10-Q 1 march1110q9-12.txt MARCH 31, 2011 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q |X| Quarterly Report Pursuant To Section 13 or 15(d) Of The Securities Exchange Act Of 1934 For the quarterly period ended March 31, 2011 |_| Transition Report Under Section 13 or 15(d) Of The Securities Exchange Act Of 1934 For the transition period from __________ to __________ Commission File Number: 000-08301 WHITEMARK HOMES, INC. -------------------------- (Exact name of registrant as specified in its charter) Colorado 25-1302097 ------------------------------- ----------------------------------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 7350 S. Tamiami Trail, Suite 64 Sarasota, FL 34231 --------------------------------- (Address of principal executive offices, including Zip Code) (941) 952-5885 ---------------------- (Issuer's telephone number, including area code) (Former name or former address if changed since last report) Check whether the issuer (1) filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the past 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. Yes [ ] No [x] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [x] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [x] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 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: 97,962,131 shares of common stock as of September 5, 2012. WHITEMARK HOMES, INC. AND SUBSIDIARIES INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS CONTENTS Consolidated Financial Statements: Consolidated Balance Sheets: As of March 31, 2011 (Unaudited) and December 31, 2010 3 Consolidated Statements of Operations (unaudited): For the Three Months Ended March 31, 2011 and 2010 4 Consolidated Statements of Cash Flows (unaudited): For the Three Months Ended March 31, 2011 and 2010 5 Notes to Unaudited Consolidated Financial Statements 6 to 16 WHITEMARK HOMES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS March 31, December 31, --------------------------------- 2011 2010 ---------------- --------------- (Unaudited) ASSETS Current Assets: Cash $ 5,380 $ 5,380 Prepaid expenses 30,000 40,000 ---------------- --------------- Total Current Assets 35,380 45,380 ---------------- --------------- Total Assets $ 35,380 $ 45,380 ================ =============== LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities: Convertible notes payable, net of discount $ 165,492 $ 155,492 Notes payable 63,894 63,894 Accounts payable 161,467 146,928 Accrued salaries 166,310 151,310 Accrued expenses 44,229 39,184 ---------------- --------------- Total Current Liabilities 601,392 556,808 ---------------- --------------- Total Liabilities 601,392 556,808 ---------------- --------------- Stockholders' Deficit: Common stock $.001 par value; 100,000,000 shares authorized; 97,962,131 and 97,962,131 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively 97,962 97,962 Additional paid-in capital 27,236,990 27,236,990 Accumulated deficit (27,900,964) (27,846,380) ---------------- --------------- Total Stockholders' Deficit (566,012) (511,428) ---------------- --------------- Total Liabilities and Stockholders' Deficit $ 35,380 $ 45,380 ================ =============== See accompanying notes to the unaudited consolidated financial statements. 3 WHITEMARK HOMES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Months Ended March 31, ------------------------------------- 2011 2010 ------------------ ----------------- (Unaudited) (Unaudited) REVENUES $ - $ - ------------------ ----------------- OPERATING EXPENSES: Compensation and related benefits 15,000 15,000 Professional fees 25,761 60,027 Other general and administrative - - ------------------ ----------------- Total Operating Expenses 40,761 75,027 ------------------ ----------------- LOSS FROM OPERATIONS (40,761) (75,027) ------------------ ----------------- OTHER INCOME (EXPENSES): Interest expense (13,823) (10,786) ------------------ ----------------- Total Other Income (Expenses) (13,823) (10,786) ------------------ ----------------- NET LOSS $ (54,584) $ (85,813) ================== ================= Net Loss per Common Share: Basic and diluted $ - $ - ================== ================= Weighted Average Shares Outstanding: Basic and diluted 97,962,131 97,962,131 ================== ================= See accompanying notes to the unaudited consolidated financial statements. 4 WHITEMARK HOMES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Three Months Ended March 31, -------------------------- 2011 2010 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (54,584) $ (85,813) Adjustments to reconcile net loss to net cash used in operating activities: Non-cash professional fee 10,000 10,000 Interest expense 10,000 10,000 Changes in assets and liabilities: Accounts payable 14,539 52,742 Accrued salaries 15,000 15,000 Accrued expenses 5,045 (1,929) ------------ ------------ NET CASH USED IN OPERATING ACTIVITIES - - ------------ ------------ Net Decrease in Cash - - Cash, Beginning of period 5,380 5,495 ------------ ------------ Cash, End of Period $ 5,380 $ 5,495 ============ ============= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ - $ - ============ ============ Cash paid for income taxes $ - $ - ============ ============ NON-CASH INVESTING AND FINANCING ACTIVITIES: Issuance of convertible debt for future services $ - $ 80,000 ============ ============ Beneficial conversion feature related to convertible debt $ - $ 80,000 ============ ============ See accompanying notes to the unaudited consolidated financial statements. 