UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934

For the quarterly period ended March 31, 2012

o 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 of incorporation or organization)	(I.R.S. Employer Identification No.)

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 o 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 (§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 o 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 o	Accelerated filer o
Non-accelerated filer o	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 o

State the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date: 97,962,131 shares of common stock as of October 26, 2012.

WHITEMARK HOMES, INC.

FORM 10-Q

March 31, 2012

TABLE OF CONTENTS

		Page No.
	PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements.
	Consolidated Balance Sheets as of March 31, 2012 (Unaudited) and December 31, 2011	3
	Consolidated Statements of Operations - For the Three Months Ended March 31, 2012 and 2011 (unaudited)	4
	Consolidated Statements of Cash Flows - For the Three Months Ended March 31, 2012 and 2011 (unaudited)	5
	Notes to Unaudited Consolidated Financial Statements.	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	14
Item 4.	Controls and Procedures.	14

	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Mine Safety Disclosures	15
Item 5.	Other Information.	15
Item 6.	Exhibits.	15

SIGNATURES		16

PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

HITEMARK HOMES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS


	March 31,			December 31,
	2012			2011
	(Unaudited)
ASSETS

Current Assets:
Cash	$	15,227		$	5,380

Total Current Assets		15,227			5,380

Total Assets	$	15,227		$	5,380

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Convertible notes payable, net	$	279,181		$	207,492
Notes payable		63,894			63,894
Accounts payable		163,559			190,360
Accrued salaries		226,310			211,310
Accrued expenses		60,456			56,083

Total Current Liabilities		793,400			729,139

Total Liabilities		793,400			729,139

Stockholders' Deficit:
Common stock $.001 par value; 100,000,000 shares authorized;
97,962,131 and 97,962,131 shares issued and outstanding at
March 31, 2012 and December 31, 2011, respectively		97,962			97,962
Additional paid-in capital		27,236,990			27,236,990
Accumulated deficit		(28,113,125	)		(28,058,711	)

Total Stockholders' Deficit		(778,173	)		(723,759	)

Total Liabilities and Stockholders' Deficit	$	15,227		$	5,380

See accompanying notes to the unaudited consolidated financial statements.

WHITEMARK HOMES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS


	For the Three Months Ended
	March 31,
	2012			2011
	(Unaudited)			(Unaudited)

REVENUES	$	-		$	-

OPERATING EXPENSES:
Compensation and related benefits		15,000			15,000
Professional fees		27,826			25,761
Other general and administrative		2,015			-

Total Operating Expenses		44,841			40,761

LOSS FROM OPERATIONS		(44,841	)		(40,761	)

OTHER EXPENSE:
Interest expense		(9,573	)		(13,823	)

Total Other Expenses		(9,573	)		(13,823	)

NET LOSS	$	(54,414	)	$	(54,584	)

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.

WHITEMARK HOMES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Three Months
	Ended March 31,
	2012			2011
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(54,414	)	$	(54,584	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Non-cash professional fee		-			10,000
Interest expense		1,667			10,000
Changes in assets and liabilities:
Accounts payable		(26,801	)		14,539
Accrued salaries		15,000			15,000
Accrued expenses		4,373			5,045

NET CASH USED IN OPERATING ACTIVITIES		(60,175	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible debt		70,022			-

NET CASH PROVIDED BY FINANCING ACTIVITIES		70,022			-

Net Increase in Cash		9,847			-

Cash, Beginning of period		5,380			5,495

Cash, End of Period	$	15,227		$	5,495

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See accompanying notes to the unaudited consolidated financial statements.

WHITEMARK HOMES, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

March 31, 2012

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 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, 2011. 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 $54,414 and $60,175, respectively, for the three months ended March 31, 2012 and a working capital deficiency, accumulated deficit, and a stockholders’ deficit of $778,173, $28,113,125, and $778,173, respectively, at March 31, 2012. In addition, the Company was inactive as of March 31, 2012, 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.

WHITEMARK HOMES, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

March 31, 2012

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 2012 and 2011 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:

·	Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

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.

·	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, 2012 and December 31, 2011.

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, 2012 and December 31, 2011, there was $15,227 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 its deposits of cash.

WHITEMARK HOMES, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

March 31, 2012

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

The Company is governed by the tax laws 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 its 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, 2012 and December 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, 2012 and 2011, 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, 2012 and 2011 the Company did not incur research and development costs.

WHITEMARK HOMES, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

March 31, 2012

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,
	2012		2011
Convertible notes		260,921,818		162,494,357
Total		260,921,818		162,494,357

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 common shares were outstanding at March 31, 2012; only 2,037,869 additional shares are authorized for issuance as of March 31, 2012.

