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, 2007





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 ofIncorporation
                or Organization)
            (I.R.S.
                Employer 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 21,331,079 shares, Common Stock,
      $.001 Par Value as of July 27, 2007.





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
              
              13Part
                  II:
              Other
                  informationItem
                  1:
              Legal
                  Proceedings
              
              13Item
                  2:
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              
              14Item
                  3:
              Defaults
                  Upon Senior Securities
              
              14Item
                  4:
              Submission
                  of Matters to a Vote of Security Holders
              
              14Item
                  5:
              Other
                  Information
              
              14Item
                  6:
              Exhibits
              
              14Signatures
              
              15




2


PART
      I.
      FINANCIAL INFORMATION





Item
      1.
      Financial Statements




WHITEMARK
      HOMES, INC. AND SUBSIDIARIES





CONDENSED
      CONSOLIDATED BALANCE SHEET


June
      30,
      2007


(Unaudited)


ASSETSLand
                  and home inventory
              
              $
              542,765Cash
                  and cash equivalents
              
              
              162,156Accounts
                  receivable
              
              
              33,385Prepaid
                  expenses
              
              
              1,188,954Other
                  assets
              
              
              44,111TOTAL
                  ASSETS
              
              $
              1,971,371LIABILITIES
                  AND STOCKHOLDERS' EQUITYLiabilities:Notes
                  payable
              
              $
              668,494Accounts
                  payable
              
              
              545,839Accrued
                  expenses
              
              
              9,836Total
                  Liabilities
              
              
              1,224,169Stockholders'
                  Equity :Common
                  stock, $.001 par value, 100,000,000shares
                  authorized, 21,331,079 Shares issued andoutstanding
              
              
              21,331Additional
                  paid in capital
              
              
              24,110,032Accumulated
                  deficit
              
              
              (23,384,161
              )Total
                  Stockholders' Equity
              
              
              747,202TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              1,971,371


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, 2007 and 2006


(Unaudited)





2007
            
            2006REVENUES:Sales
            
            $
            -
            
            $
            6,962,928Cost
                of sales
            
            
            -
            
            
            5,663,667GROSS
                PROFIT
            
            
            -
            
            
            1,299,261Selling,
                general, and administrative expenses
            
            
            223,797
            
            
            356,557INCOME(LOSS)
                FROM OPERATIONS
            
            
            (223,797
            )
            
            942,704Other
                Income(Expenses):Interest
                expense
            
            
            (
                9,476
            )
            
            (7,575
            )Other
                income(expense),net
            
            
            35,226
            
            
            54,855INCOME(LOSS)
                BEFORE PROVISION FOR INCOME TAXES
            
            
            (198,047
            )
            
            989,984Provision
                for income taxes
            
            
            -
            
            
            98,480NET
                INCOME(LOSS)
            
            $
            (
                198,047
            )
            $
            891,504Earnings(loss)
                per common share -basic
                and diluted
            
            $
            (0.01
            )
            $
            0.04Weighted
                average shares outstanding -basic
                and diluted
            
            
            21,330,481
            
            
            21,662,564




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, 2007 and 2006


(Unaudited)


2007
              
              2006REVENUES:Sales
              
              $
              630,000
              
              $
              11,551,691Cost
                  of sales
              
              
              558,436
              
              
              9,604,946GROSS
                  PROFIT
              
              
              71,564
              
              
              1,946,745Selling,
                  general, and administrative expenses
              
              
              425,306
              
              
              780,714INCOME(LOSS)
                  FROM OPERATIONS
              
              
              (353,742
              )
              
              1,166,031Other
                  Income(Expenses):Interest
                  expense
              
              
              (
                  30,332
              )
              
              (27,959
              )Other
                  income(expense),net
              
              
              113,029
              
              
              68,667INCOME(LOSS)
                  BEFORE PROVISION FOR INCOME TAXES
              
              
              (271,045
              )
              
              1,206,739Provision
                  for income taxes
              
              
              -
              
              
              113,000NET
                  INCOME(LOSS)
              
              $
              (271,045
              )
              $
              1,093,739Earnings(loss)
                  per common share -basic
                  and diluted
              
