


WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS


For
      the
      Three months Ended March 31, 2006 and 2005


(Unaudited)


2006
              
              2005CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  income
              
              $
              202,235
              
              $
              213,051Adjustments
                  to reconcile net income tonet
                  cash provided by(used in)operating activities:Depreciation
                  and amortization
              
              
              7,435
              
              
              21,225Changes
                  in operating assets and liabilities
              
              
              4,745
              
              
              (292,135
              )NET
                  CASH PROVIDED BY(USED IN)OPERATING ACTIVITIES
              
              
              214,415
              
              
              (57,859
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  from notes payable
              
              
              1,129,785
              
              
              3,568,536Repayments
                  of notes payable
              
              
              (2,663,970
              )
              
              (3,118,402
              )Proceeds
                  from issuing common stock
              
              
              461
              
              
              515NET
                  CASH PROVIDED BY(USED IN)FINANCING ACTIVITIES
              
              
              (1,533,724
              )
              
              450,649Increase(decrease)
                  in cash and cash equivalents
              
              
              (1,319,309
              )
              
              392,790CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
              
              
              2,509,237
              
              
              1,226,287CASH
                  AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              1,189,928
              
              $
              1,619,077Supplemental
                  Disclosures:Cash
                  paid for interest
              
              $
              749,261
              
              $
              73,674Cash
                  paid for income taxes
              
              $
              95,000
              
              $
              —Non-cash
                  Investing and Financing Transactions:Interest
                  on notes payable capitalized asland
                  and home inventory
              
              $
              119,446
              
              $
              517,011







See
      accompanying notes to the condensed consolidated financial
      statements.




5


WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





NOTES
      TO
      THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)


March
      31,
      2006








NOTE
      1:
      BASIS OF PRESENTATION





The
      accompanying condensed consolidated financial statements include the accounts
      of
      Whitemark Homes, Inc. (the “Company”, “WTMK” or “Whitemark”) and all
      subsidiaries in which a controlling interest is held. All significant
      intercompany transactions and balances have been eliminated in
      consolidation.





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





Certain
      information and note disclosures normally included in the Company's annual
      financial statements prepared in accordance with accounting principles generally
      accepted in the United States of America have been condensed or omitted. These
      condensed consolidated financial statements should be read in conjunction with
      a
      reading of the financial statements and accompanying notes included in the
      Company's financial statements for the year ended December 31, 2005 that were
      filed with the Securities and Exchange Commission on Form 10-KSB on April 19,
      2006. 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 three months ended March 31, 2006 are not necessarily
      indicative of the results to be expected for the year ending December 31,
      2006.





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 currently is involved in the construction and sale of single-family
      conventional homes. During the three months ended March 31, 2006, 20 homes
      were
      completed and delivered in two (2) communities, with an average selling price
      of $307,453,
      which includes percent to complete (see paragraph below). The Company currently
      has two (2) projects. The Company has experienced significant difficulty in
      obtaining financing for project acquisitions and construction. The lenders,
      which did provide financing, usually required the personal guarantee of the
      Company’s former President Larry White. Mr. White resigned from the Company on
      July 27, 2005 and William Rigsby was appointed the new President on July 27,
      2005. Mr. Rigsby will not provide any personal guarantees to the Company’s
      lenders. As a result of the Company’s difficulty in obtaining financing for new
      project acquisitions, the Company intends to complete its two (2) current
      projects and then either look to be acquired or attempt to sell the public
      shell.




During
      the fourth quarter of 2004, the Company began selling land lots to buyers under
      an agreement in which the Company has agreed to build a home and other
      improvements for which title to the land and improvements passes to the buyer
      immediately and the buyer is the obligor under the construction loan. Revenue
      under this type of arrangement is recognized under the percent of completion
      method. During the three months ended March 31, 2006, 15 homes have been
      completed under these type of agreements. The Company has 13 homes under
      construction that are accounted for under the percent of completion basis of
      accounting at March 31, 2006.





6


Also,
      at
      times the Company will sell land to buyers or other developers, at which time
      revenue is recognized under the full accrual method for land sales as defined
      in
      FASB Statement of Financial Accounting Standards No. 66.





