**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**










**AMENDMENT
      NO. 2 TO**





**Form
      10-KSB**







**(Mark
      One)**


**x**
            **Annual
                Report under Section 13 or 15(d) of the Securities Exchange Act of
                1934****For
                the fiscal year ended December 31, 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.**


**(Name
      of Small Business Issuer in Its Charter)**




**Colorado**
            
            **25-1302097****(State
                or Other Jurisdiction of**
              **Incorporation
                or Organization)**
            
            **(I.R.S.
                Employer**
              **Identification
                No.)****677
                North Washington Blvd.,**
              **Sarasota,
                Florida**
            
            **34236****(Address
                of Principal Executive Offices)**
            
            **(Zip
                Code)**





**(941)
      952-5885**


**Issuer’s
      Telephone Number, Including Area Code**







**Securities
      registered pursuant to Section 12(b) of the Act: None.**


**Securities
      registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par
      value**









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 x No  ̈





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B in this form, and no disclosure will be contained, to the best
      of
      registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. x





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





The
      issuer’s gross revenue for its most recent fiscal year was $-0-. As of March 25,
      2008, 21,124,308 shares of Common Stock were issued and outstanding.





The
      aggregate market value of the Common Stock held by non-affiliates of the Company
      on March 25, 2008 was $484,711, based on the price of the common stock ($0.055
      per share) at the close of the market on that day.





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








**Whitemark
      Homes, Inc.**


**Form
      10-KSB for the fiscal year ended December 31, 2007**





**TABLE
      OF CONTENTS**




**Page**PART
                I
            2Item
                1.
            Description
                of Business
            2Item
                1a.
            Risks
                Related to the Company’s Business
            2Item
                2.
            Description
                Of Properties
            3Item
                3.
            Legal
                Proceedings
            4Item
                4.
            Submission
                Of Matters To A Vote Of Security Holders
            4PART
                II
            5Item
                5.
            Market
                For Common Equity, Related Stockholder Matters And Small Business
                Issuer
                Purchases Of Equity Securities
            5Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operation
            6Item
                7.
            Financial
                Statements and Supplementary Data
            8Item
                8.
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            8Item 8a(T).
            Controls
                and Procedures
            8Item
                8b.
            Other
                Information
            9PART
                III
            10Item
                9.
            Directors,
                Executive Officers, Promoters, Control Persons and Corporate Governance;
                Compliance with Section 16(A) of The Exchange Act
            10Item
                11.
            Security
                Ownership Of Certain Beneficial Owners, Management And Related Stockholder
                Matters
            12Item
                12.
            Certain
                Relationships And Related Transactions, And Director
                Independence
            12Item
                13.
            Exhibits
            12Item
                14.
            Principal
                Accountant Fees and Services
            13SIGNATURES
            14FINANCIAL
                STATEMENTS
            F-i


-
          i -





**PART
      I**




**Item
                1.**
            **Description
                of Business**




**General**




Whitemark
      Homes, Inc. (the “Company” or “WTMK” or “Whitemark”) was incorporated under the
      name Golden Triangle Royalty & Oil, Inc. on July 30, 1975 under the laws of
      the State of Colorado. The Company was organized primarily to acquire and hold
      royalties on oil and gas properties. During 1996 the Company’s name was changed
      to Golden Triangle Industries, Inc. On June 17, 2000, the Golden Triangle
      shareholders approved the purchase of Whitemark Homes, Inc. It was determined
      that, after the acquisition, the Company’s business would be strictly that of
      Whitemark and that the oil, gas and other extractive businesses would be sold.
      Therefore, in June 2001 the name of the Company was changed to Whitemark Homes,
      Inc. to reflect the new business direction. Whitemark has been in the business
      of developing and constructing high quality residential communities for the
      past
      twenty years, with an emphasis on customer satisfaction. Whitemark’s business
      included the purchase and development of lots through the construction and
      sale
      of single family homes, including designing, building and marketing.




**Construction
      and Development**




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.




**Employees**




At
      December 31, 2007 and December 31, 2006, the Company employed 0 and 5
      individuals, respectively, including the executive officers.




**Item
                1a.**
            **Risks
                Related to the Company’s
                Business**




The
      following factors affect our business and the industry in which it operates.
      The
      risks and uncertainties described below are not the only ones we face.
      Additional risks and uncertainties not presently known or that we currently
      consider immaterial may also have an adverse effect on our business. If any
      of
      the matters discussed in the following risk factors were to occur, our business,
      financial condition, results of operations, cash flows, or prospects could
      be
      materially adversely affected.


-
          2 -


***We
      have not identified an existing operating company for acquisition or merger.***




We
      presently have no operations or source of revenues. The process of identifying
      a
      merger/ acquisition candidate may be long and expensive. We have limited cash
      resources for completing this process. We may not be able to identify a company
      which is satisfactory to our management. Also even if a merger/ acquisition
      is
      completed there is no assurance that it will be successful.




***We
      have a limited operating history and limited revenues and it is uncertain
      whether or not we will be able to develop a successful business.***




We
      have
      no operating history and, accordingly, are subject to substantial risks inherent
      in the commencement of a new business enterprise. We do not have any assets.
      We
      were previously engaged in the construction of homes. We have ceased those
      operations and are seeking a new business to acquire.




As
      of
      December 31, 2007, our monthly operating overhead is approximately $2,500 and
      such amount will increase as we expand our operations.




***The
      stock market has a history of cyclicality and demand for public shells may
      decrease in the future.***




Although
      the demand for public shells has been high in the last two years, it has a
      history of cyclicality. Should the demand for shell decline our ability to
      find
      a merger may be impaired.




***We
      could be adversely affected by government regulation.***




Public
      companies are subject to both State and Federal regulation. Changes in laws
      and
      rules of these regulatory bodies may affect our ability to attract qualified
      and
      acceptable merger/acquisition candidates.




***Risks
      Related to Our Common Stock***




**There
      is currently**  **a
      limited market for our securities, and there are substantial restrictions on
      the
      transferability of our securities.**




There
      is
      currently a limited market for our common stock. Accordingly, purchasers of
      the
      shares offered hereby will be required to bear the economic consequences of
      holding such securities for an indefinite period of time. An active trading
      market for our common stock may not ever develop. Any trading market that does
      develop may be volatile, and significant competition to sell our common stock
      in
      any such trading market may exist, which could negatively affect the price
      of
      our common stock. As a result, the value of our common stock may decrease.
      Additionally, if a trading market does develop, such market may be highly
      illiquid, and our common stock may trade at a price that does not accurately
      reflect the underlying value of our net assets or business prospects. Investors
      are cautioned not to rely on the possibility that an active trading market
      may
      develop or on the prices at which our stock may trade in any market that does
      develop in making an investment decision.




***We
      presently do not intend to pay cash dividends on our stock.***




We
      currently anticipate that no cash dividends will be paid on any of our stock
      in
      the foreseeable future. While our dividend policy will be based on the operating
      results and capital needs of the business, it is anticipated that all earnings,
      if any, will be retained to finance future expansion of our business.