              $
              (0.01
              )
              $
              0.05Weighted
                  average shares outstanding -basic
                  and diluted
              
              
              21,376,411
              
              
              21,660,393





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, 2007 and 2006


(Unaudited)


2007
              
              2006CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  income(loss)
              
              $
              (271,045
              )
              $
              1,093,739Adjustments
                  to reconcile net income(loss) tonet
                  cash provided (used in)operating activities:Depreciation
                  and amortization
              
              
              7,458
              
              
              19,988Changes
                  in operating assets and liabilities
              
              
              (27,098
              )
              
              1,080,881NET
                  CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
              
              
              (290,685
              )
              
              2,194,608CASH
                  FLOWS FROM FINANCING ACTIVITIESPayment
                  of cash dividends
              
              
              (1,492,361
              )
              
              -Proceeds
                  from notes payable -
              
              
              
              
              
              2,702,958Repayments
                  of notes payable
              
              
              (
                  598,720
              )
              
              (4,972,039
              )Proceeds
                  from issuing common stock
              
              
              1,447
              
              
              1,558NET
                  CASH USED IN FINANCING ACTIVITIES
              
              
              (2,089,634
              )
              
              (2,267,523
              )Decrease
                  in cash and cash equivalents
              
              
              (2,380,319
              )
              
              (
                  72,915
              )CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
              
              
              2,542,475
              
              
              2,509,237CASH
                  AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              162,156
              
              $
              2,436,322Supplemental
                  Disclosures of cash flow informationCash
                  paid for interest(net
                  of amounts capitalized)
              
              $
              85,361
              
              $
              1,756,341Cash
                  paid for income taxes
              
              $
              -
              
              $
              103,800Supplemental
                  schedule of Non-cash Investingand
                  Financing Transactions:Interest
                  on notes payable capitalized asland
                  and home inventory
              
              $
              -
              
              $
              179,235





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,
      2007




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, 2006 that were
      filed with the Securities and Exchange Commission on Form 10-KSB on March 20,
      2007. 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 three and six months
      ended June 30, 2007 are not necessarily indicative of the results to be expected
      for the year ending December 31, 2007.





Current
      Business Summary





The
      Company currently has only 2 homes left to sell, and it intends to attempt
      to be
      acquired or sell the public company.




During
      the fourth quarter of 2006, the Company completed construction of all homes
      as
      of year end and had 4 homes for sale. During the six months ended June 30,
      2007,
      2 homes have been sold. The Company had 2 homes remaining to sell as of June
      30,
      2007.




Revenue
      recognized for the three months ended June 30, 2007 and 2006 consists of the
      following:




2007
              
              2006Traditional
              
              $
              -
              
              $
              2,890,400Percentage
                  of completion
              
              
              -
              
              
              3,632,528Land
                  sales
              
              
              -
              
              
              440,000$
              -
              
              $
              6,962,928


Revenue
      recognized for the six months ended June 30, 2007 and 2006 consists of the
      following:


2007
              
              2006Traditional
              
              $
              630,000
              
              $
              4,461,711Percentage
                  of completion
              
              
              -
              
              
              5,919,980Land
                  sales
              
              
              -
              
              
              1,170,000$
              630,000
              
              $
              11,551,691


7




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





REVENUE
      RECOGNITION: The Company recognizes revenue from all land development activities
      in accordance with 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 previous sold land lots to buyers under an agreement in which the Company
      had agreed to build a home and other improvements for which title to the land
      and improvements passed to the buyer immediately and the buyer was the obligor
      under the construction loan. Revenues under this type of arrangement were
      recognized under the percentage of completion method. Also, at times the Company
      previous sold land to buyers or other developers at which time, the revenue
      was
      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(Loss)PER
      SHARE: Accounting rules provide for the calculation of "Basic" and "Diluted"
      earnings (loss) per share. Basic earnings (loss)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




Diluted
      earnings (loss) 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 all potentially dilutive common
      shares. As of June 30, 2007 there were no common stock equivalent shares that
      would be considered anti-dilutive.





