UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

     |X| Quarterly Report Pursuant To Section 13 or 15(d) Of The Securities
                              Exchange Act Of 1934

                  For the quarterly period ended June 30, 2009

        |_| Transition Report Under Section 13 or 15(d) Of The Securities
                              Exchange Act Of 1934

             For the transition period from __________ to __________

                        Commission File Number: 000-08301

                              WHITEMARK HOMES, INC.
                        -------------------------------
             (Exact name of registrant as specified in its charter)

        Colorado                                       25-1302097
 -------------------------------           -----------------------------------
 (State or other jurisdiction              (I.R.S. Employer Identification No.)
 of incorporation or organization)

                        7350 So. Tamiami Trail, Suite 64
                               Sarasota, FL 34231
                     ---------------------------------------
          (Address of principal executive offices, including Zip Code)

                                 (941) 952-5885
                         ------------------------------
                (Issuer's telephone number, including area code)

          (Former name or former address if changed since last report)

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

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a small reporting  company.  See
the   definitions   of   "large   accelerated   filer,"   "accelerated   filer,"
"non-accelerated  filer," and "smaller  reporting  company" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer [ ]   Accelerated filer  [ ]

Non-accelerated filer   [ ]   Smaller reporting company     [x]

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:  97,962,131 shares of common stock as
of September 5, 2012.



                     WHITEMARK HOMES, INC. AND SUBSIDIARIES
              INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


                                    CONTENTS



       Consolidated Financial Statements:

           Consolidated Balance Sheets:
             As of June 30, 2009 (Unaudited) and December 31, 2008           3

           Consolidated Statements of Operations (unaudited):
             For the Three and Six Months Ended June 30, 2009 and 2008       4

           Consolidated Statements of Cash Flows (unaudited):
             For the Six Months Ended June 30, 2009 and 2008                 5

       Notes to Unaudited Consolidated Financial Statements            6 to 13

<PAGE>


                         WHITEMARK HOMES, INC. AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEETS


                                                   June 30,       December 31,
                                               ---------------------------------
                                                    2009              2008
                                               ----------------  ---------------
                                                 (Unaudited)
                       ASSETS

Current Assets:
  Cash                                         $      2,375      $      5,495
                                               ----------------  ---------------

     Total Current Assets                             2,375             5,495
                                               ----------------  ---------------

     Total Assets                              $      2,375      $      5,495
                                               ================  ===============

        LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:

  Accounts payable                             $     81,345      $     46,684

  Accrued salaries                                   61,310            31,310

  Accrued expenses                                   25,872            25,872

  Due to related party                                1,080             1,080
                                               ----------------  ---------------

     Total Current Liabilities                      169,607           104,946
                                               ----------------  ---------------

     Total Liabilities                              169,607           104,946
                                               ----------------  ---------------

Stockholders' Deficit:
  Common stock $.001 par value; 100,000,000
   shares authorized; 46,962,131 and
   46,949,317 shares issued and outstanding at
   June 30, 2009 and December 31, 2008,
   respectively                                      46,962            46,949

  Additional paid-in capital                     26,876,490        26,876,490

  Accumulated deficit                           (27,090,684)      (27,022,890)
                                               ----------------  ---------------


     Total Stockholders' Deficit                   (167,232)          (99,451)
                                               ----------------  ---------------

     Total Liabilities and Stockholders'
      Deficit                                  $      2,375      $      5,495
                                               ================  ===============


   See accompanying notes to the unaudited consolidated financial statements.


                                       3
<PAGE>

                          WHITEMARK HOMES, INC. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<S>                                       <C>          <C>              <C>         <C>


                                      For the Three Months
                                              Ended             For the Six Months Ended
                                            June 30,                    June 30,
                                     ------------------------  ----------------------------
                                        2009         2008          2009           2008
                                     -----------  -----------  -------------  -------------
                                     (Unaudited)  (Unaudited)   (Unaudited)    (Unaudited)

REVENUES                             $        -   $        -   $        -     $        -
                                     -----------  -----------  -------------  -------------

OPERATING EXPENSES:

  Compensation and related benefits      15,000            -       30,000              -

  Professional fees                      16,175       14,212       34,661         25,994

  Other general and administrative            -          643        3,133          1,007
                                     -----------  -----------  -------------  -------------


     Total Operating Expenses            31,175       14,855       67,794         27,001
                                     -----------  -----------  -------------  -------------


LOSS FROM OPERATIONS                    (31,175)     (14,855)     (67,794)       (27,001)
                                     -----------  -----------  -------------  -------------

NET LOSS                             $  (31,175)  $  (14,855)  $  (67,794)    $  (27,001)
                                     ===========  ===========  =============  =============

Net Loss per Common Share:

  Basic and diluted                  $        -   $        -   $        -     $        -
                                     ===========  ===========  =============  =============

Weighted Average Shares Outstanding:

  Basic and diluted                  46,962,131   21,331,079   46,956,255     21,331,079
                                     ===========  ===========  =============  =============
</TABLE>

   See accompanying notes to the unaudited consolidated financial statements.