**Item
                2.**
            **Description
                Of Properties**




The
      Company’s offices are provided by its President at no cost to the Company. The
      Companies offices are leased on a month to month basis at a cost of $145.10
      per
      month.


-
          3 -


**Item
                3.**
            **Legal
                Proceedings**




**Governmental
      Action**




During
      2003, the Securities and Exchange Commission (“SEC”) opened an investigation of
      the Company related to the method in which the acquisition of the NFC Group
      was
      recorded. In September of 2005, the Company reached an agreement in principle
      with the SEC staff to recommend settlement of this matter which was formally
      approved by the SEC in December 2006. Under the settlement, the Company
      consented, without admitting or denying the allegations, to cease and desist
      from future violations of certain securities laws and regulations, but no fines
      or disgorgement were required of the Company.




**Item
                4.**
            **Submission
                Of****Matters
                To A Vote Of Security
                Holders**




None.


-
          4 -


**PART
      II**





**Item
                5.**
            **Market
                For Common****Equity,
                Related Stockholder Matters And Small Business Issuer Purchases Of
                Equity
                Securities**




**Common
      Stock**




The
      only
      class of equity securities authorized by the Company’s Articles of
      Incorporation, as amended, is the Company’s common stock, $0.001 par value per
      share. The Company’s common stock is traded on the OTC Bulletin Board under the
      symbol “WTMK”. The range of high and low sales prices for each quarter during
      the last two fiscal years, as quoted on the OTC Bulletin Board for the periods
      discussed above, is set out in the table that follows. These quotations reflect
      inter-dealer prices, without retail mark-up, mark-down, or commission and may
      not necessarily represent actual transactions.




**Year
                Ended December 31,**
              **2006**
            
            **Year
                Ended December 31,**
              **2007****High**
            
            **Low**
            
            **High**
            
            **Low**1stQuarter
            
            $
            .40
            
            $
            .10
            
            $
            .15
            
            $
            .092ndQuarter
            
            
            .64
            
            
            .12
            
            
            .13
            
            
            .103rdQuarter
            
            
            .25
            
            
            .10
            
            
            .13
            
            
            .084thQuarter
            
            
            .20
            
            
            .10
            
            
            .11
            
            
            .05





On
      March
      25, 2008, the price of the stock closed at $0.055 per share as reported on
      the
      OTC Bulletin Board.




As
      of
      March 25, 2008, there were approximately 6,922 holders of record of the
      Company’s Common Stock, plus an undetermined number of stockholders who hold
      their stock in street name.




**Dividends**




The
      Company paid a cash dividend of $0.07 per share on its common stock on January
      18, 2007, and other than a potential liquidation dividend, the Company does
      not
      anticipate the payment of cash dividends in the foreseeable future. Payment
      of
      cash dividends is within the discretion of the Company’s Board of Directors and
      will depend, among other factors, on earnings, capital requirements and the
      operating and financial condition of the Company.




**Sales
      of Unregistered Shares**




During
      the years ended December 31, 2007 and 2006, the Company did not issue any
      securities in the transactions without registering the securities under the
      Securities Act of 1933, as amended.




**Redemptio** **n** **of Securities**




·
            On
                November 28, 2005 the Company redeemed all outstanding convertible
                debentures issued to YA Global Investments, L.P. (a/k/a Cornell Capital
                Partners, LP).·
            The
                Company did not repurchase any
                shares.





Securities
      Authorized for Issuance Under Equity Compensation Plan


-
          5 -


The
      following table sets forth the securities that have been authorized under equity
      compensation plans as of December 31, 2007.




**Number**
              **Of**
              **Securities**
              **To Be**
              **Issued**
              **Upon**
              **Exercise**
              **Of**
              **Outstanding**
              **Options,**
              **Warrants**
              **And Rights**
            
            **Weighted-**
              **Average**
              **Exercise**
              **Price**
              **Of**
              **Outstanding**
              **Options,**
              **Warrants**
              **And Rights**
            
            **Number**
              **Of Securities**
              **Remaining**
              **Available**
              **For Future**
              **Issuance**
              **Under Equity**
              **Compensation**
              **Plans**
              **(Excluding**
              **Securities**
              **Reflected**
              **In Column**
              **(a))****(a)**
            
            **(b)**
            
            **(c)**Equity
                compensation plans approved by security holders
            
            
            —
            
            
            —
            
            
            —Equity
                compensation plans not approved by security holders
            
            
            1,000,000
            
            $
            1.10
            
            
            —TOTAL
            
            
            1,000,000
            
            $
            1.10
            
            
            —





***Aggregate
      Option Exercises in Last Fiscal Year and FY-End Option
      Values***





**Name**
            
            **Shares**
              **Acquired on**
              **Exercised**
              **(#)**
            
            **Value**
              **Realized**
              **($)(1)**
            
            **Number of**
              **Securities**
              **Underlying**
              **Unexercised**
              **Options at**
              **FY-End (#)**
            
            **Number of**
              **Unexercised In**
              **the Money**
              **Options at**
              **FY-End ($)**Larry
                White
            
            
            -0-
            
            
            -0-
            
            
            1,000,000
            
            
            -0-





**Compensation
      Committee Report on Executive Compensation**




The
      Board
      of Directors delegates responsibility for executive compensation to the
      Compensation Committee that is presently comprised of two of the directors
      on
      the Board, Douglas Kanter and Tom Thomas. The Committee approves all of the
      policies under which compensation is paid or awarded to the chief executive
      officer, reviews, and, as required, approves such policies for executive
      officers, key management, and directors, and oversees the administration of
      executive compensation programs. The Board of Directors did meet in 2006 to
      approve the bonuses. The Committee determines compensation for the Chief
      Executive Officer based on its assessment of the individual performance of
      the
      officer, a review of the Company’s operating performance, including but not
      limited to, earnings per share, cash flow generation, revenues, operating
      income, and strategic acquisitions, an analysis of total returns to shareholders
      relative to total returns generated by comparable public companies and a review
      of compensation of the chief executive officers of companies with businesses
      of
      comparable size.




**Item
                6.**
            **Management’s
                Discussion and Analysis or Plan of
                Operation**




**General
      Overview**




The
      Company developed real estate and built homes. The Company is no longer
      developing any real estate. The Company intends to attempt to be acquired or
      to acquire an operating company.


-
          6 -


**Liquidity
      and Capital Resources**




The
      Company’s financing needs were provided through cash flows from operations, bank
      borrowings, and private and public debt and equity markets. Cash flow from
      operations were positive in 2006 due to the selling of the lots from our
      developments. During 2007 cash flow was negative as the Company liquidated
      its
      assets and paid off its liabilities.




On
      December 31, 2007, the Company had outstanding liabilities of approximately
      $43,500. This is a decrease from December 31, 2006 of approximately $2,910,000
      as a result of the selling of lots in our developments and payments made on
      outstanding loans.