5 WHITEMARK HOMES, INC. AND SUBSIDIARIES Notes to Unaudited Consolidated Financial Statements March 31, 2011 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company ----------- Whitemark Homes, Inc. ("Whitemark" or the "Company") was incorporated on July 30, 1975 under the laws of the State of Colorado. On April 1, 2000, Whitemark disposed of its prior business operations and acquired Whitemark Homes, Inc. ("Whitemark Florida") along with certain related entities (the "Whitemark Group") in a transaction accounted for as a reverse acquisition. Whitemark Florida changed its name to Whitemark Homes of Florida, Inc. and the Company changed its name to Whitemark Homes, Inc. Effective September 30, 2007, the Company discontinued its real estate development operations. Basis of Presentation and Going Concern --------------------------------------- Management acknowledges its responsibility for the preparation of the accompanying interim consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the interim period presented. These consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to consolidated financial statements included in the Company's Form 10-K annual report for the year ended December 31, 2010. The accompanying unaudited consolidated financial statements for Whitemark Homes and Subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (the "U.S.") for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America. The consolidated financial statements include the Company and its wholly-owned inactive subsidiaries, Whitemark Homes of Florida, Inc., a Florida corporation, which wholly owns Home Funding, Inc, a Florida corporation. White Homes of Florida, Inc. also holds a 99% interest in two inactive Florida limited liability partnerships; Whitemark at Fox Glen, Ltd. and Sheeler Hills Ltd. and a wholly-owned interest in four limited liability companies; Whitemark at Oak Park, LLC, Whitemark at Corner Lake, LLC, Whitemark at Glenbrook, LLC, and Whitemark at Little Creek. LLC. All significant intercompany balances and transactions have been eliminated in the consolidated financial statements. As reflected in the accompanying consolidated financial statements, the Company had a net loss and net cash used in operations of $54,584 and $0, respectively, for the three months ended March 31, 2011 and a working capital deficiency, accumulated deficit, and a stockholders' deficit of $566,012, $27,900,964, and $566,012, respectively, at March 31, 2011. In addition, the Company is inactive as of March 31, 2011, currently has no operations or sources of revenue and is in default on certain promissory notes. . These conditions raise substantial doubt about the Company's ability to continue as a going concern The ability of the Company to continue as a going concern is dependent on the Company's ability to further implement its business plan which involves identifying a merger with an operating company, raise additional capital, and generate revenues. Currently, management is seeking capital to implement its business plan. Management believes that the actions presently being taken provide the opportunity for the Company to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. 6 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Use of Estimates ---------------- The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. Significant estimates in the 2011 and 2010 periods include the valuation of deferred tax assets and the valuation of the beneficial conversion features on convertible debt. Fair Value of Financial Instruments ----------------------------------- The Company adopted ASC Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: o Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. o Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. o Level 3-Inputs are unobservable inputs which reflect the reporting entity's own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The carrying amounts reported in the balance sheets for cash, accounts payable, accrued expenses, notes payable, and amounts due to related parties approximate their fair market value based on the short-term maturity of these instruments. The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with ASC Topic 820. Cash and Cash Equivalents ------------------------- The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company had no cash equivalents at March 31, 2011 and December 31, 2010. Concentrations of Credit Risk ----------------------------- Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash. The Company performs certain credit evaluation procedures and does not require collateral for financial instruments subject to credit risk. The Company maintains its cash in accounts with major financial institutions in the United States. Deposits in these banks may exceed the amounts of insurance provided on such deposits. As of March 31, 2011 and December 31, 2010, there was $5,380 and $5,380, respectively, held in an escrow account maintained by the Company's attorney and bank deposits did not exceed federally insured limits. Historically, the Company has not experienced any losses on our deposits of cash. 7 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Income Taxes ------------ The Company is governed by the Income Tax Law of the United States. The Company utilizes ASC Topic 740, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company applied the provisions of ASC 740-10-50, "Accounting For Uncertainty In Income Taxes", which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company's liability for income taxes. Any such adjustment could be material to the Company's results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of March 31, 2011, management believes the Company had no material uncertain tax positions, and will continue to evaluate for uncertain positions in the future. Stock-based Compensation ------------------------ The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50. Advertising ----------- Advertising is expensed as incurred. For the three months ended March 31, 2011 and 2010, the Company did not incur advertising expenses. Research and Development ------------------------ Research and development costs are expensed as incurred. For the three months ended March 31, 2011 and 2010, the Company did not incur research and development costs. 8 NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Net Loss per Share of Common Stock ---------------------------------- Basic net loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive common shares consist of common shares issuable upon the conversion of convertible promissory notes (using the if-converted method). All potentially dilutive common shares were excluded from the computation of diluted shares outstanding as they would have an anti-dilutive impact on the Company's net losses and consisted of the following: Three Months ended March 31, ---------------------------- 2011 2010 ------------- ------------- Convertible notes 162,494,357 80,000,000 ------------- ------------- Total 162,494,357 80,000,000 ============= ============= These common stock equivalents may be dilutive in the future. The Company's authorized number of shares of common stock is limited to 100,000,000 common shares and 97,962,131 were outstanding at March 31, 2011; only 2,037,869 additional shares are authorized for issuance as of March 31, 2011. Recent Accounting Pronouncements -------------------------------- Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. NOTE 2 - CONVERTIBLE PROMISSORY NOTES Convertible Promissory Notes ---------------------------- During 2010, the Company entered into convertible promissory note agreements with 4 individuals and one third party company for an aggregate amount of $108,182. These convertible note are unsecured, bear interest at 9.0% per annum and are payable on demand. The Holders shall have the right, exercisable at any time from and after the date of issuance of these convertible promissory notes until the respective note is fully paid, to convert the entire outstanding and unpaid principal of these notes, in whole or in part, upon delivery of a notice of conversion into the Company's common stock at the conversion price which shall be the average of the lowest three trading prices for the Company's common stock during the 20 trading day period ending one trading day prior to the conversion date, subject to adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Company's common stock. These arrangements represent a fixed monetary conversion value of $108,182 based on the variable share quantity to be issued. 9 NOTE 2 - CONVERTIBLE PROMISSORY NOTES (continued) Convertible Promissory Note and Related Consulting Agreement ------------------------------------------------------------ On January 1, 2010, the Company entered into a 24-month consulting agreement (the "Consulting Agreement") with a Company (the "Consultant") for business development services. In connection with the consulting agreement, the Company agreed to pay the Consultant an aggregate of $80,000 which payment is evidenced by a convertible promissory note (the "Convertible Note") in the amount of $80,000. The Consulting Agreement terminated on December 31, 2011. The convertible promissory note is unsecured and was due on the earlier of a) the date the Company raises $80,000 in a private placement of its common stock or entry into alternative loan agreements or b) January 1, 2012. This Convertible Note shall not accrue any interest during the term of this Note, and until 5 business days have passed after the Maturity Date stated above. In the event that this Convertible Note is not paid in full by the end of the fifth day following the Maturity Date, the Convertible Note shall bear interest at the rate of 15% per annum, which interest shall begin accruing after such fifth day following the Maturity Date, until this Note is paid in full. Interest will be computed on the basis of a 360-day year. The Convertible Note (and any accrued and unpaid interest) shall be convertible into shares of the Company's common stock from time to time, at the sole option of the Payee until such Note is paid in