UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB





x
      QUARTERLY REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





For
      the
      Quarterly Period Ended June 30, 2006





OR





o
      TRANSITION REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934





For
      the
      transition period from _____ to ____.





Commission
      File No. 0-8301





WHITEMARK
      HOMES, INC.





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




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




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


(Address
      of Principal Executive Offices)





(407)
      366-9668


Issuer’s
      Telephone Number





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





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





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: There were 21,664,944 shares, Common Stock,
      $.001 Par Value as of August 9, 2006.





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








WHITEMARK
      HOMES, INC.


FORM
      10-QSB





INDEX





PagePart
                I:
            
            Financial
                InformationItem
                1:
            
            Financial
                Statements (Unaudited)
            
            3Item
                2:
            
            Management's
                Discussion and Analysis or Plan of Operation
            
            10Item
                3:
            
            Controls
                and Procedures
            
            12Part
                II:
            
            Other
                informationItem
                1:
            
            Legal
                Proceedings
            
            13Item
                2:
            
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            15Item
                3:
            
            Defaults
                Upon Senior Securities
            
            15Item
                4:
            
            Submission
                of Matters to a Vote of Security Holders
            
            15Item
                5:
            
            Other
                Information
            
            15Item
                6:
            
            Exhibits
            
            15Signatures
            
            16





2


PART
      I.
      FINANCIAL INFORMATION





Item
      1.
      Financial Statements





WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





CONDENSED
      CONSOLIDATED BALANCE SHEET


As
      of
      June 30, 2006


(Unaudited)





ASSETSLand
                and home inventory
            
            $
            2,932,582Cash
                and cash equivalents
            
            
            2,436,322Accounts
                receivable
            
            
            1,738,372Prepaid
                expenses
            
            
            230,731Deposits
            
            
            13,206Other
                assets
            
            
            48,500TOTAL
                ASSETS
            
            $
            7,399,713LIABILITIES
                AND STOCKHOLDERS' EQUITYLiabilities:Notes
                payable
            
            $
            2,501,971Accounts
                payable
            
            
            1,444,049Accrued
                expenses
            
            
            356,447Home
                sale deposits
            
            
            555,570Total
                Liabilities
            
            
            4,858,037Stockholders'
                Equity :Common
                stock, $.001 par value, 100,000,000 shares authorized, 21,664,824
                Shares
                issued and outstanding
            
            
            21,665Additional
                paid in capital
            
            
            24,107,619Accumulated
                Deficit
            
            
            (21,587,608
            )Total
                Stockholders' Equity
            
            
            2,541,676TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            7,399,713





See
      accompanying notes to the condensed consolidated financial
      statements.


3


WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS


For
      the
      Three Months Ended June 30, 2006 and 2005


(Unaudited)





2006
            
            2005REVENUES:Sales
            
            $
            6,962,928
            
            $
            11,006,897Cost
                of sales
            
            
            5,663,667
            
            
            9,291,519GROSS
                PROFIT
            
            
            1,299,261
            
            
            1,715,378Selling,
                general, and administrative expenses
            
            
            356,557
            
            
            653,756INCOME
                FROM OPERATIONS
            
            
            942,704
            
            
            1,061,622Other
                Income(Expenses):Interest
                expense
            
            
            (7,575
            )
            
            (31,787
            )Other
                income(expense),net
            
            
            54,855
            
            
            (86,623
            )INCOME
                BEFORE PROVISION FOR INCOME TAXES
            
            
            989,984
            
            
            943,212Provision
                for income taxes
            
            
            98,480
            
            
            -NET
                INCOME
            
            $
            891,504
            
            $
            943,212Earnings
                per common share - basic and diluted
            
            $
            0.04
            
            $
            0.04Weighted
                average shares outstanding - basic and diluted
            
            
            21,662,564
            
            
            21,605,164





See
      accompanying notes to the condensed consolidated financial
      statements.