**Revenues:
      Whitemark had no revenues from continuing operations for the years ended
      December 31, 2007 and 2006.**




Expenses:
      Selling, general and administrative expenses from continuing operations were
      $41,143 for the year ended December 31, 2007. These expenses were for legal
      and
      professional fees incurred in connection with the Company’s public filings, and
      miscellaneous office expenses. The Company anticipates incurring similar fees
      in
      2008 unless it identifies a company with which to merger in which case the
      fees
      will increase significantly.




**Loss
      from Operations: Loss from continuing operations for the year ended December
      31,
      2007 was $41,143.**




Discontinued
      Operations: The Company recorded a loss from its discontinued real estate
      development operations of $1,107,967 for the year ended December 31, 2007 versus
      income of $1,060,591 in the year ended December 31, 2006. This change is
      primarily attributable to the liquidation of the Company’s assets and
      liabilities.




**Disclosure
      Regarding Forward-Looking Statements**




Investors
      are cautioned that certain statements contained in this document, as well as
      some statements by the Company in periodic press releases and some oral
      statements by Company officials to securities analysts and stockholders during
      presentations about the Company are “forward-looking statements” within the
      meaning of the Private Securities Litigation Reform Act of 1995.




Statements
      which are predictive in nature, which depend upon or refer to future events
      or
      conditions, or which include words such as “expects”, “anticipates”, “intends”,
“plans”, “believes”, “estimates”, “hopes”, and similar expressions constitute
      forward-looking statements. In addition, any statements concerning future
      financial performance (including future revenues, earnings or growth rates),
      ongoing business strategies or prospects, and possible future Company actions,
      which may be provided by management, are also forward-looking
      statements.




Where
      this Form 10-KSB/A includes “forward-looking” statements, the Company desires to
      take advantage of the “safe harbor” provisions of the Act. Therefore, the
      Company is including this statement for the express purpose of availing itself
      of the protections of such safe harbor provisions with respect to all of such
      forward-looking statements. Forward-looking statements reflect the Company’s
      current views with respect to future events and financial performance and are
      not guarantees of future performance. The Company has no specific intention
      to
      update these statements. These forward-looking statements are subject to certain
      risks and uncertainties that could cause actual results to differ from those
      anticipated. The Company undertakes no obligation to publicly revise these
      forward-looking statements to reflect events or circumstances that may arise
      after the date hereof. All subsequent written and oral forward-looking
      statements attributable to the Company or persons acting on its behalf are
      expressly qualified in their entirety by this section.




**Application
      of Critical Accounting Policies Going Concern**




The
      Company incurred a net loss of approximately $41,000 from the inception of
      the
      development stage on October 1, 2007. The Company’s current liabilities exceed
      its current assets by approximately $40,447 as of December 31, 2007 and the
      Company has no source of revenues. These factors together raise substantial
      doubt about the Company’s ability to continue as a going concern. The Company’s
      management plans to continue to fund its operations in the short term with
      a
      combination of debt and equity financing and to seek a merger with an existing
      operating company.


-
          7 -


The
      ability of the Company to continue as a going concern is dependent on additional
      sources of capital and the success of the Company’s plan. The financial
      statements do not include any adjustments that might be necessary if the Company
      is unable to continue as a going concern.




**Item
                7.**
            **Financial
                Statements and Supplementary
                Data**




See
      the
      Consolidated Financial Statements beginning on page F-1 immediately following
      the signature page of this Form 10-KSB/A.




**Item
                8.**
            **Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure**




On
      October 31, 2007, Tedder, James, Worden & Associates, P.A. (“Tedder James”)
      delivered written notice to the Company resigning as the independent registered
      public accounting firm for Whitemark Homes, Inc.




The
      reports of Tedder James on the Company’s financial statements for the previous
      two fiscal years did not contain any adverse opinion or a disclaimer of opinion
      and were not qualified or modified as to uncertainty, audit scope or accounting
      principle. During the previous two fiscal years and this fiscal year, there
      have
      been no disagreements with Tedder James on any matters of accounting principles
      or practices, financial statement disclosure or auditing scope or procedure,
      which disagreements, if not resolved to the satisfaction of Tedder James would
      have caused Tedder James to make reference thereto in their reports on the
      financial statements for such years. During the previous two fiscal years and
      this fiscal year, there have been no reportable events as such term is defined
      in Regulation S-B.




Effective
      November 19,2007, Moore & Associates, Chartered was engaged as the
      independent registered certified public accounting firm of
      Whitemark.




There
      are
      no disagreements between the Company and its auditor, Moore & Associates,
      P.A., on accounting and financial disclosure.




**Item
                8A(T).**
            **Controls
                and Procedures**




**Management’s
      Annual Report on Internal Control over Financial Reporting**





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting. Our internal control system was designed
      to
      provide reasonable assurance to our management and Board of Directors regarding
      the preparation and fair presentation of published financial
      statements.




Our
      management, including our Chief Executive Officer and Acting Chief Financial
      Officer (one individual) assessed the effectiveness of our internal control
      over
      financial reporting as of December 31, 2007. In making this assessment, it
      used
      the criteria set forth by the Committee of Sponsoring Organizations of the
      Treadway Commission (COSO) in *Internal
      Control—Integrated Framework* Based
      on
      our assessment we believe that, as of December 31, 2007, our internal control
      over financial reporting was not effective based on those criteria.




The
      determination of ineffective internal control is based upon the lack of
      separation of duties. Our entire management is comprised of one individual.
      It
      is impossible to create a system of checks and balances with oversight in this
      circumstance. It is management’s intention to bring additional people into the
      management team. Once there are more members of management, responsibilities
      can
      be divided and oversight roles created.


-
          8 -


This
      annual report does not include an attestation report of the Company’s registered
      accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the Company’s registered
      public accounting firm pursuant to temporary rules of the SEC.





**Disclosure
      Controls and Procedures**





Our
        management, with the participation of our chief executive officer and acting
        chief financial officer (one individual), has evaluated the effectiveness
        of our
        disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
        under the Securities Exchange Act of 1934 (the “Exchange
        Act”)) as
        of December
        31, 2007. Based on this evaluation, our chief executive officer and acting
        chief
        financial officer have concluded that, as of December 31, 2007, our disclosure
        controls and procedures were not effective. Our conclusion was based on (1)
        our
        lack of systematic accounting and disclosure procedures, (2) the lack of
        development of our IT systems, (3) the lack of hiring and development of
        new
        personnel and (4) the number of adjustments identified by our independent
        auditors during the course of their review. We attribute all of the identified
        weaknesses to the formative stage of our organizational development. We
        currently lack the personnel resources to ensure that our disclosure controls
        and procedures are adequate. We intend to address the procedural and control
        issues by adding more formalized accounting procedures.


**Changes
      in Internal Control Over Financial Reporting**





There
      have been no significant changes in our internal control over financial
      reporting during the Company’s last fiscal quarter that has materially affected,
      or is reasonably likely to affect, the Company’s internal control over financial
      reporting.