full, upon 5 days written notice from the Payee to the Company of the Payee's desire to convert the Convertible Note into shares of common stock at the rate of one share of the Company's common stock for each $0.001 owed to Payee pursuant to the Convertible Note. In connection with this Consulting Agreement, the Company recorded a prepaid expense of $80,000 which was amortized over the contract term. Accordingly, for the three months ended March 31, 2011 and 2010, the Company recorded professional fees of $10,000 and $10,000, respectively. As of the date of this report this loan was in default. Pursuant to ASC 470-20 and related topics, the Company evaluated whether a beneficial conversion feature exists by comparing the conversion price of the Convertible Note with the fair value of the common stock at the commitment date. In connection with the Convertible Note, the Company recorded a beneficial conversion since the conversion price was less than the fair market value of the common stock. The total beneficial conversion feature included in the $80,000 Convertible Note payable resulted in an initial debt discount of $80,000 to be amortized over the term of the notes with a credit to additional paid-in capital. For the three months ended March 31, 2011 and 2010, the Company recorded interest expense for the amortization of the debt discount of $10,000 and $10,000, respectively. On April 15, 2010, the Company entered into a convertible promissory note agreement with the above Consultant for $7,310. This convertible note is unsecured, bears interest at 9.0% per annum and is payable on demand. The Holder shall has the right, exercisable at any time from and after the date of issuance of this convertible promissory note until the note is fully paid, to convert the entire outstanding and unpaid principal of this note, in whole or in part, upon delivery of a notice of conversion into the Company's common stock at the conversion price which shall be the average of the lowest three (3) trading prices for the Company's common stock during the 20 trading day period ending one trading day prior to the conversion date, subject to adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Company's common stock. This arrangement represents a fixed monetary conversion value of $7,310 based on the variable share quantity to be issued. 10 NOTE 2 - CONVERTIBLE PROMISSORY NOTES (continued) At March 31, 2011 and December 31, 2010, convertible promissory notes consisted of the following: March 31, December 31, ------------------------ 2011 2010 ------------ ---------- Convertible notes $ 195,492 $ 195,492 Less: unamortized discount on (30,000) (40,000) convertible note ------------ ---------- Convertible notes $ 165,492 $ 155,492 ============ ========== NOTE 3 - NOTES PAYABLE On October 15, 2009, the Company entered into a note agreement with a third party company for $63,360. The note is unsecured, bears interest at 8.0% and was due on March 31, 2010. During the year ended December 31, 2009, the Company converted principal of $26,546 into 42,000,000 shares of the Company's common stock. At March 31, 2011 and December 31, 2010, the principal amount due under this note amounted to $36,814 and $36,814, respectively. The note is currently in default. On December 8, 2009, the Company entered into a note agreement with an individual for $27,080 which was made to convert accounts payable to a note. The note is unsecured, bears interest at 8.0% and was due on March 31, 2010. At March 31, 2011 and December 31, 2010, the principal amount due under this note amounted to $27,080 and $27,080, respectively. The note is currently in default. NOTE 4 - RELATED PARTY TRANSACTIONS Due to Related Parties ---------------------- The Company's chief executive officer, from time to time, provides advances to the Company for working capital purposes. At December 31, 2009 the Company had a payable to the chief executive officer of $1,720. This amount was paid in 2010 with no amounts due at March 31, 2011 and December 31, 2010. These advances are short-term in nature, non-interest bearing and are included in due to related parties on the accompanying balance sheets. NOTE 5 - STOCKHOLDERS' DEFICIT Common Stock ------------ At March 31, 2011 and December 31, 2010, there are not enough authorized shares to cover the conversion of outstanding convertible promissory notes into the Company's common stock. (see Note 2) 11 NOTE 6 - MATERIAL CONTRACT On October 2, 2008, the Company entered into a 36-month consulting agreement with a Company to provide management services to the Company. For services rendered the Company agreed to pay the consultant $60,000 per year. For the three months ended March 31, 2011 and 2010, the Company recorded professional fees of $15,000 and $15,000, respectively and no payments were made to this consultant. At March 31, 2011 and December 31, 2010, amounts due to this consultant amounted to $89,794 and $74,794, respectively, and are included in accounts payable. NOTE 7 - SUBSEQUENT EVENTS Convertible Promissory Notes ---------------------------- On December 9, 2011, the Company entered into a convertible promissory note agreement with an individual for $12,000. This convertible note is unsecured, bears