4





WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS


For
      the
      Six Months Ended June 30, 2006 and 2005


(Unaudited)





2006
            
            2005REVENUES:Sales
            
            $
            11,551,691
            
            $
            18,033,291Cost
                of sales
            
            
            9,604,946
            
            
            15,573,057GROSS
                PROFIT
            
            
            1,946,745
            
            
            2,460,234Selling,
                general, and administrative expenses
            
            
            780,714
            
            
            1,183,266INCOME
                FROM OPERATIONS
            
            
            1,166,031
            
            
            1,276,968Other
                Income(Expenses):Interest
                expense
            
            
            (27,959
            )
            
            (47,961
            )Other
                income(expense),net
            
            
            68,667
            
            
            (72,744
            )INCOME
                BEFORE PROVISION FOR INCOME TAXES
            
            
            1,206,739
            
            
            1,156,263Provision
                for income taxes
            
            
            113,000
            
            
            -NET
                INCOME
            
            $
            1,093,739
            
            $
            1,156,263Earnings
                per common share - basic and diluted
            
            $
            0.05
            
            $
            0.05Weighted
                average shares outstanding - basic and diluted
            
            
            21,660,393
            
            
            21,605,164





See
      accompanying notes to the condensed consolidated financial
      statements.


5


WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS


For
      the
      Six months Ended June 30, 2006 and 2005


(Unaudited)





2006
            
            2005CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                income
            
            $
            1,093,739
            
            $
            1,156,263Adjustments
                to reconcile net income to net cash provided operating
                activities:Depreciation
                and amortization
            
            
            19,988
            
            
            29,325Changes
                in operating assets and liabilities
            
            
            1,080,881
            
            
            2,613,271NET
                CASH PROVIDED BY OPERATING ACTIVITIES
            
            
            2,194,608
            
            
            3,798,859CASH
                FLOWS FROM FINANCING ACTIVITIESProceeds
                from notes payable
            
            
            2,702,958
            
            
            4,830,211Repayments
                of notes payable
            
            
            (4,972,039
            )
            
            (6,447,218
            )Proceeds
                from issuing common stock
            
            
            1,558
            
            
            2,483NET
                CASH USED IN FINANCING ACTIVITIES
            
            
            (2,267,523
            )
            
            (1,614,524
            )Increase(decrease)
                in cash and cash equivalents
            
            
            (72,915
            )
            
            2,184,335CASH
                AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
            
            
            2,509,237
            
            
            1,226,287CASH
                AND CASH EQUIVALENTS AT END OF PERIOD
            
            $
            2,436,322
            
            $
            3,410,622Supplemental
                Disclosures:Cash
                paid for interest
            
            $
            1,756,341
            
            $
            845,935Cash
                paid for income taxes
            
            $
            103,800
            
            $
            -Non-cash
                Investing and Financing Transactions:Interest
                on notes payable capitalized as land and home inventory
            
            $
            179,235
            
            $
            627,851





See
      accompanying notes to the condensed consolidated financial
      statements.


6


WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





NOTES
      TO
      THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)


June
      30,
      2006





NOTE
      1:
      BASIS OF PRESENTATION





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





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





Certain
      information and note disclosures normally included in the Company's annual
      financial statements prepared in accordance with accounting principles generally
      accepted in the United States of America have been condensed or omitted. These
      condensed consolidated financial statements should be read in conjunction with
      a
      reading of the financial statements and accompanying notes included in the
      Company's financial statements for the year ended December 31, 2005 that were
      filed with the Securities and Exchange Commission on Form 10-KSB on April 19,
      2006. This Form 10-QSB, and other filings by the Company are available through
      the Internet on the SEC's EDGAR database at www.sec.gov or from the Company
      upon
      request.





The
      condensed consolidated statements of operations for the six months ended June
      30, 2006 are not necessarily indicative of the results to be expected for the
      year ending December 31, 2006.





Current
      Business Summary





The
      Company has two primary business activities: Land development and home building.
      Home building is by far the most significant activity. The Company is currently
      winding down both of these activities.





The
      Company currently is involved in the construction and sale of single-family
      conventional homes in one (1) project. During the six months ended June 30,
      2006, 29 homes were completed and delivered in two (2) communities, with an
      average selling price of $311,705, which includes percent to complete (see
      paragraph below). The Company has experienced significant difficulty in
      obtaining financing for project acquisitions and construction. The lenders,
      which did provide financing, usually required the personal guarantee of the
      Company’s former President Larry White. Mr. White signed from the Company on
      July 27, 2005 and William Rigsby was appointed the new resident on July 27,
      2005. Mr. Rigsby will not provide any personal guarantees to the Company’s
      lenders. As a result of the Company’s difficulty in obtaining financing for new
      project acquisitions, the Company intends to complete its current project and
      then either look to be acquired or attempt to sell the public
      shell.




