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


                                   FORM 10-Q/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, 2002

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the transition period from _____ to ____.


                           Commission File No. 0-8301



                              WHITEMARK HOMES, INC.
                              ---------------------
             (Exact Name of Registrant as Specified in its Charter)



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

             650 South Central Avenue, Suite 1000, Oviedo, FL 32765
                    (Address of Principal Executive Offices)


                                 (407) 366-9668
                Registrant's Telephone Number Including Area Code


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days [X] Yes [ ] NO

     Indicate the number of shares  outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.


     There were 16,924,134 shares, Common Stock, $.001 Par Value as of September
30, 2002.



                                       1
<PAGE>
                              WHITEMARK HOMES, INC.

                                   FORM 10-Q/A

                                      INDEX

                                                                    Page
                                                                    ----

Part I.   Financial Information

     Item 1.   Condensed Consolidated Financial Statements  .  .  .    3

     Item 2.   Management's Discussion and Analysis   .  .  .  .  .   12

     Item 4.   Controls and Procedures .    .  .  .  .  .  .  .  .  . 23


Part II:  Other information

     Item 2:   Changes in Securities and Use of Proceeds .  .  .  .   25

     Item 4:   Submission of Matters to a Vote of the Security
               Holders     .  .  .  .  .  .  .  .  .  .  .  .  .  .   26

     Item 6:   Exhibits and Reports on Form 8-K  .  .  .  .  .  .  .  26

Signatures   .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  .  26

Certifications of the President
Certifications of the Chief Financial Officer



                                       2
<PAGE>

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements
<TABLE>
<CAPTION>

                              Whitemark Homes, Inc.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

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

<S>                                               <C>            <C>
   Land and home inventory                        $82,390,980    $81,799,980
   Cash                                               218,451        605,825
   Accounts receivable                              2,691,139      1,257,529
   Prepaid expense                                    241,834         77,335
   Other assets                                     5,337,888      3,166,335
                                                  -----------    -----------

TOTAL ASSETS                                     $ 90,880,292    $86,907,004
                                                  ===========    ===========

                          LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:
   Notes payable                                  $55,097,654    $54,352,852
   Accounts payable                                 1,984,523      1,694,200
   Accrued expenses                                 1,252,389        837,738
   Deferred taxes                                  11,473,694     12,108,000
                                                  -----------    -----------
        Total Liabilities                          69,808,260     68,992,790
                                                  -----------    -----------

Stockholders' Equity
  Common stock ($.001 par value, 100,000,000
   authorized, 16,924,134 and 13,402,272
   outstanding, respectively)                          16,924         13,402
  Additional paid in capital                       23,395,808     17,896,167
  Retained earnings/(deficit)                      (2,340,700)         4,645
                                                  -----------    -----------
     Total Stockholders' Equity                    21,072,032     17,914,214
                                                  -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $ 90,880,292    $86,907,004
                                                  ===========    ===========


See accompanying selected information.

</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>

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



                                               Three Months Ended September 30,
                                                     2002           2001
                                                  -----------    -----------
REVENUES:
<S>                                               <C>            <C>
   Sales                                          $ 3,815,028    $ 2,234,661

   Cost of sales                                    2,941,561      1,803,787
                                                  -----------    -----------
GROSS PROFIT                                          873,467        430,874


Selling, general, and administrative expenses         784,355        493,246
                                                  -----------    -----------
INCOME (LOSS) FROM OPERATIONS                          89,112        (62,372)

Other (Expenses):
   Interest expense                                   (84,340)       (99,617)
   Other expense                                   (1,908,991)       (27,532)
                                                  -----------    -----------
(Loss) Before Income Taxes                         (1,904,219)      (189,521)

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

NET (LOSS)                                        $(1,904,219)   $  (189,521)
                                                  ===========    ===========

(Loss) per Common Share                           $     (0.12)   $     (0.02)
                                                  ===========    ===========

Weighted average shares outstanding                16,313,244      8,222,668
                                                  ===========    ===========


See accompanying selected information.

</TABLE>

                                       4
<PAGE>
<TABLE>
<CAPTION>

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



                                               Nine Months Ended September 30,
                                                     2002           2001
                                                  -----------    -----------
REVENUES:
<S>                                               <C>            <C>
   Sales                                          $10,612,339    $ 7,038,975

   Cost of sales                                    8,351,512      5,826,126
                                                  -----------    -----------
GROSS PROFIT                                        2,260,827      1,212,849


Selling, general, and administrative  expenses      2,413,629      1,352,444
                                                  -----------    -----------
(LOSS) FROM OPERATIONS                               (152,802)      (139,595)

Other (Expenses):
   Interest expense                                  (247,544)      (411,857)
   Other expense                                   (1,944,999)       (74,658)
                                                  -----------    -----------
(Loss) Before Income Taxes                         (2,345,345)      (626,110)

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

NET (LOSS)                                        $(2,345,345)   $  (626,110)
                                                  ===========    ===========

(Loss) per Common Share                           $     (0.16)   $     (0.08)
                                                  ===========    ===========

Weighted average shares outstanding                14,989,655      8,198,741
                                                  ===========    ===========


See accompanying selected information.

</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>

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


                                                Nine Months Ended September 30,
                                                      2002          2001
                                                  -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                               <C>            <C>
  Net (loss)                                      $(2,345,345)   $  (626,110)
  Adjustments to reconcile net (loss) to
  net cash used by operating activities:
    Services acquired with stock                       82,813         52,652
    Interest expense satisfied with stock                      30,436          -
    Equity in investee's loss                              -          74,658
  Changes in operating assets and liabilities     (12,469,996)    (1,056,926)
                                                  -----------    -----------
NET CASH (USED) BY OPERATING ACTIVITIES           (14,702,092)    (1,555,726)
                                                  -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                 (129,305)       (82,630)
  Other investing activities                         (414,118)            -
                                                  -----------    -----------
NET CASH (USED) BY INVESTING ACTIVITIES              (543,423)       (82,630)
                                                  -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from notes payable                     39,856,395      7,005,722
   Repayments of notes payable                    (23,649,470)    (5,320,417)
   Proceeds from issuing stock                         51,216         34,250
   Termination of participation agreements         (1,400,000)            -
                                                  -----------    -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES          14,858,141      1,719,555
                                                  -----------    -----------
   Increase/(Decrease) in Cash                       (387,374)        81,199

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

   CASH AT END OF PERIOD                          $   218,451    $   268,393
                                                  ===========    ===========

Supplemental Disclosures
  Cash paid for interest                          $ 1,319,740    $   695,036

  Non-cash Investing and Financing Transactions:
   Interest on notes payable capitalized as
    land and home inventory                         3,569,733        451,233
   Increase/(reduction) in note payable for
      Participating interest                        2,092,134       (120,003)
   Stock issued for land and home inventory         2,745,784         10,990
   Restricted stock issued for services or
         extinguishment of debt                     2,420,000         17,662
   Unrestricted stock issued for services or
         extinguishment of debt                       153,125         24,000

See accompanying selected information.

</TABLE>

                                       6
<PAGE>

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


NOTE 1:   BASIS OF PRESENTATION

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

These financial statements have been prepared by the Company without audit.
In the opinion of management,  all adjustments  (consisting of normal  recurring
adjustments)  necessary  for fair  presentation  of the  accompanying  condensed
consolidated  financial  statements  have been made. The condensed  consolidated
balance sheet as of December 31, 2001 has been derived from the audited  balance
sheet of the Company as of that date.

Certain information and note disclosures normally included in the Company's
annual  financial  statements  prepared in accordance  with  generally  accepted
accounting   principles   have  been  condensed  or  omitted.   These  condensed
consolidated  financial  statements should be read in conjunction with a reading
of the financial  statements  and  accompanying  notes included in the Company's
financial  statements  for the year ended December 31, 2001 that were filed with
the Securities and Exchange Commission on Form 10-K during April 2002. This Form
10-K and other filings by the Company are available  through the Internet on the
SEC's EDGAR database at www.sec.gov or from the Company upon request.

The  Company  historically  has  experienced,  and  expects to  continue to
experience,   variability  in  quarterly  results.  The  condensed  consolidated
statements  of operations  for the nine months ended  September 30, 2002 are not
necessarily  indicative  of the  results  to be  expected  for the  year  ending
December 31, 2002.