interest at 9.0% per annum and is payable on demand. The Holder shall have the right, exercisable at any time from and after the date of issuance of this convertible promissory note until this note is fully paid, to convert the entire outstanding and unpaid principal of this note, in whole or in part, upon delivery of a notice of conversion into the Company's common stock at the conversion price which shall be the average of the lowest three (3) trading prices for the Company's common stock during the 20 trading day period ending one trading day prior to the conversion date, subject to adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Company's common stock. This arrangement represents a fixed monetary conversion value of $12,000 based on the variable share quantity to be issued. On January 10, 2012, the Company entered into 3 convertible promissory note agreements with 2 third party companies for an aggregate amount of $25,022. These convertible notes are unsecured, bear interest at 9.0% per annum and are payable on demand. The Holder shall have the right, exercisable at any time from and after the date of issuance of these convertible promissory notes until the notes are fully paid, to convert the entire outstanding and unpaid principal of these note, in whole or in part, upon delivery of a notice of conversion into the Company's common stock at the conversion price which shall be the average of the lowest three (3) trading prices for the Company's common stock during the 20 trading day period ending one trading day prior to the conversion date, subject to adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Company's common stock. These arrangements represent a fixed monetary conversion value of $25,022 based on the variable share quantity to be issued. Notes Payable ------------- On February 24, 2012, an unrelated third party lent the Company $30,000. The loan does not bear interest, is unsecured and in due on demand. On May 7, 2012, an unrelated third party lent the Company $10,000. The loan does not bear interest, is unsecured and in due on demand. On June 28, 2012, an unrelated third party lent the Company $10,000. The loan does not bear interest, is unsecured and in due on demand. On August 12, 2012, an unrelated third party lent the Company $6,000. The loan does not bear interest, is unsecured and in due on demand. 12 NOTE 7 - SUBSEQUENT EVENTS (continued) Employment Agreement -------------------- On January 4, 2012, the Company entered into an employment agreement with its chief executive officer ("CEO"). The agreement is deemed to have begun on October 8, 2008 and shall continue until terminated. This agreement shall terminate at any time, with or without cause. The Company shall pay to CEO an annual salary of $60,000. Pursuant to the agreement, the CEO shall have the right exercisable at any time from and after the date of this employment agreement until all accrued salary is fully paid, to convert the entire accrued and unpaid salary, in whole or in part, upon delivery of a notice of conversion into fully paid and non-assessable shares of the Company's common stock, at the conversion price equal to the average of the lowest three (3) trading prices for the Company's common stock during the 20 trading day period ending one trading day prior to the conversion date, subject to adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Company's common stock. This arrangement represents a fixed monetary conversion value based on the variable share quantity to be issued. 13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation The Company has been inactive for the past several years. The Company has no means to generate any revenue. The Company is pursuing business opportunities, including merger opportunities with other businesses which may result in a reverse-take-over of the Company. However, there is no guarantee that the Company will be successful in these endeavors. Item 4. Controls and Procedures. (a) The Company maintains a system of controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended ("1934 Act"), is recorded, processed, summarized and reported, within time periods specified in the SEC's rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act, is accumulated and communicated to the Company's management, including its Principal Executive and Financial Officers, as appropriate to allow timely decisions regarding required disclosure. As of March 31, 2011, the Company's Principal Executive and Financial Officers evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Principal Executive and Financial Officers concluded that the Company's disclosure controls and procedures were effective. (b) Changes in Internal Controls. There were no changes in the Company's internal control over financial reporting during the quarter ended March 31, 2011, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. PART II Item 6. Exhibits Exhibits 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act. 14 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. September 5, 2012 By: /s/ Barry Reese ---------------------------- Barry Reese, President and Principal Executive and Financial Officer 15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2008