During
      the fourth quarter of 2004, the Company began selling land lots to buyers under
      an agreement in which the Company has agreed to build a home and other
      improvements for which title to the land and improvements passes to the buyer
      immediately and the buyer is the obligor under the construction loan. Revenue
      under this type of arrangement is recognized under the percent of completion
      method. During the six months ended June 30, 2006, 15 homes have been completed
      under these types of agreements. The Company, had 24 homes under construction
      that are accounted for under the percent of completion basis of accounting
      as of
      June 30, 2006.


7





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





Revenue
      recognized for the three months ended June 30, 2006 and 2005 consists of the
      following:





2006
            
            2005Traditional
            
            $
            2,890,400
            
            $
            5,167,128Percentage
                of completion
            
            
            3,632,528
            
            
            5,839,769Land
                Sales
            
            
            440,000
            
            
            -$
            6,962,928
            
            $
            11,006,897





Revenue
      recognized for the six months ended June 30, 2006 and 2005 consists of the
      following:





2006
            
            2005Traditional
            
            $
            4,461,711
            
            $
            8,468,362Percentage
                of completion
            
            
            5,919,980
            
            
            9,564,929Land
                Sales
            
            
            1,170,000
            
            
            -$
            11,551,691
            
            $
            18,033,291





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




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





Summary
      of Significant Accounting Policies





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





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


8





REVENUE
      RECOGNITION: The Company recognizes revenue from all land development activities
      in accordance with FASB Statement of Financial Accounting Standards No. 66,
      Accounting for Sales of Real Estate. Direct costs are capitalized into land
      development costs. Interest and property taxes are capitalized as land
      development costs until projects reach substantial completion. Upon completion
      of the development phase, interest and property taxes are directly expensed.
      Revenue for home sales built and financed under a traditional sale arrangement
      where title for the land and construction passed to the buyer upon completion
      of
      the homes and the closing of the sale, is recognized only upon the closing
      and
      delivery of the homes to the buyer. The Company estimates that the average
      period between the execution of a purchase agreement for a home and final
      delivery under this type of arrangement is approximately one year. The Company
      also sells land lots to buyers under an agreement in which the Company has
      agreed to build a home and other improvements for which title to the land and
      improvements passes to the buyer immediately and the buyer is the obligor under
      the construction loan. Revenues under this type of arrangement are recognized
      under the percentage of completion method. Also at times the Company will sell
      land to buyers or other developers at which time revenue is recognized under
      the
      full accrual method for land sales as defined in FASB Statement of Financial
      Accounting Standards No. 66, Accounting for Sales of Real Estate.





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





Diluted
      earnings per common share reflect the potential dilution of securities that
      could share in the earnings of the entity if converted. This is calculated
      by
      dividing net income available to common shareholders by the weighted average
      number of common shares outstanding plus all potentially dilutive common shares.
      As of June 30, 2006 there are no common stock equivalent shares that would
      be
      considered anti-dilutive.





NOTE
      2:
      LAND AND HOME INVENTORY





Land
      and
      home inventory consisted of the following at June 30, 2006:





Project
                development and construction costs
            
            $
            600,430Home
                construction costs
            
            
            1,462,838Land
                costs
            
            
            869,314$
            2,932,582





NOTE
      3:
      STOCK TRANSACTIONS





There
      were no significant stock transactions during the six months ended June 30,
      2006. All stock transactions occurring in this period were purchased under
      the
      Company’s dividend reinvestment plan and stock purchase plan.


9




Item
            2:
            Management's Discussion and Analysis or Plan of Operation
 