Revenue
      recognized for the quarters ended March 31, 2006 and 2005 consists of the
      following:


2006
                  
                  2005Traditional
                  
                  $
                  1,571,311
                  
                  $
                  3,301,234Percentage
                      of completion
                  
                  
                  2,287,452
                  
                  
                  3,725,160Land
                      Sales
                  
                  
                  730,000
                  
                  
                  —$
                  4,588,763
                  
                  $
                  7,026,394





Sales
      of
      the Company's homes are made pursuant to a standard contract.


The
      standard contract includes a financing contingency which permits the customer
      to
      cancel in the event mortgage financing at prevailing interest rates (including
      financing arrangements by the Company) is unobtainable within a specified
      period. The Company reports an undelivered home sale as part of its backlog
      upon
      execution of the presales and sales contract, as well as receipt of the down
      payment.





Summary
      of Significant Accounting Policies





The
      Company's financial statements consist of activities carried on directly and
      through other entities that are majority owned by the Company. This arrangement
      is utilized to segregate activities and limit the umbrella liability of the
      Company. All significant intercompany accounts and transactions have been
      eliminated in consolidation.





Management’s
      discussion and analysis of Whitemark’s financial condition and results of
      operations 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.





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. Revenue for home sales built and financed under
      a
      traditional sale arrangement where title for the land and construction passed
      to
      the buyer upon completion of the homes and the closing of the sale, is
      recognized only upon the closing and delivery of the homes to the buyer. The
      Company estimates that the average period between the execution of a purchase
      agreement for a home and final delivery under this type of arrangement is
      approximately one year. The Company also sells land lots to buyers under an
      agreement in which the Company has agreed to build a home and other improvements
      for which title to the land and improvements passes to the buyer immediately
      and
      the buyer is the obligor under the construction loan. Revenues under this type
      of arrangement are recognized under the percentage of completion method. Also
      at
      times the Company will sell land to buyers or other developers at which time
      revenue is recognized under the full accrual method for land sales as defined
      in
      FASB Statement of Financial Accounting Standards No. 66.





7


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 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 all potentially dilutive common shares.
      As of March 31, 2006 there are none.





NOTE
      2:
      LAND AND HOME INVENTORY





Land
      and
      home inventory consisted of the following at March 31, 2006:


Project
                  development and construction costs
              
              $
              1,148,107Home
                  construction costs
              
              
              1,884,410Land
                  costs
              
              
              1,958,408$
              4,990,925




NOTE
      3:
      STOCK TRANSACTIONS





There
      were no significant stock transactions during the three months ended March
      31,
      2006. All stock transactions occurring in this period were purchased under
      the
      Company’s dividend reinvestment plan and stock purchase plan.




8


Item
      2:
      Management's Discussion and Analysis or Plan of Operation





FORWARD-LOOKING
      STATEMENTS





This
      Form
      10- QSB
      contains “forward-looking statements” relating to Whitemark Homes, Inc. which
      represent the Company’s current expectations or beliefs including, but not
      limited to, statements concerning the Company’s operations, performance,
      financial condition and growth. For this purpose, any statements contained
      in
      this Form 10-QSB that are not statements of historical fact are forward-looking
      statements. Without limiting the generality of the foregoing, words such as
      “may”, “anticipation”, “intend”, “could”, “estimate”, or “continue” or the
      negative or other comparable terminology are intended to identify
      forward-looking statements. These statements by their nature involve substantial
      risks and uncertainties, such as credit losses, dependence on management and
      key
      personnel, variability of quarterly results, and the ability of the Company
      to
      continue its growth strategy and competition, certain of which are beyond the
      Company’s control. Should one or more of these risks or uncertainties
      materialize or should the underlying assumptions prove incorrect, actual
      outcomes and results could differ materially from those indicated in the
      forward-looking statements.




Any
      forward-looking statement speaks only as of the date on which such statement
      is
      made, and Whitemark undertakes no obligation to update any forward-looking
      statement or statements to reflect events or circumstances after the date on
      which such statement is made or to reflect the occurrence of unanticipated
      events. New factors emerge from time to time and it is not possible for
      management to predict all of such factors, nor can it assess the impact of
      each
      such factor on the business or the extent to which any factor, or combination
      of
      factors, may cause actual results to differ materially from those contained
      in
      any forward-looking statements.