Business

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

Home building operations include the sale and construction of single-family
attached,  detached and condominium homes in the Orlando and Destin  (panhandle)
areas of Florida. These activities include the purchase,  development,  and sale
of residential product. Sales of the Company's homes are generally made pursuant
to a  standard  contract  that  requires  a  down  payment  of up to  20% of the
property's  sales price.  The  contract  includes a financing  contingency  that
permits the customer to cancel in the event  mortgage  financing  at  prevailing
interest rates (including financing arrangements by the Company) is unobtainable
within a specified period, typically four to six weeks. In addition, condominium
presales are secured by a  non-binding  sales  agreement  whereby the  homebuyer
places a down payment of up to 10% of the  property's  sales price.  At the time
the presale is  converted  into a binding  sales  contract,  an  additional  10%
deposit is required.  The Company  reports an undelivered  home sales as part of
its backlog  upon  execution of the  presales  and sales  contracts,  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.
However,  revenue  associated  with  the  sales  of  condominium  units  must be
recognized  on a modified  percentage of  completion  basis.  Under the modified
percentage of completion  method,  revenue associated with the construction of a
condominium  building can be recognized on a percentage of completion basis with
a revenue cap equal to the value of the current sales contracts.  No revenue has


                                       7
<PAGE>

been  recognized  this  period  relating  to  the   construction   and  sale  of
condominiums.  The  Company  estimates  that  the  average  period  between  the
execution  of a  purchase  agreement  for  a  home  and  final  delivery  and  a
condominium  unit and final  delivery is  approximately  six months and eighteen
months,  respectively.  The Company's backlog at September 30, 2002 and 2001 was
approximately  $55,330,000  and $7,169,000,  respectively.  Reduction in backlog
figures do not necessarily  mean that the backlog has been converted to revenue.
In  addition,  only a portion of the  outstanding  backlog  will be converted to
revenue within the current fiscal year. As noted previously, presale backlog can
be adversely  effected due to, but not limited to the  homebuyer's  inability to
obtain  financing  or  condominium  buyers  unwilling  to convert a  non-binding
presale contract to a binding sales contract.

Financial   services  are   conducted   primarily   through  the  Company's
subsidiary,  Home  Funding,  Inc.,  which  provides  mortgage  financing,  title
insurance  assistance,  and closing services for the Company's homebuyers and to
the public.


Critical Accounting Policies And Estimates

The  discussion  and  analysis of our  financial  condition  and results of
operations are based upon our 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 us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,   and  related  disclosure  of  contingent  assets  and
liabilities.  We  evaluate  our  estimates  on an  ongoing  basis.  We base  our
estimates on  historical  experience  and on various other  assumptions  that we
believe 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.

We believe  the  following  critical  accounting  policies  affect our more
significant  judgments and estimates  used in the  preparation  of our financial
statements.

Land And Home Inventory:  Land and home inventory is stated at the lower of
cost or market value,  with cost  determined  using the specific  identification
method.  Costs include land purchases,  purchase  options,  other direct project
development costs, direct home construction costs, and indirect  development and
construction costs,  including allocated salaries.  Indirect costs are allocated
to each residential  property based on relative sales value of the home and lot.
Direct costs include  construction  period  interest.  See note 3, Land and Home
Inventory, for further details on valuation methodology.

Revenue  Recognition:   Revenue  from  single-family  housing  projects  is
recognized  under the completed  contract  method,  i.e.  revenues and costs are
deferred until the contract is completed and accepted by the customer. Homes are
sold  pursuant to standard  contracts  and revenue from home sales is recognized
only when a  closing  occurs.  Revenue  from  condominium  housing  projects  is
recognized  under a modified  percentage of completion  method,  i.e. revenue is
recognized  based  on the  percentage  of costs  incurred  as  compared  to cost
estimates, up to the current value of the property's presales.

Whitemark  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.

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/(loss)  available to common  stockholders  by the weighted
average number of common shares outstanding for the period.


                                       8
<PAGE>

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/(loss) available to common shareholders by the
weighted  average  number  of common  shares  outstanding  plus net  potentially
dilutive securities.


NOTE 2:   EQUITY METHOD INVESTEE

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

The Company  originally  acquired a 40% equity  interest  in Golden  Square
Industries,  Inc.  This equity  interest was obtained as a direct  result of the
business  combination  between Golden  Triangle  Industries,  Inc. and Whitemark
Homes of Florida,  Inc.  However,  it is the  Company's  intent to dissolve that
equity interest before the end of fiscal year 2003.


NOTE 3:   LAND AND HOME INVENTORY

Land and home inventory consists of the following at September 30, 2002 and
December 31, 2001:

                                                      September 30, December 31,
                                                          2002          2001
                                                          ----          ----
Project development and construction costs        $ 12,298,002      $  9,007,960
Home construction costs                           $  6,235,344      $  6,997,302
Options to purchase land                          $  8,633,457      $ 18,115,518
Land cost                                         $ 55,224,177      $ 47,679,200
                                                  $ 82,390,980      $ 81,799,980


Options to purchase  land are valued at the excess of the fair market value
of the individual  properties or the single asset business  entity,  as the case
may be,  over their  respective  option  prices.  The  Company has the option to
purchase these  properties or single asset entities at amounts  ranging from 45%
to 99% of their  appraised  land value and expects to exercise  them within a 12
month period.  However, the Company may extend this 12 month period providing it
is mutually  agreed to by the  Company and the seller of the  property or single
asset entity.  These options were acquired through the business combination with
the  North  Florida  Consulting  group in the  fourth  quarter  of 2001 and were
included  in the value of the NFC group for  purposes of  determining  the value
assigned to the shares of Whitemark  stock issued in the  transaction.  Based on
future  circumstances  or events,  the Company may elect not to exercise certain
options or the options may expire before financing can be obtained  resulting in
a charge to earnings.  The Company will  re-evaluate  the value  assigned to the
options and adjust the value, if necessary, when the future events occur.


NOTE 4:   STOCK TRANSACTIONS

For the quarter ending  September 30, 2002, the Company issued 5,310 common
shares under its Dividend Reinvestment and Stock Purchase Plan.

During the third  quarter of fiscal  year 2002,  Whitemark  issued  Kenneth
O'Neal 603,102 shares of common stock as  compensation  for consulting  services
associated with the reverse merger of Whitemark Homes,  Inc. and Golden Triangle
Industries, Inc., as well as consulting services associated with the acquisition
of North Florida Consulting, Inc.

During the second quarter of fiscal year 2002,  Whitemark  escrowed 825,000
shares of common stock as part of a note payable  issued to Gus Andrews.  During


                                       9
<PAGE>

the third quarter of fiscal year 2002,  the shares were released to Mr.  Andrews
in accordance with the loan agreement.

During the second quarter of fiscal year 2002,  Whitemark  escrowed 203,389
shares of common  stock as part of a note  payable  issued  to  Charles  Barniv.
During the third  quarter of fiscal year 2002,  the shares were  released to Mr.
Barniv in accordance with the loan agreement.

During the third  quarter of fiscal year 2002,  Whitemark  issued Mr. Roger
Repstein of RDC Research  Development  Corporation  90,000  shares of S-8 common
stock as compensation for engineering services associated with several different
housing projects.

There were no other significant  stock  transactions for the quarter ending
September 30, 2002.


NOTE 5:   SIGNIFICANT TRANSACTIONS

In September 2002,  Whitemark  closed on a $4 million  development loan for
its Little Creek  project.  Little Creek is located in a prime  central  Florida
location  just  minutes  from  Disney,  Orlando  International  Airport  and  an
abundance  of  shopping,  restaurants,  hotels and other  themed  entertainment.
Little Creek is composed of 298 lots with sales prices  ranging from $117,000 to
$160,000.  Within the  Little  Creek  development  there are also two lakes with
lakefront  lots  available at a premium.  The Little Creek  development  will be
built in two phases.  Gross revenues  associated with this project are projected
to be  approximately  $39  million.  The  majority of these  revenues  should be
recognized over the next 24 months.

In  September  2002,  Whitemark  closed on a $3,000,000  builder's  line of
credit  with  Crown  Bank  for its  Bear  Gully  Forest  Project.  Subsequently,
Whitemark broke ground and began construction with approximately 90% of the home
sites  presold.  The  community is composed of 48 home sites on two streets with
sales prices  ranging from $145,000 to $250,000.  Within the  community  lies 18
acres of pristine  conservation areas. These conservation areas coupled with the
Seminole  Trail,  a cross county biking and walking path,  will ensure a natural
setting for all homeowners. Based on current presales and construction schedule,
the Bear Gully Forest  community  should be completely built and sold out by the
second quarter 2003.  However,  home closings in this community  should begin in
the fourth quarter 2002.  Total  revenues  generated from this project should be
approximately $9,500,000.

In August 2002,  Whitemark  entered into an Equity Line of Credit Agreement
with Cornell Capital  Partners,  L.P. Under this agreement,  Whitemark may issue
and sell to Cornell Capital  Partners common stock for a total purchase price of
up to $10.0 million.  Subject to certain conditions,  Whitemark will be entitled
to commence  drawing  down on the equity  line of credit  when the common  stock
under the Equity Line of Credit is registered  with the  Securities and Exchange
Commission and will continue for 24 months after the  accompanying  registration
statement is declared effective by the Securities and Exchange  Commission or 30
months after an amendment to this  registration  statement or a new registration
statement is declared effective. The purchase price for the shares will be equal
to 95% of the market price,  which is defined as the lowest closing bid price of
the common stock during the five trading  days  following  the notice date.  The
amount of each  advance is subject to an  aggregate  maximum  advance  amount of
$100,000  in any seven  trading  day  period.  Cornell is entitled to a one-time
commitment fee of $490,000 payable by the issuance of common stock or cash to be
paid in two  installments of $245,000.  The first  installment is payable in the
amount of $245,000 or 111,364 shares based on the date of closing and the second
installment is payable on the earlier of either Whitemark drawing  $5,000,000 of
the Equity  Line of Credit or 12 months  from the  closing  date.  In  addition,
Whitemark entered into a placement agent agreement with Westrock Advisors, Inc.,
a registered broker-dealer. Pursuant to the placement agent agreement, Whitemark
paid a one-time placement agent fee of 4,545 shares of common stock.