¨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 Registrant as Specified in its Charter)

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

677 North Washington Blvd., Sarasota, Florida 34236

(Address of Principal Executive Offices)

(914)-952-5885

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 ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer ¨ accelerated filer ¨ non-accelerated filer ¨ smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ 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 April 15, 2008.

WHITEMARK HOMES, INC.

FORM 10-Q

INDEX

	Page
Part I: Financial Information
Item 1: Financial Statements (Unaudited)	3
Item 2: Management's Discussion and Analysis or Plan of Operation	8
Item 3: Controls and Procedures	9
Part II: Other information
Item 1: Legal Proceedings	10
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3: Defaults Upon Senior Securities	10
Item 4: Submission of Matters to a Vote of Security Holders	10
Item 5: Other Information.	10
Item 6: Exhibits	11
Signatures	12

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

WHITEMARK HOMES, INC.

(A Development Stage Company)

Balance Sheets

	March 31,			December 31,
	2008			2007
	(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	487		$	2,025
Total Current Assets		487			2,025
TOTAL ASSETS	$	487		$	2,025
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Advances payable-related party	$	11,872		$	3,872
Accounts payable and accrued expenses		41,208			38,600
Total Current Liabilities		53,080			42,472
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock - $0.001 par value; 100,000,000shares authorized; 21,331,079shares issued and outstanding		21,332			21,332
Additional paid-in capital		24,110,446			24,110,446
Accumulated deficit		(24,184,371	)		(24,172,225	)
Total Stockholders' Equity (Deficit)		(52,593	)		(40,447	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	487		$	2,025

The accompanying notes are an integral part of these financial statements.

WHITEMARK HOMES, INC.

(A Development Stage Company)

Statements of Operations

(unaudited)

	For the Three Months Ended March 31, 2008			For the Three Months Ended March 31, 2007			From Inception of Development Stage on October 1, 2007 through March 31, 2008
REVENUES	$	-		$	-		$	-
COST OF REVENUES		-			-			-
GROSS MARGIN		-			-			-
OPERATING EXPENSES
Sales, general and administrative		12,146			-			53,289
Total Operating Expenses		12,146			-			53,289
INCOME FROM OPERATIONS		(12,146	)		-			(53,289	)
OTHER INCOME (EXPENSE)
Other income (expense)		-			-			-
Interest expense		-			-			-
Total Other Income (Expense)		-			-			-
LOSS FROM CONTINUING OPERATIONS		(12,146)			-			(53,289	)
INCOME (LOSS) FROM
DISCONTINUED OPERATIONS		-			(72,998	)		-
NET (LOSS)	$	(12,146	)	$	(72,998	)	$	(53,289	)
BASIC INCOME (LOSS) PER SHARE	$	(0.00	)	$	(0.00	)
BASIC WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		21,331,079			21,413,398

The accompanying notes are a integral part of these financial statements.

WHITEMARK HOMES, INC.