**Inherent
      Limitations on Effectiveness of Controls**




The
      Company’s management does not expect that its disclosure controls or its
      internal control over financial reporting will prevent or detect all errors
      and
      all fraud. A control system, no matter how well designed and operated, can
      provide only reasonable, not absolute, assurance that the control system’s
      objectives will be met. 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. Further, because of the inherent limitations
      in all control systems, no evaluation of controls can provide absolute assurance
      that misstatements due to error or fraud will not occur or that all control
      issues and instances of fraud, if any, within the Company have been detected.
      These inherent limitations include the realities that judgments in decision
      making can be faulty and that breakdowns can occur because of simple error
      or
      mistake. Controls can also be circumvented by the individual acts of some
      persons, by collusion of two or more people, or management override of the
      controls. The design of any system of controls is based in part on certain
      assumptions about the likelihood of future events, and there can be no assurance
      that any design will succeed in achieving its stated goals under all potential
      future conditions. Projections of any evaluation of controls effectiveness
      to
      future periods are subject to risks. Over time, controls may become inadequate
      because of changes in conditions or deterioration in the degree of compliance
      with policies or procedures.




**Item
                8b.**
            **Other
                Information******




None.


-
          9 -


**PART
      III**





**Item
                9.**
            **Directors,
                Executive Officers, Promoters, Control Persons and Corporate Governance;
                Compliance with Section 16(A) of The Exchange
                Act**




**Directors**




The
      Board
      of Directors of the Company (the Board) presently consists of three members.
      Each director is elected at the annual meeting of shareholders to hold office
      until the next annual meeting of shareholders and until his/her successor has
      been elected and qualified. Serving as directors as of April 14, 2008 were:
      Douglas Kanter, Barry Reese, and Tom Thomas. The following table sets forth
      information concerning the persons currently serving as directors of the
      Company.




**Name**
            
            **Age**
            
            **Position With**
              **the Company**
            
            **Date First**
              **Elected**
              **as Director**Douglas
                Kanter
            
            
            55
            
            
            Chairman of the Board,
              Chief Executive Officer,
              President, and Acting
              Chief Financial Officer
            
            
            2007Barry
                Reese
            
            
            45
            
            
            Director
            
            
            2007Tom
                Thomas
            
            
            56
            
            
            Director
            
            
            2007Executive
                Officers





Unless
      otherwise specified by the Board, all executive officers are elected for a
      term
      of one year, commencing with the date of the first meeting of the Board
      following the annual meeting of stockholders, and serve until their successors
      are elected or appointed and qualified, or until their respective death,
      resignation, removal or disqualification. The following table sets forth certain
      information with respect to the persons currently serving as executive officers
      of the Company.




There
      are
      no family relationships between the Company’s officers and
      directors.




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




**Douglas
      Kanter** (Chairman of the Board, Chief Executive Officer, and Acting Chief Financial
      Office. Mr.  Kanter currently serves as President of the Company, and is a
      residential real estate developer and investor. He has been a licensed general
      contractor for over twenty-five (25) years. Mr. Kanter has served as President
      of Flamingo Building Corporation since 1996. Mr. Kanter graduated from the
      University of Florida in 1975 with a degree in Building Construction from the
      School of Architecture.




**Barry
      Reese** (Director): Mr. Reese has owned and operated Danielson Plumbing LLC since 1992.
      Mr. Reese has been a State of Florida certified plumbing contractor since 1992
      and has been in good standing with the Florida Department of Business and
      Professional Regulation Construction Industry Licensing Board since
      1985.




**Tom
      Thomas** (Director): Mr. Thomas retired from Sun Microsystems in July 2004 after sixteen
      (16) years of service in various regional, national and global positions. At
      the
      time of his resignation, Mr. Thomas was Director of Worldwide OEM Partners.
      Since his retirement, Mr. Thomas has been involved in the real estate industry.
      Mr. Thomas graduated from Florida State University in 1981.


-
          10 -


**Section
      16(a) Beneficial Ownership Reporting Compliance**




Under
      U.S. securities laws, directors, executive officers and persons holding more
      than 10% of the Company’s common stock must report their initial ownership of
      the common stock and any changes in that ownership in reports which must be
      filed with the SEC and the Company. The SEC has designated specific deadlines
      for these reports and the Company must identify those persons who did not file
      these reports when due. Based solely on a review of reports filed with the
      Company, all reports regarding transactions in the Company’s securities required
      to be filed for 2006 by Section 16(a) under the Securities Exchange Act of
      1934,
      were filed.




**Code
      of Ethics**




On
      April
      8, 2004, the Board of Directors of the Company adopted a written Code of Ethics
      designed to deter wrongdoing and promote honest and ethical conduct, full,
      fair
      and accurate disclosure, compliance with laws, prompt internal reporting and
      accountability to adherence to the Code of Ethics. This Code of Ethics has
      been
      filed with the Securities and Exchange Commission as an Exhibit to Form 10-KSB/A
      for the year ended December 31, 2003.




Our
      Board
      of Directors does not have a compensatory Audit or Nominating Committee and
      the
      usual functions of such committees are currently performed by the Board. The
      Directors have determined that at present, we do not have an audit committee
      financial expert. The Directors believe that they are capable of analyzing
      and
      evaluating our financial statements and understanding internal contracts and
      procedures for financial reporting. In addition we have been seeking and
      continue to seek appropriate individuals to serve on the Board and an audit
      committee who will meet the “requirements necessary to be an independent
      financial expert.”




**Item
      10.**  **Executive
      Compensation**




The
      following table sets forth certain information as to the Company’s Chief
      Executive Officer for the past two fiscal years. There is no other compensation
      to other officers or employees that would require disclosure under this item.


**Summary
                  Compensation Table****Name**
                **and**
                **principal**
                **Position**
              
              **Year**
              
              **Salary ***
              
              **Bonus**
              
              **Stock**
                **Awards**
              
              **Option**
                **Awards**
              
              **Non-Equity**
                **Incentive Plan**
                **Compensation**
              
              **Nonqualified**
                **Deferred**
                **Compensation**
                **Earnings**
              
              **All Other**
                **Compensation**
                ******
              
              **Total**Douglas Kanter,
                  CEO
              
              
              2007William
                  Rigsby
              
              
              2006
              
              $
              131,195.00
              
              $
              50,000
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              3,750.00CEO
              
              
              2007
              
              $
              81,891.90
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              $
              2471.38




*
      The
      amounts presented reflect salary received for the entire year.


**
      Other Compensation including contributions to a “SIMPLE” Retirement Plan.





No
      options were granted during the years ended December 31, 2007 and
      2006.




**Director
      Compensation**




No
      compensation was paid to directors in 2007 and 2006.


-
          11 -


**Item
                11.**
            **Security
                Ownership Of Certain Beneficial Owners, Management And Related Stockholder
                Matters**




The
      following table sets forth certain information regarding ownership of the
      Company’s common stock as of March 25, 2008 with respect to (1) each person
      known by the Company to own beneficially more than 5% of the Company’s common
      stock, (2) each of the Company’s directors, and (3) all directors and officers
      of the Company as a group. The title of class is common stock, $.001 par
      value.