                                       4
<PAGE>

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


                                                         For the Six Months
                                                           Ended June 30,
                                                     ---------------------------
                                                         2009           2008
                                                     ------------  -------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                                             $  (67,794)   $  (27,001)
Adjustments to reconcile net loss to net cash
  used in operating activities:

     Stock-based compensation                                13            -
Changes in assets and liabilities:

     Accounts payable                                    34,661        3,920

     Accrued salaries                                    30,000       21,500
                                                     ------------  -------------

NET CASH USED IN OPERATING ACTIVITIES                    (3,120)      (1,581)
                                                     ------------  -------------


Net Increase (Decrease) in Cash                          (3,120)      (1,581)


Cash, Beginning of period                                 5,495        2,025
                                                     ------------  -------------

Cash, End of Period                                  $    2,375    $     444
                                                     ============  =============

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


     See accompanying notes to the unaudited consolidated financial statements.

                                       5
<PAGE>

                    WHITEMARK HOMES, INC. AND SUBSIDIARIES
             Notes to Unaudited Consolidated Financial Statements
                                  June 30, 2009

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company
-----------

Whitemark  Homes,  Inc.  ("Whitemark" or the "Company") was incorporated on July
30, 1975 under the laws of the State of  Colorado.  On April 1, 2000,  Whitemark
disposed of its prior business  operations and acquired  Whitemark  Homes,  Inc.
("Whitemark  Florida")  along with  certain  related  entities  (the  "Whitemark
Group")  in a  transaction  accounted  for as a reverse  acquisition.  Whitemark
Florida  changed its name to  Whitemark  Homes of Florida,  Inc. and the Company
changed its name to Whitemark  Homes,  Inc.  Effective  September 30, 2007,  the
Company discontinued its real estate development operations.

Basis of Presentation and Going Concern
---------------------------------------

Management   acknowledges  its   responsibility   for  the  preparation  of  the
accompanying  interim  consolidated   financial  statements  which  reflect  all
adjustments, consisting of normal recurring adjustments, considered necessary in
its opinion for a fair statement of its consolidated  financial position and the
consolidated  results of its operations for the interim period presented.  These
consolidated financial statements should be read in conjunction with the summary
of  significant   accounting  policies  and  notes  to  consolidated   financial
statements  included in the Company's Form 10-K annual report for the year ended
December 31, 2009. 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  $67,794  and  $3,120,
respectively,  for the six  months  ended  June 30,  2009 and a working  capital
deficiency,  accumulated  deficit,  and a  stockholders'  deficit  of  $167,232,
$27,090,684,  and $167,232,  respectively,  at June 30, 2009.  In addition,  the
Company is inactive as of June 30, 2009,  currently has no operations or sources
of revenue and is in default on certain  promissory  notes.  . These  conditions
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern The ability of the Company to continue as a going  concern is  dependent
on the Company's  ability to further  implement its business plan which involves
identifying a merger with an operating company,  raise additional  capital,  and
generate  revenues.  Currently,  management is seeking  capital to implement its
business  plan.  Management  believes  that the  actions  presently  being taken
provide the  opportunity  for the Company to  continue as a going  concern.  The
consolidated  financial  statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.


                                       6
<PAGE>


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 2009 and
2008 periods  include the  valuation of deferred tax assets and the valuation of
the beneficial conversion features on convertible debt.

Fair Value of Financial Instruments
-----------------------------------

The  Company  adopted  ASC Topic  820,  Fair Value  Measurements.  ASC Topic 820
clarifies the  definition of fair value,  prescribes  methods for measuring fair
value,  and  establishes  a fair value  hierarchy to classify the inputs used in
measuring fair value as follows:

     o    Level  1-Inputs are  unadjusted  quoted  prices in active  markets for
          identical assets or liabilities available at the measurement date.
     o    Level  2-Inputs are  unadjusted  quoted prices for similar  assets and
          liabilities in active markets,  quoted prices for identical or similar
          assets and  liabilities  in markets that are not active,  inputs other
          than quoted  prices that are  observable,  and inputs  derived from or
          corroborated by observable market data.
     o    Level  3-Inputs are  unobservable  inputs which  reflect the reporting
          entity's own assumptions on what  assumptions the market  participants
          would  use in  pricing  the  asset  or  liability  based  on the  best
          available information.