CHANGE
      IN
      ESTIMATE





In
      prior
      reporting periods, the Company reported and expensed minor warranty costs as
      a
      component of cost of sales. Whitemark Homes, Inc., due to its small size, has
      never developed a formal warranty department. During the course of business
      and
      as warranty issues arose the Company would manage each incident via
      superintendents on site in each respective home community. The Company has
      not accounted for the time
      nor the costs associated with each incident; however, now that the Company
      has
      plans to discontinue operations as a homebuilder it has changed its accounting
      estimation approach associated with these warranty and expected future warranty
      costs. The Company has estimated these future expected costs to approximate
      $347,000 based on the number of homes still under warranty and the period of
      time remaining in each homes warranty period. In addition, this estimate of
      warranty expense is used in the agreement with Lifeway Warranty Services, LLC.
      (see Note 4 of the condensed consolidated financial statements).





NOTE
      2:
      LAND AND HOME INVENTORY





Land
      and
      home inventory consisted of the following at June 30, 2007:


Home
                  construction costs
              
              
              542,765$
              542,765




NOTE
      3:
      STOCK TRANSACTIONS





All
      stock
      transactions occurring in this period were purchased under the Company’s
      Dividend Reinvestment and Stock Purchase Plan. During the quarter ended March
      31, 2007, the Company received and immediately canceled 350,000 shares returned
      pursuant to the Adkinson lawsuit Global Settlement Agreement.





NOTE
      4:
      AGREEMENT WITH LIFEWAY WARRANTY SERVICES, LLC.





The
      Company, as of December 2006, completed all construction and development
      activity of it’s last community, Lakewood Forest. There are two completed homes
      remaining to be sold, and the warranty service remaining on 862 homes. In order
      to attempt to better position the Company for sale, and the associated criteria
      required of an acquiring entity, the Company, deemed it necessary to mitigate
      all past operating liabilities in order to transfer a clean public company.
      As
      such the Company, as of May 17, 2007 entered into an agreement with Lifeway
      Warranty Services LLC., a wholly owned subsidiary of Lifeway Homes LLC.,
      (Lifeway Homes LLC., is controlled by Larry White, the major stockholder (62%)
      of Whitemark Homes), to assume all the liabilities of the Company’s past
      operations for a cost of $1,037,337. The cost of the above warranties and the
      past general business liabilities associated with the Company’s discontinued
      operations are estimated as follows:


General
                  Discontinued business liability(Based
                  on a five-year insurance policypremium
                  quote from an independentinsurance
                  agency)
              
              $
              526,537Home
                  warranty cost (based on historical averages)First
                  Year Home Warranties on 70 homes @$2,000
                  per home
              
              $
              104,000Second
                  Year Home Warranties on 97 homes @$1,000
                  per home
              
              $
              101,000Ten
                  Year Structural Warranties on 695 homes @$200
                  per home
              
              $
              141,800Insurance
                  company pending litigation cost estimate
              
              $
              89,000Homebuyer
                  property tax prorated cost estimate
              
              $
              25,000County
                  and Saint Johns Water Management
              
              $
              50,000Total
                  Estimated Potential Liability
              
              $
              1,037,337




9




A
      payment
      of approximately $525,500 was made during the quarter ended June 30, 2007 to
      Lifeway Warranty Services LLC., while the remaining balance is included in
      accounts payable as of June 30, 2007.





NOTE
      5:  SUBSEQUENT
      EVENT





Whitemark
      has both remaining homes that are in inventory under contract and hope to have
      the closing done before August 15, 2007.





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.




10






General
      Overview





The
      Company was previously in the home building business and had 2 remaining houses
      to sell at June 30, 2007. 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 informed the Company at that time he would 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 completed its
      final project, and now either looks to be acquired or to attempt to sell the
      public company.





Liquidity
      and Capital Resources





Cash
      flow
      from operations for the six months ended June 30, 2007 was a negative amount
      of
      approximately $291,000.  The cash flow from financing activities, was a
      negative amount of approximately $2,090,000 which was a result of the cash
      payment of dividends of approximately $1,492,000. As of June 30, 2007, the
      Company had outstanding borrowings of approximately $668,000. This is a decrease
      of approximately $599,000 from the December 31, 2006 amount of approximately
      $1,267,000.