**Name and Address**
              **of Stockholder**
            
            **# of Shares**
              **Beneficially**
              **Owned**
            
            **Percent of**
              **Class**Douglas Kanter
              677
                North Washington Blvd.
              Sarasota,
                FL 34236
            
            
            12,311,977
            
            
            57.71
            %*All
                directors and officers as
              group
                (3 persons)
            
            
            12,311,977
            
            
            57.71
            %




The
      stockholders identified in this table have sole voting and investment power
      with
      respect to the shares beneficially owned by them.





**Changes
      in Control**




During
      2007, TMK Holdings, Inc. acquired 12,311,977 (57.71%) shares of common stock
      from Larry and Patricia White. Douglas Kanter is the sole shareholder of TMK
      Holdings, Inc.




**Item
                12.**
            **Certain
                Relationships And Related Transactions, And Director
                Independence**




The
      following Directors are independent: Barry Reese, Tom Thomas




The
      following directors are not independent: Douglas Kanter




**Item
                13.**
            **Exhibits**




The
      following documents are filed as a part of this report or are incorporated
      by
      reference:




(a)  Exhibits –
      The following Exhibits are furnished as a part of this report:




3.1
            
            Articles
                of Incorporation (amended), as 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)9.1
            
            Voting
                trust agreement (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 8-K on April 29, 2003,
                (incorporated by reference)14.1
            
            Code
                of Ethics (incorporated by reference to an Exhibit to the Company’s Annual
                Report on Form 10-KSB as filed with the SEC on April 8,
                2004.21.1
            
            Subsidiaries
                of registrant (filed with this Form 10-KSB)23.1
            
            Consent
                of Moore & Associates,Chartered(filed with this form
                10-KSB)23.2
            
            Consent
                of Tedder, James, Worden & Associates, P.A. (filed with this Form
                10-KSB)31.1
            
            Certification(s)
                of the President (filed with this Form 10-KSB)32.1
            
            Certification(s)
                of the Chief Financial Officer (filed with this Form
                10-KSB)


-
          12 -


(b)  Reports
      on Form 8-K




On
      December 19, 2006, the Company filed a form 8-K declaring a $.07 per share
      Cash
      Dividend.




On
      August
      22, 2007, the Company filed a form 8-K naming a sole Director and President
      and
      announcing the resignation of the existing Board of Directors.




On
      September 12, 2007, the Company named two Directors to serve on the Board of
      Directors.




**Item
                14.**
            **Principal
                Accountant Fees and
                Services**




The
      following list details billed for professional services by the Company’s
      Independent Registered Certified Accounting firm during 2007.




**2007**Audit
                Fees(1)
            
            $
            15,510Tax
                Fees (2)
            
            
            6,500$
            22,010




(1)Audit
      fees consist of fees for the audit of the Company’s financial statements and
      review of the financial statements included in the Company’s quarterly
      reports.




(2)Tax
      fees consist of fees for the preparation of original federal and state income
      tax returns and fees for miscellaneous tax consulting services.


-
          13 -





**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
                9, 2008
            By:
            /s/
                Barry ReeseBarry
                ReeseChief
                Executive Officer, President, andActing
                Financial Officer, Director







Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.




**Signature**
            
            **Title**
            
            **Date**/s/
                Barry Reese
            
            Chief
                Executive Officer, President, and
            
            September
                9, 2008Barry
                Reese
            
            Acting
                Financial Officer, Director/s/
                John
                Reese
            
            Director
            
            September
                9, 2008John
                  Reese




-
          14 -




**WHITEMARK
      HOMES, INC.**


FINANCIAL
      STATEMENTS


December
      31, 2007 and 2006





Report
                of Independent Registered Certified Public Accounting Firm
            
            F-3Report
                of Independent Registered Certified Public Accounting Firm
            
            F-4Balance
                Sheet
            
            F-5Statements
                of Operations
            
            F-6Statements
                of Stockholders’ Equity (Deficit)
            
            F-7Statements
                of Cash Flows
            
            F-8Notes
                to the Financial Statements
            
            F-9




-
          F-i
          -




**Report
      of Independent Registered Certified Public Accounting Firm**





The
      Board
      of Directors and Stockholders of


Whitemark
      Homes, Inc.





We
      have
      audited the accompanying consolidated statements of operations, stockholders’
equity, and cash flows for the year ended December 31, 2006 of Whitemark Homes,
      Inc. and subsidiaries. These financial statements are the responsibility of
      the
      Company’s management. Our responsibility is to express an opinion on these
      financial statements based on our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the results of operations of Whitemark Homes, Inc.
      and
      subsidiaries and their cash flows for the year ended December 31, 2006, in
      conformity with U.S. generally accepted accounting principles.





/s/TEDDER,
                JAMES, WORDEN & ASSOCIATES,
                P.A.





Orlando,
      Florida


March
      16,
      2007




-
          F-ii
          -




**MOORE
      & ASSOCIATES, CHARTERED**


*ACCOUNTANTS
      AND ADVISORS*


*PCAOB
      REGISTERED*





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





**To
      the Board of Directors**


**Whitemark
      Homes Inc**


(A
      Development Stage Company)





We
      have
      audited the accompanying balance sheet of Whitemark Homes Inc (A Development
      Stage Company) as of December 31, 2007, and the related statements of
      operations, stockholders’ equity and cash flows for the year ended December 31,
      2007, and since inception of development stage on October 1, 2007 through
      December 31, 2007. These financial statements are the responsibility of the
      Company’s management. Our responsibility is to express an opinion on these
      financial statements based on our audits. The financial statements of Whitemark
      Homes Inc as of December 31, 2006, were audited by other auditors whose report
      dated March 16, 2007 expressed an unqualified opinion on those statements.





We
      conducted our audits in accordance with standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audits provide a reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Whitemark Homes Inc (A Development
      Stage Company) as of December 31, 2007, and the related statements of
      operations, stockholders’ equity and cash flows for the year ended December 31,
      2007 and since inception of development stage on October 1, 2007 through
      December 31, 2007, in conformity with accounting principles generally accepted
      in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 8 to the financial
      statements, the Company incurred a net loss of approximately $41,000 from
      inception of the development stage on October 1, 2007, which raises substantial
      doubt about its ability to continue as a going concern. Management’s plans
      concerning these matters are also described in Note 8. The financial statements
      do not include any adjustments that might result from the outcome of this
      uncertainty.