 FORWARD-LOOKING
            STATEMENTS
 
 This
            Form
            10- QSB
            contains “forward-looking statements” relating to Whitemark Homes, Inc. which
            represent the Company’s current expectations or beliefs including, but not
            limited to, statements concerning the Company’s operations, performance,
            financial condition and growth. For this purpose, any statements contained
            in
            this Form 10-QSB that are not statements of historical fact are forward-looking
            statements. Without limiting the generality of the foregoing, words such
            as
“may”, “anticipation”, “intend”, “could”, “estimate”, or “continue” or the
            negative or other comparable terminology are intended to identify
            forward-looking statements. These statements by their nature involve
            substantial
            risks and uncertainties, such as credit losses, dependence on management
            and key
            personnel, variability of quarterly results, certain of which are beyond
            the
            Company’s control. Should one or more of these risks or uncertainties
            materialize or should the underlying assumptions prove incorrect, actual
            outcomes and results could differ materially from those indicated in
            the
            forward-looking statements.
  Any
            forward-looking statement speaks only as of the date on which such statement
            is
            made, and Whitemark undertakes no obligation to update any forward-looking
            statement or statements to reflect events or circumstances after the
            date on
            which such statement is made or to reflect the occurrence of unanticipated
            events. New factors emerge from time to time and it is not possible for
            management to predict all of such factors, nor can it assess the impact
            of each
            such factor on the business or the extent to which any factor, or combination
            of
            factors, may cause actual results to differ materially from those contained
            in
            any forward-looking statements.
  General
            Overview
 
 The
            Company develops real estate and builds homes. The Company had 1 community
            in
            various stages of acquisition and development at June 30, 2006. The Company
            has
            experienced significant difficulty in obtaining financing for projects,
            acquisitions and construction. The lenders which did provide financing,
            usually
            required the personal guarantee of the Company’s former President, Larry White.
            Mr. White resigned from the Company on July 27, 2005. William Rigsby
            was
            appointed the new President on July 27, 2005. Mr. Rigsby will not provide
            any
            personal guarantees to the Company’s lenders. As a result of the Company’s
            difficulty in obtaining financing for new project acquisitions, the Company
            intends to complete its one (1) current project and then either look
            to be
            acquired or attempt to sell the public shell.
 
 Liquidity
            and Capital Resources
 
 Cash
            flow
            from operations for the six months ended June 30, 2006 was a positive
            amount of
            approximately $2,195,000.  The primary positive factors were the change in
            land and home inventory decrease of approximately $3,816,000, change
            in home
            sale deposits decrease of approximately $1,466,000, during the six months
            ended
            June 30, 2006.
 
 As
            of
            June 30, 2006, the Company had outstanding borrowings of approximately
            $2,502,000. This is a decrease of approximately $2,269,000 from the December
            31,
            2005 amount of approximately $4,771,000. Many of the notes payable are
            not
            subject to debt service until the note becomes due or have an interest
            reserve
            established with the lender.
 
 The
            Company was financed its projects with project specific acquisition,
            development
            and construction loans. These loans are secured by each project and are
            drawn
            down and repaid based on the progress of the project. The Company has
            experienced significant difficultly in obtaining additional financing
            with the
            resignation of the Company’s former President, Larry White and the
            unavailability of personal guarantees. The Company does not believe that
            it will
            be able to secure financing to acquire new parcels of land for development.
            As a
            result, the Company intends to complete its one (1) current project and
            then
            either look to be acquired or attempt to sell the public shell.
  10
  As
            of
            June 30, 2006, the Company had total assets of approximately $7,400,000.
            This is
            approximately $3,668,000 decrease from the amount at December 31, 2005.
            The
            primary factors: the change in inventory of approximately $3,816,000.
  Results
            of Operations for the quarter ended June 30, 2006
 
 Revenues:
            Whitemark's revenues from home/land sales for the quarter ended June
            30, 2006
            decreased to $6,962,928 from $11,006,897 when compared with the quarter
            ended
            June 30, 2005. Revenues from home sales for the six months ended June
            30, 2006
            decreased from $18,033,291 to $11,551,691 when compared with the same
            six month
            period for 2005. Revenues for the current year decreased due to the effect
            of
            the reduced number of homes currently under construction as compared
            to last
            year.
 
 Gross
            Profit: Gross profit for the quarter ended June 30, 2006 was $1,299,260
            or
            18.7%, as compared to $1,715,378 or 15.6% for the quarter ended June
            30, 2005.
            Gross profit for the six months ended June 30, 2006 was $1,946,745 or
            16.9%, as
            compared to $2,460,234 or 13.6% for the same period in 2005. The increase
            in
            gross profits was a result of some contracts being canceled and resold
            at higher
            price, product mix, change orders, cost and costs allocated to cost of
            sales
            resulting from revised estimates of total interest and overhead expenses
            for
            each individual project.
 