The
      Company has 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 difficulty 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 has completed the final project, and now either looks to
      be
      acquired or attempt to sell the public company.





As
      of
      June 30, 2007, the Company had total assets of approximately $1,971,000. This
      is
      a decrease of approximately $1,998,000 from the total assets at December 31,
      2006. The primary factors for this decrease were: the decrease in inventory
      of
      approximately $475,000 and the payment of cash dividends of approximately
      $1,492,000.





Results
      of Operations for the three and six months ended June 30, 2007





Revenues:
      Whitemark's revenues from home/land sales for the quarter ended June 30, 2007
      decreased to zero($0) from $6,962,928 when compared with the quarter ended
      June
      30, 2006. Revenues from home sales for the six months ended June 30, 2007
      decreased to $630,000 from $11,551,691 when compared with the same six month
      period for 2006. Revenues for the current year decreased due to the completion
      of construction in 2006 and selling the remaining home in inventory, no homes
      sold this quarter and only two homes were sold for the six months ended June
      30,
      2007.





Gross
      Profit: Gross profit for the quarter ended June 30, 2007 was zero($0), as
      compared to $1,299,261 or 18.7% for the quarter ended June 30, 2006. Gross
      profit for the six months ended June 30, 2007 was $71,564 or 11.4%, as compared
      to $1,946,745 or 16.9% for the same period in 2006. The decrease in gross profit
      for the quarter ended June 30, 2007 was the result no home sales. The decrease
      in gross profit for the six months ended June 30, 2007 was the result of only
      two home sales and Orange county changes made to our development of Lakewood
      Forest at a cost of $26,262.





Expenses:
      Selling, general and administrative expenses for the quarter ended June 30,
      2007, decreased to $223,797 as compared to $356,557, for the three months ended
      June 30, 2007 or a decrease of $132,760. This quarter ended June 30, 2007,
      the
      amount of $43,623 was expense that is a prorated amount of the $1,037,337 for
      the contractual agreement for discounting operations see Note 4, in the quarter
      ended June 30, 2007. Selling, general and administrative expenses for the six
      months ended June 30, 2007 decreased to $425,306 as compared to $780,714 for
      the
      six months ended June 30, 2006, or a decrease of $355,408. The decrease in
      expenses for the six months ended June 30, 2007, was mainly a result of the
      continuing downsizing of the company.




11





Income(Loss)
      from Operations: A loss from operations of ($223,797) was incurred for the
      quarter ended June 30, 2007 versus income of $942,704 in the quarter ended
      June
      30, 2006. This decrease in income from operations of $1,166,501 for the quarter
      was a result of the factors discussed above. The loss from operations for the
      six months ended June 30, 2007 was ($353,742 )
      as
      compared to a profit of $1,166,031 for the same period in 2006. This decrease
      in
      income from operations of $1,520,773 for the six months ended June 30, 2007
      was
      a result of the factors discussed above.





Other
      Expenses:. Interest expense of $9,476 was incurred for the quarter ended June
      30, 2007 versus $7,575 in the quarter ended June 30, 2006, an increase of
      $1,901. Interest expense of $30,332 was incurred for the six months ended June
      30, 2007 versus $27,959 in the six months ended June 30, 2006, an increase
      of
      $2,373.





Net
      Income (Loss): Net loss for the quarter ended June 30, 2007 was ($198,047)
      as
      compared to net income of $989,984 for the three months ended June 30, 2006.
      The
      main factors for this loss are the discontinued building of homes and
      development and the agreement with Lifeway Warranty Services LLC., see Note
      4 to
      the condensed consolidated financial statements. Net loss for the six months
      ended June 30, 2007 was ($271,045) as compared to net income of $1,093,739
      for
      the six months ended June 30, 2006, which was a result of the factors discussed
      above.