The carrying amounts reported in the balance sheets for cash,  accounts payable,
accrued expenses,  notes payable, and amounts due to related parties approximate
their fair market value based on the short-term  maturity of these  instruments.
The Company did not identify any assets or  liabilities  that are required to be
presented on the balance sheets at fair value in accordance with ASC Topic 820.

Cash and Cash Equivalents
-------------------------

The Company  considers all highly  liquid  investments  purchased  with original
maturities  of three months or less to be cash  equivalents.  The Company had no
cash equivalents at June 30, 2009 and December 31, 2008.

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 June 30, 2009 and
December 31, 2008, there was $2,375 and $5,495, respectively,  held in an escrow
account  maintained by the  Company's  attorney and bank deposits did not exceed
federally  insured  limits.  Historically,  the Company has not  experienced any
losses on our deposits of cash.

                                       7
<PAGE>

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

Income Taxes
------------

The Company is governed by the Income Tax Law of the United States.  The Company
utilizes  ASC Topic 740,  "Accounting  for Income  Taxes,"  which  requires  the
recognition of deferred tax assets and  liabilities  for the expected future tax
consequences  of events that have been  included in the  consolidated  financial
statements  or tax  returns.  Under  this  method,  deferred  income  taxes  are
recognized for the tax  consequences in future years of differences  between the
tax bases of assets and  liabilities and their  financial  reporting  amounts at
each period end based on enacted tax laws and statutory tax rates  applicable to
the periods in which the  differences  are  expected to affect  taxable  income.
Valuation  allowances are  established,  when necessary,  to reduce deferred tax
assets to the amount expected to be realized.

The Company applied the provisions of ASC 740-10-50, "Accounting For Uncertainty
In Income Taxes", which provides clarification related to the process associated
with  accounting  for  uncertain  tax  positions  recognized  in  our  financial
statements.   Audit  periods  remain  open  for  review  until  the  statute  of
limitations  has  passed.  The  completion  of review or the  expiration  of the
statute of limitations for a given audit period could result in an adjustment to
the Company's  liability for income taxes. Any such adjustment could be material
to the Company's  results of operations for any given quarterly or annual period
based, in part, upon the results of operations for the given period.  As of June
30, 2009 and December 31, 2008,  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 six months ended June 30, 2009 and
2008, the Company did not incur advertising expenses.

Research and Development
------------------------

Research and  development  costs are  expensed as  incurred.  For the six months
ended June 30, 2009 and 2008, the Company did not incur research and development
costs.


                                       8
<PAGE>


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.  For the periods  ended June 30, 2009 and 2008,  the Company had no
dilutive securities.

The  Company's  authorized  number  of  shares of  common  stock is  limited  to
100,000,000 common shares and 46,962,131 were outstanding at June 30, 2009; only
53,037,869  additional  shares are  authorized  for issuance as of June 30, 2009
(See Note 5).

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 - RELATED PARTY TRANSACTIONS

Due to Related Parties
----------------------

The Company's chief executive officer,  from time to time,  provides advances to
the Company for working  capital  purposes.  At June 30, 2009 and  December  31,
2008,  the  Company had a payable to the chief  executive  officer of $1,080 and
$1,080,  respectively.  This  amount  was  paid  in  2010.  These  advances  are
short-term  in nature,  non-interest  bearing and are included in due to related
parties on the accompanying balance sheets.

NOTE 3 - STOCKHOLDERS' DEFICIT

In March  2009,  the  Company  issued  12,814  shares of its  common  stock to a
director for services  rendered.  The Company  valued these common shares at the
fair value of $0.001 per common share based on the quoted  trading  price of the
common stock on the grant date which is the measurement date. In connection with
issuance of these common shares, the Company recorded  stock-based  compensation
of $13.

NOTE 4 - MATERIAL CONTRACT

On October 2, 2008,  the Company  entered into a 36-month  consulting  agreement
with a Company to provide  management  services  to the  Company.  For  services
rendered the Company agreed to pay the consultant  $60,000 per year. For the six
months ended June 30, 2009 and 2008, the Company recorded  professional  fees of
$30,000 and $0,  respectively.  At June 30, 2009 and December 31, 2008,  amounts
due to this consultant  amounted to $45,000 and $15,000,  respectively,  and are
included in accounts payable.