General
      Overview





The
      Company develops real estate and builds homes. The Company had 2 communities
      in
      various stages of acquisition and development at March 31, 2006. The Company
      has
      experienced significant difficulty in obtaining financing for projects,
      acquisitions and construction. The lenders which did provide financing, usually
      required the personal guarantee of the Company’s former President, Larry White.
      Mr. White resigned from the Company on July 27, 2005. William Rigsby was
      appointed the new President on July 27, 2005. Mr. Rigsby will not provide any
      personal guarantees to the Company’s lenders. As a result of the Company’s
      difficulty in obtaining financing for new project acquisitions, the Company
      intends to complete its two (2) current projects and then either look to be
      acquired or attempt to sell the public shell.





Liquidity
      and Capital Resources





Cash
      flow
      from operations for the three months ended March 31, 2006 was a positive amount
      of approximately $214,000.  The primary positive factors were the change in
      inventory of approximately $1,757,000, change in accounts payable of
      approximately $705,000 and Home sale deposits of approximately $701,000, during
      the three months ended March 31, 2006.





As
      of
      March 31, 2006, the Company had outstanding borrowings of approximately
      $3,237,000. This is a decrease of approximately $1,534,000 from the December
      31,
      2005 amount of approximately $4,771,000. 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 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. The Company
      has
      experienced significant difficultly in obtaining additional financing with
      the
      resignation of the Company’s former President, Larry White and the
      unavailability of personal guarantees. The Company does not believe that it
      will
      be able to secure financing to acquire new parcels of land for development.
      As a
      result, the Company intends to complete its two (2) current projects and then
      either look to be acquired or attempt to sell the public shell.





9


As
      of
      March 31, 2006, the Company had total assets of approximately $7,815,000. This
      is approximately $3,253,000 decrease from the amount at December 31, 2005.
      The
      primary factors: the change in inventory of approximately $1,757,000, change
      in
      cash of approximately $1,319,000.





Results
      of Operations for the quarter ended March 31, 2006





Revenues:
      Whitemark's revenues from home/land sales for the quarter ended March 31, 2006
      decreased to $4,588,763 from $7,026,394 when compared with the quarter ended
      March 31, 2005. Revenues for the current quarter decreased due to the effect
      of
      revenue being recognized on a percent of completion basis. Percentage of
      completion spreads the sales over periods recognizing sales in previous periods
      before the home is completed.





Gross
      Profit: Gross profit for the quarter ended March 31, 2006 was $647,485 or 14.1%,
      as compared to $744,855 or 10.7% for the quarter ended March 31, 2005. The
      increase in gross profit was a result of some contracts being canceled and
      resold at higher price, product mix and 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 for the quarter ended March 31,
      2006, decreased to $424,157 as compared to $529,510, for the three months ended
      March 31, 2005, or a decrease of $105,353. Legal and accounting costs were
      higher in 2005 for the SEC investigation and the costs related to the effective
      rescission of the NFC merger (see Part II, Item 1).




Income
      from Operations: The income from operations for the quarter ended March 31,
      2006
      was $223,328, compared to $215,345 for the quarter ended March 31, 2005. This
      is
      an increase in income from operations of $7,983 for the quarter was a result
      of
      the factors discussed above.





Other
      Expenses: Interest expense of $20,385 was incurred for the quarter ended March
      31, 2006 versus $16,174 in the quarter ended March 31, 2005, a increase of
      $4,211.




Net
      Income: Net income for the quarter ended March 31, 2006 was $202,235 as compared
      to $213,051 for the same period in 2005. The decrease in net income of $10,816
      for the quarter was as a result of provision for income taxes of $14,520 and
      factors discussed above.





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 Compan y’s
      Chief
      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 Chief 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. 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 valuation or from the end of
      the
      reporting period to the date of this Form 10-QSB.