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 Note and Related Consulting Agreement

On January 1, 2010, the Company entered into a 24-month consulting agreement (the “Consulting Agreement”) with a 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 raised $80,000 in a private placement of its common stock or entry into alternative loan agreements or b) January 1, 2012. This Convertible Note did not accrue any interest during the term of this Note, and until 5 business days after the Maturity Date stated above. Since the Convertible Note was not paid in full by the end of the fifth day following the Maturity Date, the Convertible Note now bears interest at the rate of 15% per annum, which interest began accruing after such fifth day following the Maturity Date, until the Note is paid in full. Interest is computed on the basis of a 360-day year. The Convertible Note (and any accrued and unpaid interest) is 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.

WHITEMARK HOMES, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

March 31, 2012

NOTE 2 – CONVERTIBLE PROMISSORY NOTES (continued)

Convertible Promissory Note and Related Consulting Agreement (continued)

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, 2012 and 2011, the Company recorded professional fees of $0 and $10,000, respectively. Additionally, 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, 2012 and 2011, the Company recorded interest expense for the amortization of the debt discount of $0 and $10,000, respectively. As of the date of this report this loan was in default.

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.

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.

WHITEMARK HOMES, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

March 31, 2012

NOTE 2 – CONVERTIBLE PROMISSORY NOTES (continued)

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.

In January and February 2012, the Company entered into 4 convertible promissory note agreements with 2 third party companies for an aggregate amount of $55,022. 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 $55,022 based on the variable share quantity to be issued.

In October 2012, in order to properly memorialize certain demand loans received and previously disclosed, effective on March 9, 2012, the Company entered into a convertible promissory note agreement with a third party company in the amount of $15,000. This convertible note is unsecured, bear interest at 9.0% per annum and is payable on or before December 31, 2012. 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 90% of the average of the lowest three (3) closing prices for the Company's common stock during the 20 trading day period ending one trading day prior to the conversion date. Pursuant to ASB Topic 470-20-525 (Debt with conversion and other options), since the promissory note had a fixed conversion rate of 90% of the stock price, the Company determined it had a fixed maximum amount that can be settled for the debt. Accordingly, the Company accrued a put premium amount of $1,667 in this period since the debt is convertible at a fixed monetary amount of $16,667 and for the three months ended March 31, 2012, the Company recorded interest expense for this premium of $1,667.

At March 31, 2012 and December 31, 2011, convertible promissory notes consisted of the following:

	March 31,
	2012		2011
Convertible notes	$	277,514	$	207,492
Fixed monetary conversion put premium		1,667		-
Convertible notes	$	279,181	$	207,492

WHITEMARK HOMES, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

March 31, 2012

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, 2012 and December 31, 2011, 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, 2012 and December 31, 2011, the principal amount due under this note amounted to $27,080 and $27,080, respectively. The note is currently in default.

NOTE 4 – STOCKHOLDERS’ DEFICIT

Common Stock

At March 31, 2012 and December 31, 2011, there were not enough authorized shares to cover the conversion of outstanding convertible promissory notes into the Company’s common stock (see Note 1 under “Net Loss per Share of Common Stock”).

NOTE 5 – MATERIAL CONTRACTS

On October 2, 2008, the Company entered into a 36-month consulting agreement with a consultant 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, 2012 and 2011, the Company recorded professional fees of $0 and $15,000, respectively. At March 31, 2012 and December 31, 2011, amounts due to this consultant amounted to $109,934 and $119,794, respectively, and are included in accounts payable.

NOTE 6 - COMMITMENT

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 January 1, 2010 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.

WHITEMARK HOMES, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

March 31, 2012

NOTE 7 – SUBSEQUENT EVENTS

Convertible Promissory Note

In October 2012, in order to properly memorialize certain demand loans received and previously disclosed, effective on June 21, 2012, the Company entered into a convertible promissory note agreement with a third party company in the amount of $25,000. This convertible note is unsecured, bear interest at 9.0% per annum and is payable on or before December 31, 2012. 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 90% of the average of the lowest three (3) closing prices for the Company's common stock during the 20 trading day period ending one trading day prior to the conversion date. Pursuant to ASB Topic 470-20-525 (Debt with conversion and other options), since the promissory note had a fixed conversion rate of 90% of the stock price, the Company determined it had a fixed maximum amount that can be settled for the debt. Accordingly, the Company accrued a put premium amount of $2,778 in this period since the debt is convertible at a fixed monetary amount of $27,778 and the Company recorded interest expense for this premium of $2,778.

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 3.

Quantitative and Qualitative Disclosures About Market Risk.

Not applicable to smaller reporting companies.

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, 2012, 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, 2012, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II

Item 1. Legal Proceedings

None

Item 1A. Rick Factors

Not applicable to smaller reporting companies.

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

None

Item 3. Defaults Upon Senior Security

We are in default on our convertible debt and notes payable as described elsewhere herein.

Item 4. Mines Safety Disclosures

Not applicable.

Item 5. Other Information

None

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.

101	Interactive Data Files

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.

October 26, 2012	By:	/s/ Barry Reese
		Barry Reese, President and Principal Executive and Financial Officer

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