                                       10
<PAGE>

In August 2002,  Whitemark  raised  $550,000  from the sale of  convertible
debentures.  These  debentures are convertible  into shares of common stock at a
price equal to either (a) an amount equal to one hundred  twenty  percent (120%)
of the  closing bid price of the common  stock as of the closing  date or (b) an
amount  equal to eighty  percent  (80%) of the average  closing bid price of the
common stock for the four  trading days  immediately  preceding  the  conversion
date. If such conversion had taken place at $.40 (i.e.,  80% of the recent price
of $.50),  then the holders of the  convertible  debentures  would have received
1,375,000 shares of common stock.  These convertible  debentures accrue interest
at a rate of 5% per year  and are  convertible  at the  holder's  option.  These
convertible  debentures have a term of two years. At the Company's option, these
debentures  may be paid in cash or  redeemed  at a 12%  premium  prior to August
2004. In the event  Whitemark  exercises a redemption of either all or a portion
the convertible debentures, the holder will receive a warrant to purchase 10,000
shares  of common  stock  for  every  $100,000  redeemed.  The  warrant  will be
exercisable  on a "cash  basis" and have an exercise  price equal to 120% of the
closing bid price of the common stock.  The warrant will have  "piggy-back"  and
demand  registration  rights and will terminate two years after issuance.  Under
the terms of the registration rights agreement, Whitemark was required to file a
registration  statement  with the SEC  registering  the  shares of common  stock
underlying  the  debenture.  Whitemark  has paid  Cornell a fee of  $34,500  and
granted  Cornell a security  interest in certain  real  estate for an  extension
until December 31, 2002 to file the registration statement.

In September 2002, Whitemark decided not to renew its option to purchase an
1100 acre parcel of land in  Galveston,  Texas and a 21 acre parcel of land near
Panama City  Beach,  Florida and a single  asset  business  entity to purchase a
25,681 square foot parcel of land in downtown Houston, Texas. These land options
were acquired as a result of Whitemark's acquisition of North Florida Consulting
in the fourth quarter of 2001 and were valued at approximately  $1.9 million net
of the  associated  liabilities.  The reasoning for not renewing the options was
the cost of the renewals,  as well as the short term economic feasibility of the
projects.


NOTE 6:   SUBSEQUENT EVENTS

None


NOTE 7:  COMMITMENTS AND CONTINGENCIES

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 in an amount not less than  $800,000.  Whitemark is not disputing
that  money  is owed to  Heller  but is  awaiting  the  results  of the  related
project's  financial  audit  before  agreeing  on the final  settlement  amount.
Heller's accountants are currently performing the financial audit of the subject
project with the audit  expected to be completed  this year. As of September 30,
2002, Whitemark has accrued  approximately  $760,000 in a note payable to Heller
associated  with this issue and believes that any increase in claim greater than
this amount should be  immaterial.  However,  any claim greater then $760,000 as
determined   by  the   project's   financial   audit  will  require   additional
investigation by Whitemark.


                                       11
<PAGE>

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


General Overview

The Company  develops  real estate and builds  homes.  These  efforts  have
historically  been   concentrated  in  under-served   markets  for  entry-level,
first-time  move-up,   and  vacation  homebuyers.   However,   efforts  are  now
additionally  focused on the  mid-level  homebuyer  with housing  products  from
$180,000 to  $350,000,  as well as the  vacation  condominium  market with first
class  amenities.  In  addition,  the  Company  is also  servicing  its  upscale
homebuyers with beachfront  custom homes which can sell in excess of $1,000,000.
On a national level, housing construction continues to remain in a growth trend,
which is a good sign in light of other  indications  of  slowing  growth and the
uncertainty in the economy.  Indicators for  construction  have shown  continued
growth even as consumer spending and the industrial sector have slowed. In fact,
according to the Orlando Sentinel Newspaper,  Florida led the nation in new home
building  permits for the first and second quarter of 2002. The Kiplinger Letter
has stated that its  forecasts  predict that  housing will  continue to generate
economic  warmth  and will  provide  support  for the rest of the U.S.  economy.
Recent reductions in interest rates by the Federal Reserve have lowered the cost
of  construction  financing  and have also resulted in lower  mortgage  rates to
homebuyers,  although to a lesser  extent.  Projects in the Company's  inventory
should  produce  growth in  revenues  and profits  over the next five years.  As
mentioned above,  interest rates and consumer confidence are driving the housing
industry.  Statistics  indicate that both unemployment and interest rates in the
Company's  largest  target  market (the Orlando,  Florida  area)  continue to be
relatively low.

According to the Orlando Sentinel  Newspaper,  Orlando continues to rank in
the top five destination  cities for foreign  travelers in the U.S. As a result,
resort home  development has become a significant  part of home  construction in
Florida. Additionally, The Crittenden Report, one of the nation's leading weekly
newsletters  on real estate  finance  reported that resort areas are expected to
see continued significant  population gains. These areas grew at an average rate
of 14% during the 1990's.  Various  analysts with Amsouth Bank and Deutsche Bank
have reviewed the trends of 'baby boomers'  during the 1990's and have concluded
that a high percentage will be looking either to move up or to acquire  vacation
homes.  Because this growth trend is fueled by retirees and 'baby  boomers,' the
extended  implication would include growth in recreational,  medical,  and other
supporting services.  As a result, we believe that demand for homes in all price
ranges should remain high.

In addition to residential development and home building, the Company has a
subsidiary  that  assists  home  buyers in  obtaining  mortgages  and  accessing
mortgage  assistance  programs  aimed  at the  Company's  target  markets.  This
subsidiary,  originally  established to augment the Company's sales efforts, now
provides these services to the public.  The Company has developed a business and
marketing plan which focuses on expanding the mortgage business and the services
it offers to attempt to capture a greater market share.  Currently,  the Company
has a distinct niche in the affordable housing arena,  whereby the Company takes
full advantage of government down payment assistance  programs.  We believe that
the Company has  developed  relationships  and programs  which result in various
financing opportunities for home buyers which are not readily available from the
majority of mortgage brokers throughout the industry.

The Company is continually  exploring  opportunities to purchase parcels of
land for its development and home building operations and is, at any given time,
in  various  stages  of  proposing,  making  offers  for,  and  negotiating  the
acquisition of various parcels, whether outright or through options. The Company
continues  to increase  its land  development  and  construction  activities  in
response to current and anticipated demand and expects to pursue additional land
acquisition and development opportunities in the future.


                                       12
<PAGE>


The Company had over 20  communities  in various  stages of  completion  at
September  30, 2002.  In addition,  the Company has  scheduled to acquire  other
projects  consisting of permitted land which is contingent upon  financing.  All
current and  projected  projects  have a total  estimated  revenue  potential in
excess of $500  million.  However,  this  potential  revenue  includes  land (or
projects) which  Whitemark is under option to purchase.  Should  Whitemark,  for
whatever reason,  not exercise its option to purchase the land (or project),  or
sales do not meet  expectations,  the current  estimated revenue potential could
decrease dramatically.


Liquidity and Capital Resources

The  Company's  financing  needs  are  provided  through  cash  flows  from
operations,  bank borrowings, and private and public debt and equity markets. In
addition, see NOTE 5: SIGNIFICANT  TRANSACTIONS noting the Equity Line of Credit
Agreement with Cornell Capital Partners,  L.P. and the convertible  debenture as
additional capital resource. Cash flow from operations declined during the first
nine  months of 2002 from the same  period of 2001  largely  due to the costs of
developing the infrastructure and predevelopment  costs associated with numerous
properties.  However,  this was  anticipated  and cash  flow  from  homebuilding
activity  should increase as the home inventory  begins to close  throughout the
remainder  of the year and into the  subsequent  years.  Of the  $55,330,000  of
current  presale  backlog,  more than 90% of this  revenue  is  projected  to be
generated  in fiscal year 2003 and beyond.  This  forecast  has changed from the
prior  period  primarily  due to  previous  plans to sell the  entire  Muirfield
condominium  project in Destin,  Florida  versus  developing  the project  until
sell-out.  Selling or  `flipping' a project can  generate  revenue and cash more
quickly,  but this is  usually  done at lower  profit  margins.  Currently,  the
Company is still in the process of attempting  to obtain the financing  required
to develop the Muirfield  project.  If financing for this and other projects are
not obtained within the required time frame, it may be necessary to liquidate or
write-off  assets in order to  protect  other  Company  assets  which are income
producing.  Based on these factors, it is likely that the Company will liquidate
or write-off  certain assets in the forth quarter if financing  arrangements can
not be completed.