 Expenses:
            Selling, general and administrative expenses for the quarter ended June
            30,
            2006, decreased to $356,557 as compared to $653,756, for the three months
            ended
            June 30, 2005, or a decrease of $297,199. Selling, general and administrative
            expenses for the six months ended June 30, 2006 decreased to $780,714
            as
            compared to $1,183,266 for the six months ended June 30, 2005, or a decrease
            of
            $402,552. Legal and accounting fees decreased approximately $190,200
            when
            compared to the same period last year. Legal and accounting were higher
            in 2005
            for the SEC investigation and the costs related to the effective rescission
            of
            the NFC merger (see Part II, Item 1).
 
 Income
            from Operations: The income from operations for the quarter ended June
            30, 2006
            was $942,704, compared to $1,061,622 for the quarter ended June 30, 2005,
            This
            is a decrease in income from operations of $118,919 for the quarter.
            Income from
            operations for the six months ended June 30, 2006 was $1,166,031 as compared
            to
            $1,276,968 for the same period in 2005. The decrease in income from operations
            of $110,937 for the six months was a result of the factors discussed
            above.
 
 Other
            Expenses: Interest expense of $7,575 was incurred for the quarter ended
            June 30,
            2006 versus $31,787 in the quarter ended June 30, 2005, a decrease of
            $24,212.
            Interest expense for the six months ended June 30, 2006 was $27,959 as
            compared
            to $47,961 for the same period in 2005, a decrease of $20,002, as a result
            of
            the reduction in non-construction and non-development notes payable.
 
 Net
            Income: Net income for the quarter ended June 30, 2006 was $891,504 as
            compared
            to $943,212 for the quarter ended June 30, 2005. Net income for the six
            months
            ended June 30, 2006 was $1,093,739 as compared to $1,156,263 for the
            same period
            in 2005. The decrease in net income of $62,524 for the six months was
            as a
            result of provision for income taxes of $113,000 and the other factors
            discussed
            above.
  11
  Item
            3.
            Controls And Procedures
 (A)  Evaluation
          Of Disclosure Controls And Procedures
  As
          of the
          end of the period covered by this report, the Company carried out an evaluation,
          under the supervision and with the participation of the Compan y’s
          Chief
          Executive Officer and Acting Principal Financial Officer, of the effectiveness
          of the design and operation of the Company’s disclosure controls and procedures.
          The Company’s disclosure controls and procedures are designed to provide a
          reasonable level of assurance of achieving the Company’s disclosure control
          objectives. The Company’s Chief Executive Officer and Acting Principal Financial
          Officer have concluded that the Company’s disclosure controls and procedures
          are, in fact, effective at this reasonable assurance level. In addition,
          we
          reviewed our internal controls, and there have been no significant changes
          in
          our internal controls or in other factors that could significantly affect
          those
          controls subsequent to the date of their last valuation or from the end
          of the
          reporting period to the date of this Form 10-QSB.
  (B)  Changes
          In Internal Controls
  In
          connection with the evaluation of the Company’s internal controls during the
          quarter ended June 30, 2006, the Company’s Chief Executive Officer and Acting
          Principal Financial Officer have determined that there are no changes to
          the
          Company’s internal controls over financial reporting that have materially
          affected, or are reasonably likely to materially effect, the Company’s internal
          controls over financial reporting.
  12
  PART
          II:
          OTHER INFORMATION
 
 Item
          1:
          Legal Proceedings
 
 Dispute
          of Money Owed
 
 On
          October 30, 2002, Heller Financial, Inc. (“Heller”), a Delaware corporation,
          named Whitemark at Fox Glen, LTD., a Florida limited partnership whose
          partners
          are Fox Glen Management Corporation and Whitemark Homes, Inc. as a defendant
          in
          a lawsuit alleging non-distribution of proceeds relating to a loan agreement.
          Whitemark did not dispute that there is money owed to Heller but did dispute
          the
          amount that was owed to Heller. In December 2004, a summary judgment was
          entered
          in favor of Heller against Fox Glen Management Corporation and two individual
          defendants (by the Northern District of Illinois). On July 19, 2005, the
          Company
          has entered into an agreement to pay the judgment of $850,663, with $413,605
          paid up front and the balance in monthly installments of $25,600 over 18
          months.
 