                                       9
<PAGE>

NOTE 5 - SUBSEQUENT EVENTS

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 December 9, 2011,  the Company  entered into a  convertible  promissory  note
agreement with an individual for $12,000.  This  convertible  note is unsecured,
bears interest at 9.0% per annum and is payable on demand. The Holder shall have
the right,  exercisable  at any time from and after the date of issuance of this
convertible promissory note until this note is fully paid, to convert the entire
outstanding  and  unpaid  principal  of this  note,  in whole  or in part,  upon
delivery  of a notice  of  conversion  into the  Company's  common  stock at the
conversion  price  which  shall be the  average of the lowest  three (3) trading
prices for the  Company's  common stock during the 20 trading day period  ending
one trading day prior to the conversion date, subject to adjustment from time to
time for stock splits, stock dividends,  combinations,  capital  reorganizations
and similar  events  relating to the Company's  common stock.  This  arrangement
represents a fixed  monetary  conversion  value of $12,000 based on the variable
share quantity to be issued.

On January 10, 2012,  the Company  entered into 3  convertible  promissory  note
agreements  with 2 third party  companies  for an  aggregate  amount of $25,022.
These convertible  notes are unsecured,  bear interest at 9.0% per annum and are
payable on demand. The Holder shall have the right, exercisable at any time from
and after the date of issuance of these  convertible  promissory notes until the
notes are fully paid, to convert the entire  outstanding and unpaid principal of
these note, in whole or in part,  upon  delivery of a notice of conversion  into
the Company's common stock at the conversion price which shall be the average of
the lowest three (3) trading prices for the Company's common stock during the 20
trading day period ending one trading day prior to the conversion date,  subject
to adjustment from time to time for stock splits, stock dividends, combinations,
capital  reorganizations  and similar  events  relating to the Company's  common
stock. These arrangements represent a fixed monetary conversion value of $25,022
based on the variable share quantity to be issued.

                                       10
<PAGE>


NOTE 5 - SUBSEQUENT EVENTS (continued)

Convertible Promissory Note and Related Consulting Agreement
------------------------------------------------------------

On January 1, 2010,  the Company  entered into a 24-month  consulting  agreement
(the  "Consulting  Agreement")  with a Company (the  "Consultant")  for business
development services.  In connection with the consulting agreement,  the Company
agreed to pay the  Consultant an aggregate of $80,000 which payment is evidenced
by a  convertible  promissory  note (the  "Convertible  Note") in the  amount of
$80,000.   The  Consulting  Agreement  terminated  on  December  31,  2011.  The
convertible  promissory  note is unsecured  and was due on the earlier of a) the
date the Company  raises  $80,000 in a private  placement of its common stock or
entry into  alternative  loan agreements or b) January 1, 2012. This Convertible
Note  shall not accrue any  interest  during the term of this Note,  and until 5
business  days have passed after the Maturity  Date stated  above.  In the event
that  this  Convertible  Note is not  paid in full by the end of the  fifth  day
following the Maturity  Date,  the  Convertible  Note shall bear interest at the
rate of 15% per annum,  which interest shall begin accruing after such fifth day
following the Maturity Date,  until this Note is paid in full.  Interest will be
computed on the basis of a 360-day year.

The Convertible  Note (and any accrued and unpaid interest) shall be convertible
into shares of the Company's  common stock from time to time, at the sole option
of the Payee until such Note is paid in full,  upon 5 days  written  notice from
the Payee to the Company of the Payee's desire to convert the  Convertible  Note
into  shares of common  stock at the rate of one share of the  Company's  common
stock  for each  $0.001  owed to Payee  pursuant  to the  Convertible  Note.  In
connection  with this  Consulting  Agreement,  the  Company  recorded  a prepaid
expense of $80,000 which was amortized over the contract term. As of the date of
this report this loan was in default.

Pursuant  to ASC 470-20 and related  topics,  the  Company  evaluated  whether a
beneficial  conversion  feature exists by comparing the conversion  price of the
Convertible Note with the fair value of the common stock at the commitment date.
In  connection  with the  Convertible  Note,  the Company  recorded a beneficial
conversion since the conversion price was less than the fair market value of the
common stock.  The total beneficial  conversion  feature included in the $80,000
Convertible  Note payable  resulted in an initial debt discount of $80,000 to be
amortized  over  the  term of the  notes  with a credit  to  additional  paid-in
capital.

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.

                                       11
<PAGE>

NOTE 5 - SUBSEQUENT EVENTS (continued)

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.  In December  2009,  the Company  converted  principal of
$26,546  into  42,000,000  shares of the  Company's  common  stock.  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.  The
note is currently in default.