***/s/
      Moore & Associates, Chartered***





Moore
      & Associates Chartered


Las
      Vegas, Nevada


March
      21,
      2008





*2675
      S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
      253-7501*




-
          F-iii
          -




**WHITEMARK
      HOMES, INC**


(A
      Development Stage Company)


Balance
      Sheets





**December 31,**
              **2007****ASSETS********CURRENT
                ASSETS******Cash
                and cash equivalents
            
            $
            2,025Total
                Current Assets
            
            
            2,025TOTAL
                ASSETS
            
            $
            2,025**LIABILITIES
                AND STOCKHOLDERS’ EQUITY (DEFICIT)****CURRENT
                LIABILITIES******Advances
                payable-related party
            
            $
            3,872Accrued
                expenses
            
            
            38,600Total
                Current Liabilities
            
            
            42,472**STOCKHOLDERS’
                EQUITY (DEFICIT**)Common
                stock - $0.001 par value; 100,000,000shares
                authorized; 21,331,079shares
                issued and outstanding
            
            
            21,332Additional
                paid-in capital
            
            
            24,110,446Accumulated
                deficit
            
            
            (24,172,225
            )Total
                Stockholders’ Equity (Deficit)
            
            
            (40,447
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS’********EQUITY
                (DEFICIT)******
            
            $
            2,025





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




-
          F-1
          -




**WHITEMARK
      HOMES, INC.**


(A
      Development Stage Company)


Statements
      of Operations




**For the**
              **Year Ended**
              **December 31,**
              **2007**
            
            **For the**
              **Year Ended**
              **December 31,**
              **2006**
            
            **From**
              **Inception**
              **of**
              **Development**
              **Stage on**
              **October 1,**
              **2007****through**
              **December 31,**
              **2007**REVENUES
            
            $
            -
            
            $
            -
            
            $
            -COST
                OF REVENUES
            
            
            -
            
            
            -
            
            
            -GROSS
                MARGIN
            
            
            -
            
            
            -
            
            
            -OPERATING
                EXPENSESSales,
                general and administrative
            
            
            41,143
            
            
            -
            
            
            41,143Total
                Operating Expenses
            
            
            41,143
            
            
            -
            
            
            41,143INCOME
                FROM OPERATIONS
            
            
            (41,143
            )
            
            -
            
            
            (41,143
            )OTHER
                INCOME (EXPENSE)Other
                income (expense)
            
            
            -
            
            
            -
            
            
            -Interest
                expense
            
            
            -
            
            
            -
            
            
            -Total
                Other Income (Expense)
            
            
            -
            
            
            -
            
            
            -LOSS
                FROM CONTINUING OPERATIONS
            
            
            (41,143
            )
            
            -
            
            
            (41,143
            )INCOME
                (LOSS) FROM DISCONTINUED OPERATIONS
            
            
            (1,017,967
            )
            
            1,060,591
            
            
            -NET
                INCOME (LOSS)
            
            $
            (1,059,110
            )
            $
            1,060,591
            
            $
            (41,143
            )BASIC
                INCOME (LOSS) PER SHARE
            
            $
            (0.05
            )
            $
            0.05DILUTED
                INCOME (LOSS) PER SHARE
            
            $
            (0.05
            )
            $
            0.05BASIC
                WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
            
            
            21,500,337
            
            
            21,668,622DILUTED
                WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
            
            
            21,500,337
            
            
            21,668,622




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




-
          F-2
          -





**WHITEMARK
      HOMES, INC.**


(A
      Development Stage Company)


Statements
      of Stockholders’ Equity (Deficit)




****
            
            **Common Stock**
            
            **Additional**
              **Paid-In**
            
            **Accumulated**
            
            **Total**
              **Stockholders’**
              **Equity******
            
            **Shares**
            
            **Amount**
            
            **Capital**
            
            **Deficit**
            
            **(Deficit)**Balances
                at December 31, 2005
            
            
            21,657,467
            
            $
            21,657
            
            $
            24,106,069
            
            $
            (22,681,345
            )
            $
            1,446,381Stock
                issued under dividend reinvestment program
            
            
            12,128
            
            
            12
            
            
            2,178
            
            
            -
            
            
            2,190Dividends
                payable
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,492,361
            )
            
            (1,492,361
            )Net
                income for the year ended December 31, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            1,060,591
            
            
            1,060,591Balance,
                December 31, 2006
            
            
            21,669,595
            
            
            21,669
            
            
            24,108,247
            
            
            (23,113,115
            )
            
            1,016,801Stock
                cancelled pursuant to lawsuit settlement
            
            
            (350,000
            )
            
            (350
            )
            
            350
            
            
            -
            
            
            -Stock
                issued under dividend reinvestment program
            
            
            11,484
            
            
            13
            
            
            1,849
            
            
            -
            
            
            1,862Net
                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
            )





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




-
          F-3
          -





**WHITEMARK
      HOMES, INC.**


(A
      Development Stage Company)


Statements
      of Cash Flows





**For the**
              **Year Ended**
              **December****31,******
              **2007**
            
            **For the**
              **Year Ended**
              **December****31,******
              **2006**
            
            **From**
              **Inception******
              **of**
              **Development**
              **Stage on**
              **October 1,**
              **2007 through**
              **December 31,**
              **2007****CASH
                FLOWS FROM OPERATING ACTIVITIES******Net
                income (loss)
            
            $
            (1,059,110
            )
            $
            1,060,591
            
            $
            (41,143
            )Adjustments
                to reconcile net income (loss) to net cash provided for (used by)
                operating activities:Discontinued
                operations
            
            
            (1,525,674
            )
            
            2,474,295
            
            
            -Changes
                in operating assets and liabilities:Accrued
                expenses
            
            
            38,600
            
            
            -
            
            
            38,600Net
                Cash Provided (Used) byOperating
                Activities
            
            
            (2,546,184
            )
            
            3,534,886
            
            
            (2,543
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES******Discontinued
                operations
            
            
            -
            
            
            (3,503,838
            )
            
            -Proceeds
                from advances payable-related party
            
            
            3,872
            
            
            -
            
            
            3,872Proceeds
                from stock issuance
            
            
            1,862
            
            
            2,190
            
            
            -Net
                Cash Provided by Financing Activities
            
            
            5,734
            
            
            (3,501,648
            )
            
            3,872**NET
                INCREASE (DECREASE) IN CASH******
            
            
            (2,540,450
            )
            
            33,238
            
            
            1,329**CASH
                AT BEGINNING OF PERIOD******
            
            
            2,542,475
            
            
            2,509,237
            
            
            696**CASH
                AT END OF PERIOD******
            
            $
            2,025
            
            $
            2,542,475
            
            $
            2,025**SUPPLEMENTAL
                DISCLOSURES: See Note 2******





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




-
          F-4
          -




**WHITEMARK
          HOMES, INC.**
 (A
          Development Stage Company)
 Notes
          to
          Financial Statements
 December
          31, 2007 and 2006




**NOTE
      1: GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES**




**Development
      of Business**




Whitemark
      Homes, Inc. (“Whitemark” or the “Company”) was incorporated under the name
      Golden Triangle Royalty & Oil, Inc. on July 30, 1975 under the laws of the
      State of Colorado. Until April 1, 2000, the Company was involved in the oil
      and
      gas production and services industries. In addition, on April 1, 2000, Whitemark
      disposed of its oil and gas industry related activities and assets 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 and was
      reclassified as a development stage Company.




**Discontinued
      Operations**




During
      the year ended December 31, 2006, the Company completed construction of all
      homes as of year end and had 4 homes for sale. During the year ended December
      31, 2007, 2 homes have been sold and the remaining 2 homes were used as payment
      to Lifeway Warranty Services, LLC.




Sales
      of
      the Company’s homes were 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.




**Use
      of Estimates**




The
      preparation of 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.




The
      following items represent critical accounting policies that require significant
      use of judgment and estimates which are used in the preparation of our financial
      statements.