Muirfield  I is a 220  unit,  24  story,  high  rise  condominium  project,
complete with cabanas,  restaurants  and world class  amenities.  Due to current
zoning  constraints,  Muirfield I will be one of the last high rise  condominium
buildings to be erected in Walton County.  Standing 24 stories and approximately
280 feet in the air,  it will also  have the  distinction  of being the  tallest
building  in Walton  County.  There is an 18 hole golf  course,  tennis  courts,
multiple  swimming  pools,  and over 2000 feet of beautiful,  white sandy beach.
Muirfield  has  direct  access  to the beach and  large  balconies,  which  give
excellent views of the Gulf of Mexico and Choctawhatchee  Bay. Final design work
is complete  and a  guaranteed  maximum  price  construction  contract  has been
received,  but not  executed.  Whitemark  is in the  process of  securing  first
mortgage construction  financing,  not to exceed 75% of total development costs.
At present  there are  reservations  on  approximately  130 units with a presale
value of approximately  $36 million.  Construction will commence upon converting
sufficient reservations to binding contracts with 20% non-refundable deposits to
satisfy the first  mortgage  lender's  presale  requirement.  At such time,  the
equity and debt financing  will close and  construction  would start.  Units are
expected  to be  deliverable  in  late  2004  with a  total  sell-out  value  of
approximately  $70 million.  Management has decided to develop the project until
sell-out. Therefore, projected profits from the project will be greater with the
majority of revenue being earned throughout fiscal years 2003 and 2004.

On  September  30,  2002,  the  Company  had   outstanding   borrowings  of
approximately  $55.1  million.  This is an increase  from  December  31, 2001 of
approximately  $0.74  million  as a result  of  additional  borrowings  for land
acquisition and development  less payments made on outstanding  loans.  However,
the  majority of this debt is  non-recourse  and project  specific as it relates
directly to the lender.  However,  the Company has made certain  guarantees  and
indemnifications  to individuals  who have personally  guaranteed  certain loans
made to the Company.  In addition,  many of the notes payable are not subject to
debt service until the note becomes due or have an interest reserve  established


                                       13
<PAGE>

with the lender. The Company's  objective is to either presell the properties to
the point  where  construction  can begin or to sell the  property  for a profit
prior to the note coming due.

The  Company   currently   finances  its  projects  with  project  specific
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,  we 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.


Real Estate, Economic and Other Conditions

The  homebuilding  industry  is  sensitive  to changes in general  economic
conditions such as levels of employment,  consumer confidence,  consumer income,
interest rates,  availability  of financing for  acquisition,  construction  and
permanent  mortgages,  demand for housing and condition of the resale market for
used homes.  In general,  housing  demand is adversely  affected by increases in
interest rates,  housing costs and unemployment.  The industry has, from time to
time,  experienced  fluctuating lumber supply and prices, and shortages of other
materials, including insulation, drywall and concrete. In addition, the industry
sometimes  suffers from a shortage of labor including  carpenters,  electricians
and  plumbers.  Delays in  construction  due to these  factors  or to  inclement
weather conditions could have an adverse impact on Whitemark's operations.

Customers:  Whitemark's  customers  are primarily  entry-level,  first-time
move-up, vacation and middle income homebuyers.  These buyers generally look for
single-family  or  vacation  homes  that  range in  price  between  $110,000  to
$500,000.

Competition: The housing industry is highly competitive. Whitemark competes
with many home builders and developers,  ranging from local to national, some of
which have greater sales and financial  resources  than  Whitemark.  Competitive
factors  include  availability  of  land,  location,   price,  design,  quality,
construction  costs,  marketing  expertise,  reputation  and providing  mortgage
financing.

Government  Regulation:  The  housing  industry  is  subject  to  extensive
regulatory  requirements on the local,  state and federal level. The regulations
are subject to frequent changes that may increase construction costs.  Whitemark
must comply with various rules, some of which relate to the environment,  worker
safety,  advertising,  consumer  credit,  treatment of waste,  building  design,
construction  materials that must be used,  minimum  elevation of properties and
licensing,  registration  and filing  requirements.  Local  regulations  include
restrictive  density and zoning  requirements  limiting the number of homes that
can be built within certain boundaries. Environmental laws may result in delays,
cause Whitemark to incur substantial  compliance costs and restrict  development
in certain  environmentally  sensitive  areas.  Also, the climate and geology in
some parts of Florida  present risks of natural  disasters that could  adversely
affect the building industry.  Whitemark's  mortgage  financing  subsidiary must
comply with applicable real estate lending laws and regulations.


Risk Factors

Whitemark  is  subject  to  various  risks  that  may  materially  harm its
business,  financial  condition and results of operations.  You should carefully
consider the risks and  uncertainties  described below and the other information
in this filing before making any investment  decision.  If any of these risks or
uncertainties  actually occur,  our business,  financial  condition or operating
results  could be  materially  harmed.  In that case,  the trading  price of our


                                       14
<PAGE>

common stock could decline and you could lose all or part of your investment.


Risks Related to Our Business

1. Whitemark will need to raise additional capital to finance operations;

We have relied on significant  external  financing to fund our  operations.
Such financing has  historically  come from a combination of borrowings and sale
of  securities  to third  parties  and funds  provided by certain  officers  and
directors.  We cannot assure you that financing whether from external sources or
related parties will be available if needed or on favorable terms. Our inability
to  obtain  adequate  financing  will  result  in the need to  curtail  business
operations.  Any of these events could be materially harmful to our business and
may result in a lower stock price. We will need to raise  additional  capital to
fund our anticipated operating expenses and future expansion.

2. The price of our stock may be affected by a limited  trading  volume and
may fluctuate significantly;

Historically,  there has been a limited  public market for our common stock
and there can be no assurance  that an active  trading market for our stock will
develop.  The absence of an active  trading  market could  adversely  affect our
stockholders'  ability  to sell  our  common  stock in short  time  periods,  or
possibly at all. Our common stock has  experienced,  and is likely to experience
in the future,  significant price and volume  fluctuations which could adversely
affect  the  market  price  of  our  stock  without   regard  to  our  operating
performance. In addition, we believe that factors such as quarterly fluctuations
in our financial  results and changes in the overall economy or the condition of
the  financial  markets  could cause the price of our common  stock to fluctuate
substantially.

3.  Whitemark's  success is highly  dependent  upon our  ability to compete
against competitors that have significantly greater resources than we do;

The homebuilding  industry is highly competitive,  and we believe that this
competition will intensify.  Many of our competitors,  who are home builders and
developers,  have longer operating  histories,  significantly  greater financial
resources,  technical resources,  availability of land, location, price, design,
quality,   construction  costs,  marketing  expertise,   reputation,   and  more
competitive mortgage financing than we do.

4. Whitemark could fail to attract or retain key personnel;

Our success  largely depends on the efforts and abilities of key executives
and consultants, including Larry White, our President and Chairman of the Board,
and Mitchell R. Gordon, our Chief Financial Officer. The loss of the services of
either Mr. White or Mr. Gordon could materially harm our business because of the
cost and time  necessary to replace and train a  replacement.  Such a loss would
also divert management attention away from operational issues.

5. The homebuilding business is susceptible to changes in economic factors,
such as changes in interest rates and business cycles;

Sales have varied  significantly  between  quarters  as a result of,  among
other  things,  the  timing  of  home  closings,  the  cyclical  nature  of  the
homebuilding  industry,  changes in prevailing interest rates and other economic
factors.  This variability could result in a significant drop in revenue in both
our home building business and financing  business,  which could have a material
adverse effect on Whitemark finances and result in a decline in its stock price.


                                       15
<PAGE>


6.  Whitemark's  industry is  regulated  and we must  adhere to  government
regulations;

We must obtain the approval of various governmental  authorities regulating
matters such as permitted land uses and levels of density,  the  installation of
utility  services such as water and waste disposal and the dedication of acreage
for open space, parks, schools and other community purposes. In Florida, several
authorities  have imposed impact fees.  This is a means of defraying the cost of
providing certain  governmental  services to developing areas, and the amount of
these fees has recently increased  significantly.  Other laws require the use of
specific  construction  materials,  which  reduce the need for  energy-consuming
heating and cooling systems,  or are expected to withstand  certain wind speeds.
Certain states have, at times,  declared moratoriums on the issuance of building
permits and imposed other restrictions in areas where the infrastructure  (e.g.,
roads,  schools,  parks, water and sewage treatment  facilities and other public
facilities) does not reach minimum standards, all of which could have a material
adverse effect on our business, operating results and financial condition.