(B)  Changes
      In Internal Controls




In
      connection with the evaluation of the Company’s internal controls during the
      Company’s first fiscal quarter ended March 31, 2006, the Company’s Chief
      Executive Officer and Acting Principal Financial Officer have determined that
      there are no changes to the Company’s internal controls over financial reporting
      that have materially affected, or are reasonably likely to materially effect,
      the Company’s internal controls over financial reporting.




10


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 did not dispute that there is money owed to Heller but did dispute
      the
      amount that was owed to Heller. In December 2004, a summary judgment was entered
      in favor of Heller against Fox Glen Management Corporation and two individual
      defendants (by the Northern District of Illinois). On July 19, 2005, the Company
      has entered into an agreement to pay the judgment of $850,663, with $413,605
      paid up front and the balance in monthly installments of $25,600 over 18
      months.





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 (collectively referred
      to
      as Adkinson), 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, Whitemark received 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. 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, at the time of the Global Settlement Agreement.





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 Homes 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.





Global
      Settlement Agreement





The
      Global Settlement Agreement also terminated, canceled and released all relevant
      parties from their respective obligations in any of the following agreements
      executed as part of the business relationship executed on 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 including
      the Voting Agreement, which has expired.





11


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 managements opinion that no laws or regulations have been violated and
      that this matter will be resolved.





Matthews
      Action





On
      March
      11, 2003, Muirfield Development Corporation, North Florida Consulting, Inc.,
      Troon Development Corporation and Whitemark Homes filed a complaint in the
      Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida
      against Dana C. Matthews and Matthews & Hawkins, P.A. for breach of
      fiduciary duty, slander of title and tortious interference with an advantageous
      business relationship (the “Matthews Action”). The underlying facts of the
      Matthews Action were that the defendants, who acted as legal counsel for these
      plaintiffs, allegedly breached their fiduciary duty by, including but not
      limited to, acting for the benefit of parties adverse to these plaintiffs by
      preparing allegedly improper and unauthorized mortgages upon certain properties
      owned by these plaintiffs. On or about April 21, 2003, pursuant to the Global
      Settlement Agreement, a Stipulation for Voluntary Dismissal was served
      requesting that the Court dismiss the Matthews Action with prejudice with all
      parties to bear their own fees and costs. The Court has not taken any action
      on
      the Stipulation.





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
      action to be without merit and intends to vigorously defend. In addition, the
      Company is pursuing an action against the Adkinson parties for failure to comply
      with certain matters in the Global Settlement Agreement.





The
      Company was also 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. This action was dismissed in January
      2006
      for failure of Malouf to take any action to prosecute the case for more than
      a
      year. Whitemark suffered no damages or liability as a result of the
      action.




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





Issuance
      of Unregistered Shares





During
      the three months ended March 31, 2006, the Company did not issue any additional
      securities other than those described in Note 3, Stock Transactions of the
      condensed consolidated financial statements. No underwriter, sales or placement
      agent was involved in any of the transactions.





12


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:
      Defaults Upon Senior Securities





None.





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





None.





Item
      5:
      Other Information





Not
      applicable.





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 onApril
              29, 2003 (incorporated by reference) 21.1
            Subsidiaries
                of registrant (filed with 2002 Form
                10-KSB, incorporated by reference) 31.1
            Certification
                by Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as
                adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002 31.2
            Certification by Acting Principal Financial
              Officer pursuant to 15 U.S.C. Section 7241, as adopted pursuant to
              Section 302 of the Sarbanes-Oxley Act of
              2002 32.1
            Certification by Chief Executive Officer
              and
              Acting Principal Financial Officer
              pursuant to 18 U.S.C. Section 1350, as adopted pursuantto
              Section 906 of the Sarbanes-Oxley Act of
              2002




b.       
      Reports on Form 8-K


None





13





SIGNATURES





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, Whitemark
      Homes, Inc. has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized May 12, 2006.




WHITEMARK
              HOMES,
              INC.Date: May
              12,
              2006
            By:
            /s/ *William
              D. Rigsby*William
              D. RigsbyChief
              Executive Officer




Date: May
              12,
              2006
            By:
            /s/ *Russ
              Christensen*Russ
              ChristensenActing
              Principal Financial Officer









14