**Cash
      And Cash Equivalents:**




The
      Company considers cash deposited in banks and all highly liquid investments
      with
      an original maturity of three months or less to be cash equivalents for purposes
      of preparing its Consolidated Statements of Cash Flows.




-
          F-5
          -




**WHITEMARK
          HOMES, INC.**
 (A
          Development Stage Company)
 Notes
          to
          Financial Statements
 December
          31, 2007 and 2006


**Accounts
      Receivable:**




The
      Company records accounts receivable at estimated net realizable value. The
      Company has no accounts receivable as of December 31, 2007; therefore, no
      allowance for doubtful accounts has been established.




**Fair
      Value Of Financial Instruments:**




Fair
      value estimates discussed herein are based upon certain market assumptions
      and
      pertinent information available to management as of December 31, 2007 and 2006.
      The respective carrying value of certain on-balance-sheet financial instruments
      approximated their fair values. These financial instruments include cash,
      receivables, accounts payable, and accrued expenses. The fair value of our
      long-term debt and notes payable is estimated based on the current rates offered
      to us for debt of similar terms, credit risk and maturities. Under this method
      the fair value of long-term debt was not significantly different from the stated
      value at December 31, 2007 and 2006.




**Revenue
      Recognition:**




The
      Company recognized revenue from all land development activities in accordance
      with Statement of Financial Accounting Standards No. 66 “Accounting for Sales of
      Real Estate”. Direct costs were capitalized into land development costs.
      Interest and property taxes were capitalized as land development costs until
      projects reached substantial completion. Upon completion of the development
      phase, interest and property taxes were 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 also 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 sold land to buyers or other developers at which time revenue
      was recognized under the full accrual method for land sales as defined in
      Statement of Financial Accounting Standards No. 66.




**Income
      Taxes:**




The
      Company records income taxes in accordance with SFAS No. 109, “Accounting for
      Income Taxes.”  The Company has incurred net operating losses since
      inception resulting in a deferred tax asset, for which a valuation allowance
      was
      provided since it is more likely than not that the deferred tax asset will
      not
      be realized.




**Earnings
      Per Share:**




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




Diluted
      earnings per common share reflect the potential dilution of securities that
      could share in the earnings of the entity if converted. This is calculated
      by
      dividing net income available to common shareholders by the weighted average
      number of common shares outstanding plus net potentially dilutive securities.




-
          F-6
          -




**WHITEMARK
          HOMES, INC.**
 (A
          Development Stage Company)
 Notes
          to
          Financial Statements
 December
          31, 2007 and 2006




**Stock-Based
      Compensation:**




At
      December 31, 2007, the Company had a stock incentive plan (the “Plan”) which
      authorizes the issuance of options to purchase shares of the Company’s common
      stock. Prior to January 1, 2006, the Company accounted for the Plan under the
      recognition and measurement provisions of APB Opinion No. 25, “Accounting for
      Stock Issued to Employees”, and related Interpretations, as permitted by FASB
      Statement No. 123, “Accounting for Stock-Based Compensation”. No stock-based
      employee compensation cost was recognized in the Consolidated Statements of
      Income for the year ended December 31, 2006 as all options granted under the
      Plan had an exercise price equal to the market value of the underlying common
      stock on the date of grant. Effective January 1, 2006, the Company adopted
      the
      fair value recognition provisions of SFAS No. 123(R), “Share-Based Payment”
using the modified-prospective-transition method. Under that transition method,
      compensation cost recognized for the year ended December 31, 2007 would include
      compensation cost for all share-based payments granted prior to, but not yet
      vested as of December 31, 2006, based on the grant date fair value estimated
      in
      accordance with the original provisions of SFAS No. 123 and compensation
      cost for all share-based payments granted subsequent to December 31, 2006,
      based
      on the grant-date fair value estimated in accordance with the provisions of
      SFAS
      No. 123(R). During the year ended December 31, 2007, no such compensation cost
      has been recognized since all stock options outstanding were fully vested before
      December 31, 2006. Results for prior periods have not been restated to reflect
      the impact of adopting the new accounting standard.




**Concentration
      of Credit Risk:**




The
      Company occasionally has cash deposited in financial institutions which is
      in
      excess of the limit imposed by the Federal Deposit Insurance Corporation (FDIC).
      The Company has not incurred losses on its cash deposits in the past, and
      management of the Company does not believe that losses will be incurred in
      the
      foreseeable future. The amount held in banks in excess of FDIC coverage at
      December 31, 2007 was approximately $-0-.




**Recent
      Accounting Pronouncements:**




In
      September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,
      which defines fair value, establishes a framework for measuring fair value
      in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. SFAS No. 157 does not require any new fair value
      measurements, but provides guidance on how to measure fair value by providing
      a
      fair value hierarchy used to classify the source of the information. This
      statement is effective for us beginning January 1, 2008. The Company is
      currently assessing the potential impact that adoption of SFAS No. 157
      would have on the financial statements.




In
      February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
      Financial Assets and Financial Liabilities. SFAS No. 159 gives the
      irrevocable option to carry many financial assets and liabilities at fair
      values, with changes in fair value recognized in earnings. SFAS No. 159 is
      effective beginning January 1, 2008, although early adoption is permitted.
      The Company is currently assessing the potential impact that adoption of SFAS
      No. 159 will have on the financial statements.




The
      FASB
      has revised SFAS No. 141. This revised statement establishes uniform treatment
      for all acquisitions. It defines the acquiring company. The statement further
      requires an acquirer to recognize the assets acquired, the liabilities assumed,
      and any non-controlling interest in the acquired at the acquisition date,
      measured at their fair market values as of that date. It requires the acquirer
      in a business combination achieved in stages to recognize the identifiable
      assets and liabilities, as well as the non-controlling interest in the acquired,
      at the full amounts of their fair values. This changes the way that minority
      interest is recorded and modified as a parent’s interest in a subsidiary changes
      over time. This statement also makes corresponding significant amendments to
      other standards that related to business combinations, namely, 109, 142 and
      various EITF’s. This statement applies prospectively to business combinations
      for which the acquisition date is on or after the beginning of the first annual
      reporting period beginning on or after December 15, 2008. The Company believes
      the implementation of this standard will have no effect on our financial
      statements.




-
          F-7
          -


**WHITEMARK
          HOMES, INC.**
 (A
          Development Stage Company)
 Notes
          to
          Financial Statements
 December
          31, 2007 and 2006





**Note
      2: Supplemental Cash Flow Disclosures**




**2007**
            
            **2006**Cash
                paid for interest(net amount capitalized)
            
            $
            -
            
            $
            514,089Non-cash
                Investing and Financing Activity:Interest
                on notes payable capitalized into land and home inventory
            
            $
            -
            
            $
            289,304Dividends
                payable
            
            $
            -
            
            
            1,492,361





**Note
      3: Advances Payable-Related Party**




During
      the fourth quarter of 2007, the Company received cash advances from
      shareholders. The advances are non interest bearing, unsecured and due upon
      demand. The Company owes $3,872 as of December 31, 2007 for such
      advances.




**Note
      4: Stock T** **r** **ansactions**




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
      by a shareholder.