On February 24, 2012,  an unrelated  third party lent the Company  $30,000.  The
loan does not bear interest, is unsecured and in due on demand.

On May 7, 2012, an unrelated third party lent the Company $10,000. The loan does
not bear interest, is unsecured and in due on demand.

On June 28, 2012, an unrelated  third party lent the Company  $10,000.  The loan
does not bear interest, is unsecured and in due on demand.

On August 12, 2012, an unrelated third party lent the Company  $6,000.  The loan
does not bear interest, is unsecured and in due on demand.

Common Stock
------------

There are not enough  authorized  shares to cover the  conversion of outstanding
convertible promissory notes into the Company's common stock.

In December 2009, the Company issued  42,000,000 shares of its common stock upon
the  conversion  of a note payable of $26,546.  The Company  valued these common
shares at the fair value of $0.0065 per common share based on the quoted trading
price of the common stock on the grant date which is the  measurement  date.  In
connection  with  issuance  of these  common  shares,  the  Company  reduced the
principal  amount of the note by $26,546 and recorded a loss from  settlement of
debt of $246,454.

In December 2009, the Company issued 9,000,000 shares of its common stock to the
Company's  chief  executive  officer for services  rendered.  The Company valued
these  common  shares at the fair value of $0.0065 per common share based on the
quoted  trading  price  of the  common  stock  on the  grant  date  which is the
measurement  date.  In  connection  with  issuance of these common  shares,  the
Company recorded stock-based compensation of $58,500.



                                       12
<PAGE>

NOTE 5 - SUBSEQUENT EVENTS (continued)

Employment Agreement
--------------------

On January 4, 2012,  the Company  entered into an employment  agreement with its
chief  executive  officer  ("CEO").  The  agreement  is deemed to have  begun on
October  8, 2008 and shall  continue  until  terminated.  This  agreement  shall
terminate at any time,  with or without  cause.  The Company shall pay to CEO an
annual  salary of  $60,000.  Pursuant to the  agreement,  the CEO shall have the
right  exercisable  at any time  from  and  after  the  date of this  employment
agreement  until all accrued salary is fully paid, to convert the entire accrued
and unpaid salary,  in whole or in part, upon delivery of a notice of conversion
into fully paid and non-assessable  shares of the Company's common stock, at the
conversion price equal to the average of the lowest three (3) trading prices for
the  Company's  common stock during the 20 trading day period ending one trading
day prior to the conversion  date,  subject to adjustment  from time to time for
stock splits, stock dividends, combinations, capital reorganizations and similar
events relating to the Company's  common stock.  This  arrangement  represents a
fixed  monetary  conversion  value based on the  variable  share  quantity to be
issued.


                                       13
<PAGE>


Item 2.  Management's  Discussion  and  Analysis of  Financial  Condition  and
         Results of Operation

     The Company has been inactive for the past several  years.  The Company has
no  means  to  generate   any   revenue.   The  Company  is  pursuing   business
opportunities,  including merger  opportunities  with other businesses which may
result in a  reverse-take-over  of the Company.  However,  there is no guarantee
that the Company will be successful in these endeavors.

Item 4.  Controls and Procedures.

     (a) The Company  maintains a system of controls and procedures  designed to
ensure that  information  required to be disclosed in reports filed or submitted
under the Securities Exchange Act of 1934, as amended ("1934 Act"), is recorded,
processed,  summarized and reported,  within time periods specified in the SEC's
rules and forms and to ensure that  information  required to be disclosed by the
Company  in the  reports  that it files  or  submits  under  the  1934  Act,  is
accumulated  and  communicated  to  the  Company's  management,   including  its
Principal  Executive  and Financial  Officers,  as  appropriate  to allow timely
decisions  regarding  required  disclosure.  As of June 30, 2009,  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 June 30,
2009, that materially  affected,  or are reasonably likely to materially affect,
its internal control over financial reporting.


                                     PART II

Item 6.  Exhibits


Exhibits

  31.1      Certification  pursuant to Section 302 of the  Sarbanes-Oxley  Act
            of 2002.

  31.2      Certification  pursuant to Section 302 of the  Sarbanes-Oxley  Act
            of 2002.

  32        Certification pursuant to Section 906 of the Sarbanes-Oxley Act.


                                       14
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                         WHITEMARK HOMES, INC.


September 5, 2012                       By:  /s/ Barry Reese
                                             ----------------------------
                                             Barry Reese, President and
                                             Principal Executive and Financial
                                             Officer
<PAGE>