(A Development Stage Company)

Statements of Stockholders' Equity (Deficit)

(unaudited)

												Total
							Additional					Stockholders'
	Common Stock						Paid-In		Accumulated			Equity
	Shares			Amount			Capital		Deficit			(Deficit)
Balances at December 31, 2005		21,657,467		$	21,657		$	24,106,069	$	(22,681,345	)	$	1,446,381
Stock issued under dividend reinvestment program		12,128			12			2,178		-			2,190
Dividends payable		-			-			-		(1,492,361	)		(1,492,361	)
Net income for the year ended December 31, 2006		-			-			-		1,060,591			1,060,591
Balance, December 31, 2006		21,669,595			21,669			24,108,247		(23,113,115	)		1,016,801
Stock cancelled pursuant to lawsuit settlement		(350,000	)		(350	)		350		-			-
Stock issued under dividend reinvestment program		11,484			13			1,849		-			1,862
Net loss for the year ended December 31, 2007		-			-			-		(1,059,110	)		(1,059,110	)
Balance, December 31, 2007		21,331,079			21,332			24,110,446		(24,172,225	)		(40,447	)
Net loss for the three months ended March 31, 2008		-			-			-		(12,146	)		(12,146	)
Balance, March 31, 2008		21,331,079		$	21,332		$	24,110,446	$	(24,184,371	)	$	(52,593	)

The accompanying notes are an integral part of these financial statements.

WHITEMARK HOMES, INC.

(A Development Stage Company)

Statements of Cash Flows

(unaudited)

	For the Three Months Ended March 31, 2008			For the Three Months Ended March 31, 2007			From Inception of Development Stage on October 1, 2007 through March 31, 2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(12,146	)	$	(72,998	)	$	(53,289	)
Adjustments to reconcile net income (loss) to net cash provided for (used by) operating activities:
Discontinued operations		-			502,698			-
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		2,608			-			41,208
Net Cash Provided (Used) by Operating Activities		(9,538	)		429,700			(12,081	)
CASH FLOWS FROM FINANCING ACTIVITIES
Discontinued operations		-			(2,090,033	)		-
Proceeds from advances payable-related party		8,000			-			11,872
Proceeds from stock issuance		-			1,230			-
Net Cash Provided by Financing Activities		8,000			(2,088,803	)		11,872
NET INCREASE (DECREASE) IN CASH		(1,538	)		(1,659,103	)		(209	)
CASH AT BEGINNING OF PERIOD		2,025			2,542,475			696
CASH AT END OF PERIOD	$	487		$	883,372		$	487
SUPPLEMENTAL DISCLOSURES:
Cash Paid For:
Income Taxes	$	-		$	75,886		$	-
Interest	$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements.

WHITEMARK HOMES, INC.

(A Development Stage Company)

Notes to the Financial Statements

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2008 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2007 audited financial statements. The results of operations for the period ended March 31, 2008 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has had no revenues and has generated losses from operations.

In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources and to develop a consistent source of revenues. Management’s plans include merging with or acquiring an existing operating company.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Item 2. Management’s Discussion and Analysis or Plan of Operation

FORWARD-LOOKING STATEMENTS

This Form 10-Q 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-Q 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 was involved in the sale of single-family conventional homes, in the Orlando, Florida area. The Company had 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.

On August 22, 2007, Mr. Larry White sold all of his shares of Company common stock approximately 57% to TMK Holdings, Inc.

Effective August 22, 2007, the Board of Directors of the Company appointed Barry Reese as a director of the Company. In addition, effective August 22, 2007, the Board of Directors appointed Mr. Douglas Kanter as President of the Company. On August 22, 2007, William Rigsby and Scott Clark resigned as officers and directors of the Company. On September 12, 2007, the Board of Directors appointed Douglas Kanter and Tom Thomas to serve as directors of the Company.