**Note
      5. Employee Stock Options**




In
      conjunction with the Company’s execution of employment agreements with the
      former President and Chief Financial Officer of the Company in 2002, certain
      stock options were issued which provided for the option to purchase an aggregate
      of 1,100,000 shares of restricted stock.




-
          F-8
          -




**WHITEMARK
          HOMES, INC.**
 (A
          Development Stage Company)
 Notes
          to
          Financial Statements
 December
          31, 2007 and 2006


A
      summary
      of the Company’s outstanding stock options as of December 31, 2007 and 2006, and
      the changes during the years ended December 31, 2007 and 2006 is presented
      below:




**Fixed Options**
            
            **Units**
            
            **Weighted**
              **Average**
              **Exercise**
              **Price**
            
            **Options/******
              **Warrants******
              **Exercisable**Outstanding
                at December 31, 2005
            
            
            1,100,000
            
            $
            1.10
            
            
            1,100,000Granted
            
            
            —
            
            
            —Exercised
            
            
            —
            
            
            —Forfeited
            
            
            100,000
            
            
            1.10Outstanding
                at December 31, 2006
            
            
            1,000,000
            
            $
            1.10
            
            
            1,000,000Granted
            
            
            —
            
            
            —Exercised
            
            
            —
            
            
            —Forfeited
            
            
            —
            
            
            —Outstanding
                at December 31, 2007
            
            
            1,000,000
            
            $
            1.10
            
            
            1,000,000





The
      following table summarizes information about stock options outstanding at
      December 31, 2007.




**Outstanding Options**
            
            **Exercisable Options****Range of Exercise Prices**
            
            
            **Number**
              **Outstanding**
              **at**
              **December**
              **31, 2007**
            
            
            **Weighted**
              **Average**
              **Remaining**
              **Contractual**
              **Life**
            
            
            **Weighted**
              **Average**
              **Exercise**
              **Price**
            
            
            **Number**
              **Exercisable**
              **At**
              **December**
              **31, 2007**
            
            
            **Weighted**
              **Average**
              **Exercise**
              **Price**$1.10
            
            
            1,000,000
            
            
            3.2
                years
            
            $
            1.10
            
            
            1,000,000
            
            $
            1.10





The
      fair
      value of each option was determined using the Black-Scholes option-pricing
      model
      which values options based on the stock price at the grant date, the expected
      life of the option, the estimated volatility of the stock, expected dividend
      payments, and the risk-free interest rate over the expected life of the option.
      The dividend yield was calculated by dividing the annualized dividend by the
      option exercise price for each grant. The expected volatility was determined
      considering stock prices for the fiscal year the grant occurred and prior fiscal
      years. The risk-free interest rate was the rate available on zero coupon U.S.
      government obligations with a term equal to the remaining term for each grant.
      The expected life of the option was estimated based on the exercise history
      from
      previous grants.




As
      of
      December 31, 2007, there is no unrecognized compensation cost related to
      nonvested share based compensation arrangements granted since all options have
      vested in prior years. The total fair value of shares vested during the years
      ended December 31, 2007 and 2006 was $-0-.




**Note
      6: Income Taxes**




Differences
      between accounting rules and tax laws cause differences between the bases of
      certain assets and liabilities for financial reporting purposes and tax
      purposes. The deferred tax asset is due to the recognition of equity in losses
      sustained in the Company’s non consolidated investee and the deferred benefit
      from net operating losses and credit carryforwards.




-
          F-9
          -




**WHITEMARK
          HOMES, INC.**
 (A
          Development Stage Company)
 Notes
          to
          Financial Statements
 December
          31, 2007 and 2006





Deferred
      tax assets consist of the following at December 31, 2007:




****
            
            **2007**Deferred
                income tax asset
            
            $
            16,046Less
                valuation allowance
            
            
            (16,046
            )$
            -





The
      Company has a net operating loss carryforward of approximately $41,143 available
      to offset future taxable income which begins to expire in 2027. A valuation
      allowance has been established to eliminate the potential deferred tax benefit
      in future years from the utilization of this net operating loss carryforward
      due
      to the uncertainty of the possibility of the Company generating positive income
      in future years.




The
      provision for income taxes from continuing operations is different than would
      result from applying the U.S. statutory rate to profit before taxes for the
      reasons set forth in the following reconciliation:




**2006**
            
            **2006**Tax
                expense/(benefit)computed at U.S. statutory rates (39%)
            
            $
            (16,046
            )
            $
            -Increases(decreases)
                in taxes resulting from:Change
                in valuation allowance:
            
            
            16,046
            
            
            -Common
                stock issued for services
            
            
            -
            
            
            -Nondeductible
                items
            
            
            -
            
            
            -Provision
                for income tax expense
            
            $
            -
            
            $
            -




-
          F-10
          -





**WHITEMARK
          HOMES, INC.**
 (A
          Development Stage Company)
 Notes
          to
          Financial Statements
 December
          31, 2007 and 2006





**Note
      7: Discontinued Operation** **s**




Effective
      September 30, 2007, the Company discontinued its real estate development
      operations. The following is a summary of the discontinued
      operations:




**For the******
              **Year Ended******
              **December 31,**
              **2007**
            
            **For the******
              **Year Ended******
              **December 31,**
              **2006**REVENUES
            
            $
            630,000
            
            $
            17,745,938COST
                OF REVENUES
            
            
            558,436
            
            
            15,171,685GROSS
                MARGIN
            
            
            71,564
            
            
            2,574,253OPERATING
                EXPENSESSales,
                general and administrative
            
            
            991,873
            
            
            1,485,304Total
                Operating Expenses
            
            
            991,873
            
            
            1,485,304INCOME
                (LOSS) FROM OPERATIONS
            
            
            (920,309
            )
            
            1,088,949OTHER
                INCOME (EXPENSE)Other
                income (expense)
            
            
            137,057
            
            
            91,019Interest
                expense
            
            
            (39,399
            )
            
            (45,377
            )Total
                Other Income (Expense)
            
            
            (97,658
            )
            
            (45,642
            )INCOME
                (LOSS) BEFORE INCOME TAX PROVISION
            
            
            (1,017,967
            )
            
            1,134,591Income
                tax provision
            
            
            -
            
            
            74,000NET
                INCOME (LOSS)
            
            $
            (1,017,967
            )
            $
            1,060,591





**Note
      8: Going Concern**




The
      Company incurred a net loss of approximately $41,000 from the inception of
      the
      development stage on October 1, 2007. The Company’s current liabilities exceed
      its current assets by approximately $40,447 as of December 31, 2007 and the
      Company has no source of revenues. These factors together raise substantial
      doubt about the Company’s ability to continue as a going concern. The Company’s
      management plans to continue to fund its operations in the short term with
      a
      combination of debt and equity financing and to seek a merger with an existing
      operating company.




The
      ability of the Company to continue as a going concern is dependent on additional
      sources of capital and the success of the Company’s plan. The financial
      statements do not include any adjustments that might be necessary if the Company
      is unable to continue as a going concern.




-
          F-11
          -