7. Whitemark's industry must adhere to all environmental regulations;

We  are  subject  to a  variety  of  federal,  state  and  local  statutes,
ordinances,  rules and  regulations  regarding  the  community's  health and the
environment.  These  environmental  laws  vary  greatly  according  to  location
conditions and the uses of the site. As a result,  these  environmental laws may
cause  delays.  These delays would  result in  additional  costs and prohibit or
severely restrict  development in certain  environmentally  sensitive regions or
areas.  Prior to  consummating  the  purchase  of land,  We  engage  independent
environmental  engineers to evaluate  such land for the presence of hazardous or
toxic materials, wastes or substances. Whitemark, as a current or previous owner
or  operator  of real  property,  may be held liable for the costs of removal or
remediation  of  certain  hazardous  or  toxic  substances,  including,  without
limitations,  asbestos-containing  materials,  that could be  located  on, in or
under such property under certain environmental laws. These laws and regulations
impose  liability  whether we have  knowledge of, or were  responsible  for, the
presence  of the  hazardous  or  toxic  substances.  The  cost  of any  required
remediation or removal of the substances  could be substantial and our liability
as an owner or operator as to any property is generally  not limited  under such
laws and  regulations,  and could exceed the property's  value and our aggregate
assets.  Whitemark's  ability to sell, rent or develop a property,  or to borrow
using a property as collateral may be adversely  affected by the presence of the
substances  or  failure to  remediate  such  substances  properly.  Under  these
environmental regulations, Whitemark, as an owner, operator, or as an entity who
arranges  for  the  disposal  of   hazardous  or  toxic   substances,   such  as
asbestos-containing  materials, at a disposal site, may also be liable for these
costs, as well as certain other costs, including governmental fines and injuries
to persons or properties. To date, we have not incurred any significant costs of
removal  or  remediation  of  such  hazardous  toxic  substances.  However,  the
presence, with or without our knowledge, of hazardous or toxic substances at any
property  held or operated by  Whitemark,  could  adversely  affect  Whitemark's
business, operating results and financial condition.

8. Whitemark's industry is required to obtain certain permits;

Certain  permits and  approvals  are required to complete  the  residential
developments  currently being planned by Whitemark,  including land  development
permits (water,  sewer, paving and drainage),  sales center permits,  model home
permits and building permits.  The process of obtaining permits and approvals is
an ongoing process.  Our ability to obtain  necessary  approvals and permits for
these  projects is often beyond our control,  and could  restrict or prevent the
development  of otherwise  desirable  property.  The length of time necessary to
obtain permits and approvals increases the carrying costs of unimproved property
acquired for the purpose of  development  and  construction.  In  addition,  the
continued effectiveness of permits already granted is subject to factors such as
changes  in  policies,  rules  and  regulations  and  their  interpretation  and
application. Whitemark generally restricts land purchases to tracts that have or
will have zoning and all other related entitlements.


                                       16
<PAGE>

9. Whitemark provides warranties on the homes it sells, which could lead to
substantial expenses;

Our customer  service  personnel are responsible for  pre-closing,  quality
control home inspections with the buyer and responding to post-closing  customer
needs.  We believe the  participation  of  customer  service  personnel  reduces
post-closing  repair  costs,  promotes  Whitemark's  reputation  for quality and
service and fosters  referral  business.  Whitemark  provides  homebuyers with a
limited warranty program,  which, in general provides homebuyers with a one year
warranty on workmanship and building  materials through the Bonded Builders Home
Warranty Association. This limited warranty meets the standard for acceptability
of insured ten year  protection  plans as set by the  Department  of Housing and
Urban  Development (HUD) published in the Federal Register Volume 55 No. 194 and
the Department of Veterans Affairs (VA). Historically,  We have not incurred any
significant costs relating to warranty claims or defects in construction.


Other Information

Equipment: Whitemark does not anticipate incurring any significant expenses
for the purchase of equipment over the next 12 months.

Employees:   Whitemark  and  its   subsidiaries   employed  45  individuals
(including  the  executive  officers)as  of  September  30,  2002.  None  of our
employees are represented by a labor  organization and we are not a party to any
collective bargaining  agreements.  Whitemark does not anticipate increasing the
number of employees over the next 12 months.

Quality   Service:   Whitemark  uses  the  latest   technology  and  proven
construction  methods to ensure its homes are of the  highest  quality.  This is
evidenced by: (1) a Customer  Service  Award issued by the Bonded  Builders Home
Warranty  Association  stating "Bonded Builders is proud to recognize  Whitemark
Homes as one of Florida's  finest  builders for the  distinction of being claims
free for 1998";  (2) Member in Good Standing issued by the National  Association
of Home Builders;  and (3) Homeowner  Evaluation  forms and letters  showing the
satisfaction of customers. Due to Whitemark's in-depth construction expertise, a
range of construction methods is utilized  incorporating the choices made by the
customer  and the building  plan  requirements.  Besides  being one of Orlando's
premier home  builders,  for both custom and  affordable  homes,  Whitemark also
develops many of its own residential communities. As a developer/builder,  great
care and attention is given to preserving the natural setting of the land during
the planning and construction  stages. Each lot is carefully cleared in order to
keep as many trees and natural  vegetation as possible.  Our attention to detail
and fine craftsmanship has gained us many national,  regional,  and local awards
including:  East and Pacific Builders "Gold Nugget Awards," Southeast  Builders'
Conference "Aurora Award," Home Builders'  Association of Mid-Florida "Parade of
Homes Winners," and Orlando's "Choice Awards Winners."


Management Team

Whitemark's present directors and executive officers are as follows:

Name                       Age   Position
------------------------------------------

Kenneth `Larry' White      54    Chairman of the Board/President
Mitchell Gordon            36    Director/Vice President/Chief Financial Officer
William Rigsby             46    Vice President
Wayne Adkinson             46    Vice President
Scott D. Clark             46    Director/Secretary/Treasurer
Hugh W. Harling            58    Director
Karen Lee                  42    Director

The following is a brief description of the background of the directors and
executive officers of Whitemark.


                                       17
<PAGE>

Larry White  (President and Chairman of the Board):  Larry White  graduated
from Lamar  University with a BBA in accounting in May 1972. Mr. White began his
career as a  Certified  Public  Accountant  with  Arthur  Anderson  & Company in
Houston,  Texas.  His  responsibilities  as a senior  auditor gave him excellent
experience in the importance of "cash flow management" and overall "bottom line"
results.  His  accounting  and auditing  experience  exposed him to a variety of
companies,  from small private corporations to large publicly traded Fortune 500
companies.  Since 1976, Mr. White has been in the real estate business. His real
estate career began with Harris  Development  Corporation in Houston,  Texas. As
executive  vice  president,   he  was   responsible  for  product   development,
construction  and  marketing of  apartments,  condominiums,  town homes,  single
family homes and  subdivision  development.  This  division  generated  over $20
million in annual revenues. Some of the developments were syndicated via limited
partnerships  of which  Mr.  White  was  responsible  for the  negotiations  and
financing  related  thereto.  Prior to  forming  Whitemark,  Mr.  White was vice
president of  Woodlands  Commercial  Development  Corp.  and general  manager of
Hometown  Builders  in Houston,  Texas.  He was  responsible  for  creating  and
operating a  construction/development  company as a subsidiary  of The Woodlands
Corporation  (a  nationally  recognized  25,000 acre master  planned  "new town"
community). This company developed apartments,  town homes, condominiums,  patio
and single family detached housing. Annual revenues were between $15-$25 million
with Mr. White's responsibilities including feasibility, market studies and land
planning.  From  1985 to the  present  Mr.  White  has  been  the  president  of
Whitemark.  Mr. White's overall  responsibilities  include land  acquisition and
development,  financing, home construction,  marketing and sales. He is a member
of the American  Institute of Certified Public Accountants and the Texas Society
of Certified Public Accountants.

Mitchell Gordon (Vice  President,  Chief  Financial  Officer and Director):
Mitchell R. Gordon, graduated with a B.S. in Business Administration from Towson
State  University and an MBA in Business  Administration  from the University of
Baltimore.  He worked in the  research  department  for Legg Mason  Real  Estate
Research Group in 1988 and 1989. He was a Senior Consultant with David J. Burgos
&  Associates  from  1990  through  1993,  and a Senior  Manager  with KPMG Peat
Marwick, LLC from 1993 through 1997. From 1997 to April 2002, he was employed as
the Chief  Financial  Officer for Soundelux  Entertainment  Group.  Mr. Gordon's
responsibilities  included  all  accounting  and  administrative  functions.  He
performed  reviews of weekly and monthly  financial  reports for a $130  million
organization  with  over  300  employees,  directly  supervising  a staff of six
employees  with more than thirty  subordinates.  He maintained a position on the
finance committee,  made regular reports to the board of directors, and prepared
budgets. In addition,  Mr. Gordon facilitated legal matters,  maintained banking
relationships,   and  coordinated   efforts  with  external   auditors.   Recent
accomplishments  include  identification,  negotiation  and  execution  of  four
strategic  acquisitions  and several spin-off  situations.  Mitchell Gordon is a
Certified  Public  Accountant and is a member of the AICPA,  FICPA and MACPA. He
joined Whitemark in April 2002.