Income
      Tax: Provision for income taxes for the three month period ended June 30, 2007
      is $0 as compared to $98,480 for the period as June 30, 2006. Provision for
      income taxes for the six month period ended June 30, 2007 is $0 as compared
      to
      $113,000 for the period as June 30, 2006. The Company adopted FIN 48 “Accounting
      for Uncertainly in Income Taxes” as of January 1, 2007. FIN 48 clarifies the
      accounting for uncertainty in income taxes recognized in an enterprise’s
      financial statements in accordance with SFAS No. 109, “Accounting for Income
      Taxes”. This Interpretation prescribes a recognition threshold and measurement
      attribute for the financial statement recognition and measurement of a tax
      position taken or expected to be taken in a tax return. This Interpretation
      also
      provides guidance on derecognition, classification, interest and penalties,
      accounting in the interim periods, and disclosure. The adoption of FIN 48 had
      no
      material impact on the Company’s financial statements for the quarter ended June
      30, 2007 and the Company has not accrued interest and penalties associated
      with
      its accounting for income taxes.





CHANGE
      IN
      ESTIMATE





In
      prior
      reporting periods, the Company reported and expensed minor warranty costs as
      a
      component of cost of sales. Whitemark Homes, Inc., due to its small size, has
      never developed a formal warranty department. During the course of business
      and
      as warranty issues arose the Company would manage each incident via
      superintendents on site in each respective home community. The Company has
      not accounted for the
      time nor the costs associated with each incident; however, now that the Company
      has plans to discontinue operations as a homebuilder, the company has changed
      its accounting estimation approach associated with these warranty and expected
      future warranty costs. The Company has estimated these future expected costs
      to
      approximate $347,000 based on the number of homes still under warranty and
      the
      period of time remaining in each homes warranty period. In addition, this
      estimate of warranty expense is used in the agreement with Lifeway Warranty
      Services, LLC. (see Note 4 of the condensed consolidated financial
      statements).




12





SUBSEQUENT
      EVENT





Whitemark
      has both remaining homes that are in inventory under contract and hope to have
      the closing done before August 15, 2007.





Item
      3.
      Controls And Procedures





(A) Evaluation
          Of Disclosure Controls And Procedures





We
  have established disclosure controls and procedures to ensure that material
  information relating to the Company and its consolidated subsidiaries is made
  known to the officers who certify the Company’s financial reports, as
  well as other members of senior management and the Board of Directors, to allow
  timely decisions regarding required disclosures. As of the end of the period
  covered by this report, the Company carried out an evaluation, under the supervision
  and with the participation of the Company’s management, including the
  Company’s Chief Executive Officer and Chief Financial Officer, of the
  effectiveness of the design and operation of the Company’s disclosure
  controls and procedures pursuant to Rule 13a-15 of the Securities and Exchange
  Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief
  Financial Officer concluded that the Company’s disclosure controls and
  procedures were not effective due to the Company's lack of accounting personnel.
  Due to cost constraints and the winding down of the company’s business,
  the company has not undertaken any remedial actions.





(B)  Changes
      In Internal Controls




Our
      management, including our Chief Executive Officer and Chief Financial Officer,
      does not expect that our disclosure controls and procedures 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.





There
      have not been changes in the Company’s internal control over the financial
      reporting during the first quarter of 2007 that have materially affected, or
      are
      reasonable likely to materially affect, the Company’s internal control over
      financial reporting





PART
      II:
      OTHER INFORMATION




Item
      1:
      Legal Proceedings





Other
      Legal Matters





During
      the first quarter of 2004, the Company became a party to two legal actions.
      Michael Adkinson had asserted that the Company was in default of the Global
      Settlement Agreement that was entered into on April 18, 2003. On October 10,
      2006, the Company and the parties entered into a settlement of all matters
      without any damages or liabilities on the part of the Company.





The
      Company was notified in July, 2006 that it may be subject to a claim by Allstate
      Insurance Company (“Allstate”) 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.





13





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





Issuance
      of Unregistered Shares





During
      the three months ended June 30, 2007, 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





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 FinancialOfficer
                pursuant to 18 U.S.C. Section 1350, as adopted pursuantto
                Section 906 of the Sarbanes-Oxley Act of
                2002




14





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, on August 3, 2007.


WHITEMARK HOMES, INC.August
              7, 2007
            
            /s/
              *William
              D. Rigsby*William
              D. RigsbyChief
              Executive Officer August 7, 2007
            
            /s/
              *Russ
              Christensen*Russ
                Christensen
              Acting
                Principal Financial Officer





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