 Acquisition
          or Disposition of Assets
 
 As
          part
          of a settlement agreement entered into by Whitemark, certain of its subsidiary
          entities, officers and directors, and William Michael Adkinson ("Michael
          Adkinson"), and parties and entities related to Mr. Adkinson, on April
          18, 2003
          (the "Global Settlement Agreement"), as more fully set forth below, Whitemark
          acquired ownership of the common stock issued to Michael Adkinson and related
          parties, subject to a lien by an unrelated party and disposed of certain
          assets
          as more fully described herein. The overall result of the Global Settlement
          Agreement was to rescind a business relationship between Whitemark and
          Michael
          Adkinson, together with related parties and entities (collectively referred
          to
          as Adkinson), which was consummated in October 2001. Until consummation
          of the
          settlement, Michael Adkinson was an employee of and significant shareholder
          in
          Whitemark. The Global Settlement Agreement was negotiated in a contested,
          arms-length transaction, the terms of which were believed to be no more
          favorable than could be obtained from unrelated parties.
 
 As
          part
          of the Global Settlement Agreement, Whitemark received all ownership rights
          to
          5,000,000 shares of Whitemark restricted common stock, collectively owned
          by
          Michael Adkinson, Chad Adkinson, Wayne Adkinson, Jan Adkinson and Henry
          Devarona. Whitemark was also relieved of certain debt obligations related
          to the
          real property being transferred to Michael Adkinson, or his designees.
          Whitemark
          Homes also received the Orlando, Florida home of Michael Adkinson, subject
          to
          certain liens, at the time of the Global Settlement Agreement.
 
 In
          addition, Whitemark delivered to Michael Adkinson, or his designees, all
          real
          property acquired by Whitemark or its subsidiaries as a result of the business
          relationship between Whitemark Homes and Michael Adkinson commencing in
          October
          2001. Also in connection with the Global Settlement Agreement, certain
          operating
          accounts payable and short-term and long-term debt in excess of $45 million
          were
          transferred to Michael Adkinson or related entities and were eliminated
          from the
          consolidated balance sheet of Whitemark.
 
 Global
          Settlement Agreement
 
 The
          Global Settlement Agreement also terminated, canceled and released all
          relevant
          parties from their respective obligations in any of the following agreements
          executed as part of the business relationship executed on or about August
          2001:
          (1) the Exchange Agreement; (2) Closing Agreement; (3) the Guaranty Agreement;
          (4) Employment Agreement; (5) Security and Funding Agreement; (6) all profit
          participation agreements; (7) any joint venture agreements; and (8) any
          other
          document or agreement executed in connection with any of the foregoing
          including
          the Voting Agreement, which has expired.
  13
 
 As
          part
          of the Global Settlement Agreement, Michael Adkinson, Wayne Adkinson and
          Chad
          Adkinson resigned from all positions with Whitemark and any entity retained
          by
          Whitemark. The parties also executed mutual General Releases, or otherwise
          agreed that all liability between the parties would be resolved by the
          Global
          Settlement Agreement.
 
 Governmental
          Action
 
 During
          2003, the Securities and Exchange Commission (“SEC”) opened an investigation of
          the Company related to the method in which the acquisition of the NFC Group
          was
          recorded. This investigation is continuing and Whitemark is cooperating
          fully.
          It is managements opinion that no laws or regulations have been violated
          and
          that this matter will be resolved.
 
 Matthews
          Action
 
 On
          March
          11, 2003, Muirfield Development Corporation, North Florida Consulting,
          Inc.,
          Troon Development Corporation and Whitemark Homes filed a complaint in
          the
          Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida
          against Dana C. Matthews and Matthews & Hawkins, P.A. for breach of
          fiduciary duty, slander of title and tortious interference with an advantageous
          business relationship (the “Matthews Action”). The underlying facts of the
          Matthews Action were that the defendants, who acted as legal counsel for
          these
          plaintiffs, allegedly breached their fiduciary duty by, including but not
          limited to, acting for the benefit of parties adverse to these plaintiffs
          by
          preparing allegedly improper and unauthorized mortgages upon certain properties
          owned by these plaintiffs. On or about April 21, 2003, pursuant to the
          Global
          Settlement Agreement, a Stipulation for Voluntary Dismissal was served
          requesting that the Court dismiss the Matthews Action with prejudice with
          all
          parties to bear their own fees and costs. The Court has not taken any action
          on
          the Stipulation.
 