William  Rigsby  (Vice  President):  William  Rigsby  graduated  from Lamar
University  in Beaumont,  Texas,  in 1982.  He earned a BS degree in  industrial
engineering  with  postgraduate  work  including   engineering   administration,
applications of basic management theory in the engineering environment, computer
aided design, and manufacturing  analysis.  His academic achievements placed Mr.
Rigsby on the Dean's List as well as the Alpha Pi Mu National  Engineering Honor
Society.  He began his career in 1978 as the  production  and design manager for
Beaumont Homeowners Construction Co. in Beaumont,  Texas. He was responsible for
job scheduling,  warehousing,  bid preparation  and materials  procurement.  Mr.
Rigsby served as purchasing manager for the Woodlands  Development  Corporation,
DBA Hometown  Builders (a division of Mitchell  Energy &  Development)  and as a
senior  construction  supervisor for Friendswood  Development Corp., DBA Village
Builders (a division of Exxon Co. USA). His tenure with the two companies  gives
Mr. Rigsby extensive experience in implementing efficient purchasing procedures,
personnel  management and computerized  contracting  systems.  Mr. Rigsby has an
excellent  history  of  delivering  housing  units on  schedule  and at or below
budget/proforma  targets resulting in him being a recipient of the "Golden Nail"
award.  Mr. Rigsby has worked for  Whitemark for the past eleven years.  As vice
president and operations  manager of Whitemark,  Mr.  Rigsby's  responsibilities
include  construction  management,  purchasing,  and  estimating  for  all  land


                                       18
<PAGE>

development  and  residential  construction.  His  education  and  experience in
engineering  brings a high degree of  discipline  in the areas of critical  path
scheduling,  materials  usage and individual time studies for on site and office
tasks. He develops and maintains  purchasing and estimating systems.  Mr. Rigsby
is a state  certified  general  contractor,  a member  of the Mid  Florida  Home
Builders  Association  and American  Institute of Industrial  Engineers.  He was
first elected as Vice-President in 2000.

Larry  Wayne  Adkinson  (Vice  President):  Larry Wayne  Adkinson  has been
involved in the real estate  development and home building  business since 1980,
first as project manager for Regal Homes and Precision  Component Inc. From 1982
through 1985 he was the president of the Commercial Building Division of Capital
Construction  Company,  president  of the Home  Builders  Division  of  American
Designer  Homes,  and executive  vice  president of DGI. He was the president of
Adkinson  Construction Company from 1993 through 1997. He was the vice president
of North Florida  Consulting,  Inc. from 1998 through November 21, 2001, and has
been the president  since that date.  Mr.  Adkinson has extensive  experience in
developing prestigious waterfront resort properties and upscale homes, including
single family and  condominium  units,  and has been  involved in  approximately
fifty projects. Mr. Adkinson was first elected as Vice-President in 2001.

Scott D. Clark  (Director,  Secretary  and  Treasurer):  Scott D. Clark was
admitted  to the Florida Bar in 1980 and is with the law firm of Scott D. Clark,
P.A. in Winter Park,  Florida.  He  specializes  in Real  Property Law, Land Use
Planning and Development  Law, Banking Law, Special Tax District Bond Financing,
and  Condominium  Law. He is a member of the Orange County Bar  Association  and
Member Sections on Real Property,  Probate and Trust Law,  Corporation,  Banking
and Business Law, Tax,  Condominium  and Planned  Development  Committees of the
Florida  Bar.  He  graduated  from the  University  of Florida  with a degree in
Journalism and a law degree,  both with high honors. He is a member of Phi Kappa
Phi and the Order of the Coif.  Mr. Clark was on the  University  of Florida Law
Review,  1978-1979 and authored,  "1979 Statutory  Reform Partially Solves Usury
Regulation  Defects".  He has been  appointed to the Seminole  County  Citizens'
Concurrency Advisory Committee, and the Seminole County Road Impact Fee Advisory
Committee.  Additionally,  Mr.  Clark sits on the  Seminole  County  Development
Advisory Board, the Executive Committee of the Home Builders Association of Mid-
Florida Board of Directors, and Florida Christian College Advisory Board. He was
elected to his positions at Whitemark in 2000.

Hugh W. Harling Jr. (Director):  Hugh W. Harling, Jr., P.E., is the founder
and  owner  of  an  engineering  firm  in  Central  Florida   integrating  Civil
Engineering,  Land Planning and Surveying since June 1980.  Prior to forming his
own firm, he served as Regional Manager of a large local consulting  engineering
and  planning  firm,  where  he  managed  the  firm's  expanding  operations  in
surveying,  land  planning,  civil  and  environmental  engineering  design.  He
graduated  from the  University of Florida with a Civil  Engineering  degree and
obtained a Master of Business Administration from Florida State University.  Mr.
Harling's expertise is land development,  comprehensive  planning, and utilities
and  drainage  sanitary  engineering.  Mr.  Harling  is a  board  member  of the
Mid-Florida  Home  Builders  Association,  former  mayor of  Altamonte  Springs,
Florida;  member of the Underground Utilities Examining Board; past president of
the Florida  Planning and Zoning  Association,  and a member of the National and
American Society of Civil Engineers. He was elected as a Director in 2000.

Karen Lee  (Director):  Karen Lee  graduated  with high  honors  from Cisco
Junior  College.  She  administers  the  operation  of  Whitemark's  offices  in
Springtown,  Texas,  does  much  of the  research  and  writing  for  filing  of
Securities and Exchange Commission documents, and performs transfer agent duties
and stockholder  record keeping for Whitemark.  She is a member of the Southwest
Securities Transfer Association, Inc. Ms. Lee has been employed by Whitemark for
the past 22 years.



                                       19
<PAGE>


Audit Committee Report

The Audit  Committee  oversees  and  reports  to the Board  concerning  the
general  policies  and  practices  of  Whitemark  with  respect  to  accounting,
financial reporting, and internal auditing and financial controls. The Board has
not adopted a written charter for the Audit Committee.

The Audit  Committee  recommended to the Board the selection of Whitemark's
accountant,  reviewed  written  disclosures  and  letters  from the  independent
accountant,  discussed with the independent  accountant  matters relating to its
independence,  and reviewed and discussed the audited financial  statements with
Management.  The  discussions  included  matters  required  to be  discussed  by
Statement on Auditing Standards No. 61 (Communication with Audit Committees) and
matters in the written disclosures required by the Independence  Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). On the basis of
these discussions and reviews,  the Committee  recommended to the Board that the
audited  financial  statements be included in Whitemark's  Annual Report on Form
10-K for the year ended  December 31, 2001,  for filing with the  Securities and
Exchange Commission.


Members of the Audit Committee

Scott D. Clark - see bio noted  above.  As of  December  2002,  Scott Clark
resigned  as a member of the audit  committee.
Hugh W. Harling, Jr. - see bio noted above


Results Of Operations

In  an  effort  to  maintain  the  integrity  of  the  Company's  financial
statements and be as proactive as possible in disclosing relevant information to
the Company's  shareholders,  Whitemark  concluded that an amended third quarter
10-Q/A  was  necessary  for  accurate  and  timely  financial  reporting  versus
recording a fourth quarter prior period adjustment.

The basis for the amended  third  quarter  10-Q/A  results from  additional
disclosures  required by the  Sarbanes-Oxley  Act which were not included in the
original  10-Q  filing,  as well as a change  in the  accounting  treatment  for
certain assets which were written off the balance sheet during the third quarter
2002. More specifically,  in September 2002,  Whitemark decided not to renew its
option to purchase an 1100 acre parcel of land in Galveston, Texas and a 21 acre
parcel of land near  Panama  City Beach,  Florida  and a single  asset  business
entity to purchase a 25,681  square  foot  parcel of land in  downtown  Houston,
Texas.  These land options were acquired as a result of Whitemark's  acquisition
of North  Florida  Consulting  in the fourth  quarter of 2001 and were valued at
approximately $1.9 million net of the associated liabilities.  The reasoning for
not renewing the options was the cost of the renewals, as well as the short term
economic feasibility of the projects.

Previously,  Whitemark  had  written  off the  aforementioned  assets  as a
reduction of the asset and related  liability with an offset directly to equity.
Due to  filing  deadlines,  Whitemark  filed  the  third  quarter  10-Q with the
understanding that this accounting treatment was proper based on the recordation
of the original  transaction.  Upon further  review by both  management  and the
Company's  independent  auditors,  it was determined that a change in accounting
treatment for this  transaction was required.  Although the change in accounting
treatment also resulted in a reduction of the asset and related  liability,  the
offset is an increase in `other expense' which has a direct impact on the income
statement.  This change in accounting  treatment results in an immaterial change
to the balance sheet, but an additional $1.9 million  non-operational expense to
the income statement.


                                       20
<PAGE>

Upon the  conclusion  that the change in  accounting  treatment was proper,
Whitemark's  Board of  Directors  immediately  decided to file an amended  third
quarter  10-Q/A in order to maintain the  propriety of the  Company's  financial
statements.


Three Months Ended September 30, 2002 Compared To September 30, 2001

Highlights of Whitemark's  third quarter numbers for the three months ended
September 30, 2002 are as follows:

Whitemark's  revenues from home sales for the quarter  ended  September 30,
2002  increased from  $2,234,661 to $3,815,028 in the  comparable  period in the
prior year.  This is an increase of  $1,580,367 or 71%.  Whitemark  delivered 19
homes during the quarter with an average selling price per home of $151,052.  In
the comparable  period in the prior year,  Whitemark  delivered 18 units with an
average selling price per home of $124,148.  Management  believes that the small
number of homes sold is a temporary situation partially created by a restriction
in  Whitemark's  available  lot inventory as certain  development  projects were
reaching maturity during the previous nine months and new lot inventory was only
beginning to be available for sale during the second quarter of 2002. Management
believes  that  changes in the average  selling  price of homes  delivered  from
period  to  period  are   attributable  to  discrete  factors  at  each  of  its
subdivisions,  including product mix and premium lot availability, and cannot be
predicted  for future  periods with any degree of  certainty.  Whitemark has not
earned  revenue  from the sale of  condominium  units,  although  it has several
condominium projects in the planning stages with significant presales.