The Company currently has no business operations and is seeking a merger with an existing operating company. On January, 28, 2008, Whitemark Homes, Inc signed a letter of intent to acquire Metiscan Holdings, Inc. a holding company that operates through its wholly owned subsidiary Metiscan Technologies, Inc. headquartered in Dallas, TX. Metiscan Technologies is a national provider of products and services that streamline the management and operations support of diagnostic imaging facilities, radiology groups, in-office imaging departments, small hospitals, and physician practices. This non-binding letter of intent outlines that Metiscan Technologies would be the operating business of Whitemark Homes going forward. Although preliminary terms have been agreed to, the companies are still in the process of negotiating the definitive agreement and there is no assurance that these negotiations will result in a completed transaction.

Liquidity and Capital Resources

Cash flow from operations for the three months ended March 31, 2008 was a negative amount of approximately $9,500. The cash flow from financing activities, was a positive amount of approximately $8,000 which was a result of the loans from the controlling shareholder. As of March 31, 2008, the Company had outstanding borrowings of approximately $11,872. This is an increase of approximately $8,000 from December 31, 2007.

The Company historically financed its projects with project specific acquisition, development and construction loans. These loans were secured by each project and were drawn down and repaid based on the progress of the project. The Company was unable to secure financing to acquire new parcels of land for development and has discontinued its home building operations. As a result, the Company has completed the final project. The company now either looks to be acquired or acquire an operating company.

As of March 31, 2008, the Company had cash on hand of approximately $487. This amount is not sufficient to meet its minimal operating expenses for the next twelve months. The Company expects to continue to borrow funds from its principle shareholder for the foreseeable future

Results of Operations for the three months ended March 31, 2008

The Company had no revenues from continuing operations curing the three months ended March 31, 2008. The Company currently has no source of revenues identified for 2008.

General and administrative expenses for the quarter ended March 31, 2008 were $12,146. For the three months ended March 31, 2007 all of the Company’s operations were discontinued. General and administrative expenses were primarily legal, accounting, and other expenses incurred to maintain the Company’s filings with the SEC.

A loss from operations of $12,146 was incurred for the quarter ended March 31, 2008 versus loss of $72,998 from discontinued operations in the quarter ended March 31, 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 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 Acting Chief Financial Officer (one individual), 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 Acting Chief Financial Officer (one individual) concluded that the Company’s disclosure controls and procedures were not effective. Due to the fact the Company has no operating business and no revenue, the Company has not taken any remedial actions.

(B) Changes In Internal Control over Financial Reporting

Our management, including our Chief Executive Officer and Acting 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 financial reporting during the first quarter of 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1: Legal Proceedings

None.

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

Issuance of Unregistered Shares

During the three months ended March 31, 2008, the Company did not issue any securities.

Item 3: Defaults Upon Senior Securities

None.

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

None.

Item 5: Other Information

On January 7, 2008, the Company filed a Current Report on 8-K announcing that effective October 31, 2007, Tedder, James, Worden & Associates, P.A. resigned as the Company’s independent registered public accounting firm and that on November 19, 2007, the Company engaged Moore & Associates, Chartered as its independent registered public accounting firm.

Item 6: Exhibits

	(a.)	Exhibits
	3.1	Articles of Incorporation (amended) filed as a part of Form 10-Q/A on November 30, 2000 (incorporated by reference)
	3.2	By-Laws previously filed with the SEC (incorporated by reference)
	10.1	Agreement for Exchange of Corporate Stock previously filed as a part of the Form 8-K on November 23, 2001 (incorporated by reference)
	10.2	Global Settlement Agreement (filed as a part of Form 8-K on April 29, 2003 (incorporated by reference)
	10.3	As previously filed in the company’s 10Q SB for the period ended March 31, 2007 21.1 Subsidiaries of registrant (filed with 2002 Form 10-KSB, incorporated by reference)
	31.1	Certification by Chief Executive Officer and Acting Principal Financial Officer (one individual) 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 Section 906 of the Sarbanes-Oxley Act of 2002

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 May 20, 2008.

WHITEMARK HOMES, INC.

Date: May 20, 2008

/s/ Douglas Kanter Douglas Kanter Chief Executive Officer, President, and Acting Chief Financial Officer

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