 Other
          Legal Matters
 
 During
          the first quarter of 2004, the Company became a party to two other legal
          actions
          which relate to or arise from events relating to the Global Settlement
          Agreement. Adkinson has asserted that the Company is in default of the
          Agreement
          by not causing certain loan obligations relating to the Long Point Cove
          property
          to be satisfied at a discount. That property is no longer owned by the
          Company
          pursuant to the Global Settlement Agreement, and the Company maintains
          that it
          has fulfilled its obligations related thereto under the Agreement, and
          has filed
          a counterclaim against Adkinson based on this issue. The Company believes
          this
          action to be without merit and intends to vigorously defend. In addition,
          the
          Company is pursuing an action against the Adkinson parties for failure
          to comply
          with certain matters in the Global Settlement Agreement.
 
 The
          Company was also named as a defendant in an action by Matthew Paul Malouf
          based
          on certain indemnification provisions related to his guaranty of a loan
          on the
          Muirfield Property and based on an asserted participation interest in that
          property or other properties which have since been relinquished by the
          Company
          under the Global Settlement Agreement. This action was dismissed in January
          2006
          for failure of Malouf to take any action to prosecute the case for more
          than a
          year. Whitemark suffered no damages or liability as a result of the
          action.
 
 The
          Company has been notified in July, 2006 that it may be subject to a claim
          by
          Allstate Insurance Company based on an insurance claim of $89,000 which
          Allstate
          paid to a home purchaser in the Bear Gulley community. The claim apparently
          arose from some earth settlement, sinkhole or other similar event. The
          Company
          believes that, to the extent there are any damages from this event, it
          would be
          covered under the Builder Warranty program which was provided to the purchaser.
          Thus any legal recourse would be under that warranty. The Company has declined
          Allstate’s request for payment based on this and other defenses available to the
          Company. No legal action has been filed.
  14
  Item
          2:
          Unregistered Sales of Equity Securities and Use of Proceeds
 
 Issuance
          of Unregistered Shares
 
 During
          the six months ended June 30, 2006, the Company did not issue any additional
          securities other than those described in Note 3, Stock Transactions of
          the
          condensed consolidated financial statements. No underwriter, sales or placement
          agent was involved in any of the transactions.
 
 Item
          3:
          Defaults Upon Senior Securities
 
 None.
 
 Item
          4:
          Submission of Matters to a Vote of Security Holders
 
 None.
 
 Item
          5:
          Other Information
 
 Not
          applicable.
 
 Item
          6:
          Exhibits
 
 Exhibits  3.1
              Articles
                  of Incorporation (amended) filed as a part of Form 10-Q/A on November
                  30,
                  2000 (incorporated by reference)  3.2
              By-Laws
                  previously filed with the SEC (incorporated by
                  reference)  10.1
              Agreement
                  for Exchange of Corporate Stock previously filed as a part of the
                  Form 8-K
                  on November 23, 2001 (incorporated by
                  reference)  10.2
              Global
                  Settlement Agreement (filed as a part of Form 8-K on April 29,
                  2003
                  (incorporated by reference)  21.1
              Subsidiaries of registrant (filed
                with 2002
                Form 10-KSB, incorporated by reference)  31.1
              Certification
                  by Chief Executive Officer pursuant to 15 U.S.C. Section 7241, as
                  adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
                  2002  31.2
              Certification
                  by Acting Principal Financial Officer pursuant to 15 U.S.C.
                  Section 7241, as adopted pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002  32.1
              Certification by Chief Executive Officer and Acting
                Principal Financial Officer
                pursuant to 18 U.S.C. Section 1350, as adopted pursuantto
                Section 906 of the Sarbanes-Oxley Act of
                2002  15
 
 SIGNATURES
 
 Pursuant
          to the requirements of Section 13 or 15(d) of the Securities Exchange Act
          of
          1934, Whitemark
          Homes, Inc. has duly caused this report to be signed on its behalf by the
          undersigned, thereunto duly authorized August 14, 2006.
  **WHITEMARK
                  HOMES, INC.**August
                  14, 2006
                
                /s/
                  *William
                  D. Rigsby*William D. Rigsby
                  Chief Executive Officer
  August
                  14, 2006
                
                /s/
                  *Russ
                  Christensen*Russ Christensen
                    Acting
                      Principal Financial
                      Officer
  16