Gross profit for the three months ended  September 30, 2002 was $873,467 or
23% of sales,  as compared to $430,874 or 19% of sales in the comparable  period
in the prior  year.  The costs of homes sold  during  the third  quarter of 2002
increased  $1,137,774  to  $2,941,561  when compared to the same period in 2001.
This is  primarily  due to the related  increase in home  deliveries  and higher
average selling prices.  Although the cost of homes is directly  attributable to
the product mix,  Whitemark  operates with several internal  control  processes,
which help to ensure that  projected  gross profit  margins are  maintained  and
quality control standards are met.

Selling,  general, and administrative expenses increased to $784,355 in the
third quarter of 2002, which is an increase of $291,109 or 59% from $493,246 for
the three months ended  September 30, 2001.  The increase in operating  expenses
was  principally  a result of the  selling,  general  and  administrative  costs
associated with North Florida  Consulting,  which was acquired during the fourth
quarter 2001.

Profit from  operations  for the three months ended  September 30, 2002 was
$89,112  compared to a loss from  operations  of ($62,372)  for the three months
ended September 30, 2001, an increase of $151,484.

Interest  expense  decreased by $15,277 in the three months ended September
30, 2002 to $84,340  from  $99,617 in the  comparable  period in the prior year.
This decrease is primarily attributable to our current product mix and financing
arrangements. Whitemark obtains construction loans and other borrowings in order
to purchase land and build homes.  Whitemark  incurs  interest  charges on these
borrowings,  with  rates  varying  from  4.75%  to 25%  per  year.  Interest  is
capitalized  as  land  development   costs  until  projects  reach   substantial
completion. Upon completion of the development phase, interest is expensed.

Other expense  increased by $1,881,459 in the three months ended  September
30, 2002 to $1,908,991 from $27,532 in the comparable  period in the prior year.
This increase is solely due to a change in accounting  treatment as noted above.
As part of the  write-off  of  specific  land  options as noted  above,  Note 5:
Significant  Transactions,  the Company  incurred a  non-operational  expense of
approximately $1.9 million.


                                       21
<PAGE>

Net Loss: Net loss for the three month period ending September 30, 2002 was
($1,904,219)  as compared to a net loss of ($189,521) for the comparable  period
in the prior year.  The increase in net loss of  $1,714,698  was a result of the
factors discussed above.


Nine Months Ended September 30, 2002 Compared To September 30, 2001

Revenues:  Whitemark's  revenues  from home sales for the nine months ended
September 30, 2002 increased from  $7,038,975 to $10,612,339  when compared with
the same period of 2001. This is an increase of $3,573,364 or 51%. The number of
homes  delivered for the nine months ended  September 30, 2002 was 53 units with
an average  selling  price per home of $144,628.  Management  believes  that the
small  number of homes  sold is a  temporary  situation  partially  created by a
restriction  in  Whitemark's  available  lot  inventory  as certain  development
projects were reaching maturity during fourth quarter 2001 and new lot inventory
was only  beginning to be available  for sale during the first  quarter 2002. We
believe  Whitemark is now poised to reap the benefits from the  acquisition  and
development  of raw land.  Management  also believes that changes in the average
selling  price of homes  delivered  from  period to period are  attributable  to
discrete factors at each of its subdivisions,  including product mix and premium
lot availability,  and cannot be predicted for future periods with any degree of
certainty.

Gross Profit: Gross profit for the nine months ended September 30, 2002 was
$2,260,827  or 21%, as compared to  $1,212,849  or 17% for the nine months ended
September 30, 2001. The costs of homes sold during the first nine months of 2002
increased  $2,525,386 to $8,351,512  when compared with the same period of 2001.
This is  primarily  due to the related  increase in home  deliveries  and higher
average selling prices.  Although the cost of homes is directly  attributable to
the product mix,  Whitemark  operates with several internal  control  processes,
which help to ensure that  projected  gross profit  margins are  maintained  and
quality control standards are met.

Expenses:   Selling,  general  and  administrative  expenses  increased  to
$2,413,629 in the nine months ending September 30, 2002, which is an increase of
$1,061,185 or 78% from  $1,352,444 for the nine months ended September 30, 2001.
The increase in  operating  expenses for the current  period was  principally  a
result of the selling,  general and  administrative  costs associated with North
Florida Consulting Merger, which was acquired during the fourth quarter 2001.

Loss From  Operations:  The loss from  operations for the nine months ended
September  30,  2002  was  ($152,802)  compared  to a loss  from  operations  of
(139,595) for the nine months ended September 30, 2001, a decrease of ($13,207).

Other  Expenses:  Interest  expense of $247,544  was  incurred for the nine
month period ending September 30, 2002 versus $411,857 in the nine months ending
September  30,  2001,  a  decrease  of  $164,313.  This  decrease  is  primarily
attributable  to our current product mix and financing  arrangements.  Whitemark
obtains  construction  loans and other  borrowings in order to purchase land and
build homes.  Whitemark incurs interest charges on these borrowings,  with rates
varying from 4.75% to 25% per year.  Interest is capitalized as land development
costs until  projects  reach  substantial  completion.  Upon  completion  of the
development phase,  interest is expensed.  In addition, as part of the write-off
of  specific  land  options as noted in Note 5:  Significant  Transactions,  the
Company has incurred a non-operational expense of approximately $1.9 million.

Net Loss: Net loss for the nine month period ending  September 30, 2002 was
($2,345,345) as compared to a net loss of ($626,110) for the same nine months of
2001.  The  increase  in net  loss of  $1,719,235  was a result  of the  factors
discussed above.

Management's  continued "retooling" of the Company,  which began during the
third quarter of 2001, included conducting market analysis, focus groups, review
of other research  projects and was aimed at producing  strategic  goals for the
near and long term.  During this process the Company  increased  the pace of its
raw land  acquisition  and  concentrated  on the  permitting,  land planning and
engineering aspects of preparing its raw land for development. Consequently, the


                                       22
<PAGE>

Company's revenues have been increasing.  However,  management believes that the
low number of homes sold in this and prior  quarters  is a  temporary  situation
partially  created by a restriction in the Company's  available lot inventory as
certain  development  projects were reaching maturity during fourth quarter 2001
and new lot  inventory  was only  beginning to be available  for sale during the
first quarter 2002. Therefore, we believe, the Company is now poised to reap the
benefits from the  acquisition  and  development of raw land throughout 2001 and
the Company is expecting to substantially increase revenues. Management believes
that  changes in the average  selling  price of homes  delivered  from period to
period  are  attributable  to  discrete  factors  at each  of its  subdivisions,
including product mix and premium lot availability,  and cannot be predicted for
future periods with any degree of certainty.

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


SAFE HARBOR PROVISION - DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

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

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


Item 4.  Controls and Procedures.

1.       Quarterly evaluation of Disclosure Controls and Internal Controls;

Within the 90 days prior to the date of this Quarterly Report on Form 10-Q,
the Company  evaluated  the  effectiveness  of the design and  operation  of its
"disclosure controls and procedures"  (Disclosure  Controls),  and its "internal
controls and  procedures  for financial  reporting"  (Internal  Controls).  This
evaluation (the Controls Evaluation) was done under the supervision and with the
participation  of  management,  including our President (who performs all of the


                                       23
<PAGE>

functions  typically  associated  with a  Chief  Executive  Officer)  and  Chief
Financial  Officer (CFO).  Rules adopted by the SEC require that in this section
of the Quarterly  Report we present the conclusions of the President and the CFO
about the  effectiveness of our Disclosure  Controls and Internal Controls based
on and as of the date of the Controls Evaluation.

2.       President and CFO Certifications;

Appearing  immediately  following the Signatures  section of this Quarterly
Report there are two separate forms of "Certifications" of the President and the
CFO. The first form of  Certification  is required in accord with Section 302 of
the Sarbanes-Oxley Act of 2002 (the Section 302 Certification).  This section of
the  Quarterly  Report  which  you  are  currently  reading  is the  information
concerning the Controls Evaluation referred to in the Section 302 Certifications
and  this  information  should  be read in  conjunction  with  the  Section  302
Certifications for a more complete understanding of the topics presented.

3.  Disclosure Controls and Internal Controls;

Disclosure  Controls are procedures that are designed with the objective of
ensuring  that  information  required to be disclosed in our reports filed under
the  Securities  Exchange Act of 1934  (Exchange  Act),  such as this  Quarterly
Report, is recorded, processed,  summarized and reported within the time periods
specified in the  Securities  and Exchange  Commission's  (SEC) rules and forms.
Disclosure  Controls are also  designed with the objective of ensuring that such
information is accumulated and  communicated  to our  management,  including the
President and CFO, as appropriate to allow timely decisions  regarding  required
disclosure.  Internal  Controls  are  procedures  which  are  designed  with the
objective  of  providing  reasonable  assurance  that (1) our  transactions  are
properly  authorized;  (2) our assets are  safeguarded  against  unauthorized or
improper use; and (3) our transactions are properly  recorded and reported,  all
to permit  the  preparation  of our  financial  statements  in  conformity  with
generally accepted accounting principles.

3.       Limitations on the Effectiveness of Controls;

The Company's management,  including the President and CFO, does not expect
that our Disclosure Controls or our Internal Controls will prevent all error and
all fraud.  A control  system,  no matter how well  conceived and operated,  can
provide only  reasonable,  not absolute,  assurance  that the  objectives of the
control system are met. Further, the design of a control system must reflect the
fact that there are resource  constraints,  and the benefits of controls must be
considered relative to their costs.  Because of the inherent  limitations in all
control systems,  no evaluation of controls can provide absolute  assurance that
all control issues and instances of fraud,  if any, within the Company have been
detected.  These  inherent  limitations  include the realities that judgments in
decision-making  can be faulty,  and that breakdowns can occur because of simple
error or mistake.  Additionally,  controls can be circumvented by the individual
acts of some  persons,  by  collusion of two or more  people,  or by  management
override of the control.  The design of any system of controls  also is based in
part upon certain  assumptions about the likelihood of future events,  and there
can be no assurance  that any design will succeed in achieving  its stated goals
under all potential future conditions;  over time, control may become inadequate
because of changes in conditions,  or the degree of compliance with the policies
or  procedures  may  deteriorate.  Because  of  the  inherent  limitations  in a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

4.       Scope of the Controls Evaluation;

The  President/CFO  evaluation of our Disclosure  Controls and our Internal
Controls included a review of the controls' objectives and design, the controls'
implementation  by the company and the effect of the controls on the information
generated  for use in this  Quarterly  Report.  In the  course  of the  Controls
Evaluation,  we sought to identify  data  errors,  controls  problems or acts of
fraud and to confirm  that  appropriate  corrective  action,  including  process


                                       24
<PAGE>

improvements,  were being undertaken.  This type of evaluation will be done on a
quarterly basis so that the conclusions concerning controls effectiveness can be
reported in our  Quarterly  Reports on Form 10-Q and Annual Report on Form 10-K.
The overall  goals of these  various  evaluation  activities  are to monitor our
Disclosure  Controls and our  Internal  Controls  and to make  modifications  as
necessary;  our intent in this regard is that the  Disclosure  Controls  and the
Internal  Controls will be maintained as dynamic systems that change  (including
with improvements and corrections) as conditions warrant.

Among other matters, we sought in our evaluation to determine whether there
were any "significant  deficiencies"  or "material  weaknesses" in the Company's
Internal  Controls,  or whether  the Company  had  identified  any acts of fraud
involving  personnel  who  have a  significant  role in the  Company's  Internal
Controls.  This  information  was  important  both for the  Controls  Evaluation
generally  and because  items 5 and 6 in the Section 302  Certifications  of the
President and CFO require that the  President and CFO disclose that  information
to our Board and to our independent auditors and to report on related matters in
this section of the Quarterly Report. In the professional  auditing  literature,
"significant deficiencies" are referred to as "reportable conditions"; these are
control  issues that could have a significant  adverse  effect on the ability to
record,   process,   summarize  and  report  financial  data  in  the  financial
statements.  A "material  weakness" is defined in the auditing  literature  as a
particularly  serious  reportable  condition where the internal control does not
reduce to a relatively low level the risk that misstatements  caused by error or
fraud may occur in amounts  that would be material in relation to the  financial
statements and not be detected within a timely period by employees in the normal
course of performing their assigned functions. We also sought to deal with other
controls matters in the Controls  Evaluation,  and in each case if a problem was
identified,  we considered what revision,  improvement and/or correction to make
in accord with our on-going procedures.

In accord with SEC requirements, the President and CFO note that, since the
date of the Controls Evaluation to the date of this Quarterly Report, there have
been no significant  changes in Internal Controls or in other factors that could
significantly  affect Internal  Controls,  including any corrective actions with
regard to  significant  deficiencies  and  material  weaknesses.  Based upon the
Controls  Evaluation,  our President and CFO have concluded that, subject to the
limitations  noted above,  our Disclosure  Controls are effective to ensure that
material  information  relating  to the  Company  is made  known to  management,
including  the  President  and CFO,  particularly  during  the  period  when our
periodic  reports  are  being  prepared,  and that  our  Internal  Controls  are
effective to provide  reasonable  assurance  that our financial  statements  are
fairly presented in conformity with generally accepted accounting principles.


PART II: OTHER INFORMATION


Item 2:  Changes in Securities and Use of Proceeds

Issuance of Unregistered Shares

During the nine months ended  September 30, 2002, the Company sold securities in
the  transactions  described  above,  NOTE  4:  STOCK  TRANSACTIONS  in its
entirety  and NOTE 5:  SIGNIFICANT  TRANSACTIONS  noting the Equity Line of
Credit  Agreement with Cornell Capital  Partners,  L.P. and the Convertible
Debenture,  without  registering the securities under the Securities Act of
1933. No  underwriter,  sales or placement agent was involved in any of the
transactions.

The facts relied on to make the  exemption  from  registration  provided by
Section 4(2) of the  Securities Act of 1933 available for the sale of securities
discussed  in  above  were:  (1)  the  limited  number  of  purchasers;  (2) the
sophistication or accreditation of the purchasers;  (3) their  relationship with
the Company  and/or access to material  information  about the Company;  (4) the


                                       25
<PAGE>

information  furnished  to them by the  Company;  (5) the absence of any general
solicitation or advertising;  and (6) restrictions on transfer of the securities
issued to them as indicated by a legend on the  certificates  representing  such
securities.


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

         None filed during the quarter ended September 30, 2002.


Item 6:           Exhibits and Reports on Form 8-K

         a.  Exhibits

              10.1     Whitemark Equity Line of Credit Agreement
              10.2     Whitemark Debenture Agreement
              10.3     Whitemark Securities Purchase Agreement
              10.4     Whitemark Escrow Agreement
              10.5     Whitemark Investors Registration Rights Agreement
              10.6     Whitemark Registration Rights
              10.7     Whitemark Placement Agent Agreement
              10.8     Whitemark Transfer Agent Instructions
              10.9     Whitemark Amended Debenture Agreement
              10.10    Whitemark Amended Registration Rights Agreement
              99.1, 99.2        Certification(s) of the President
              99.3, 99.4        Certification(s) of the Chief Financial Officer

         b.  Reports on Form 8-K

         None filed during the quarter ended September 30, 2002.


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 ___, 2002            By:  /s/ KENNETH `LARRY' WHITE
                                Kenneth `Larry' White, President


December ___, 2002            By:  /s/ MITCHELL R. GORDON
                                Mitchell R. Gordon, Chief Financial Officer

                                       26
<PAGE>


                                  Exhibit 99.1

                          FORM OF OFFICER'S CERTIFICATE
                             PURSUANT TO SECTION 302
                             -----------------------

                                  CERTIFICATION


I, Kenneth "Larry" White, certify that:


1. I have reviewed this quarterly report on  Form 10-Q/A of September 30, 2002;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and


          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):


          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: December ___, 2002                    /S/ KENNETH `LARRY' WHITE
------------------------                    -------------------------
                                            Kenneth `Larry' White
                                            President


                                       27
<PAGE>


                                  Exhibit 99.2


                  CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  Quarterly  Report of Whitemark  Homes,  Inc. (the
"Company") on Form 10-Q/A for the period ended  September 30, 2002 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Kenneth `Larry' White, President of the Company,  certify, pursuant to 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that:

(1)  The Report fully complies with the requirements of Section [13(a)][15(d)]
     of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.



/S/ KENNETH `LARRY' WHITE
-----------------------
Kenneth `Larry' White
President

Date: December ___, 2002
      -----------------


                                       28
<PAGE>



                                  Exhibit 99.3

                          FORM OF OFFICER'S CERTIFICATE
                             PURSUANT TO SECTION 302
                             -----------------------
                                  CERTIFICATION


I, Mitchell R. Gordon, certify that:


1. I have reviewed this quarterly report on  Form 10-Q/A of September 30, 2002;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The  registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: December ___, 2002                    /S/      MITCHELL R. GORDON
------------------------                    -------------------------
                                            Mitchell R. Gordon
                                            Chief Financial Officer



                                       29
<PAGE>

                                  Exhibit 99.4


                  CERITFICATION OF THE CHIEF FINANCIAL OFFICER
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  Quarterly  Report of Whitemark  Homes,  Inc. (the
"Company") on Form 10-Q/A for the period ended  September 30, 2002 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Mitchell R. Gordon, Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

(1)  The Report fully complies with the requirements of Section [13(a)][15(d)]
     of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.


/s/ MITCHELL R. GORDON
-----------------------
Mitchell R. Gordon
Chief Financial Officer

Date:  December ___, 2002
       ----------------



                                       30
<PAGE>