UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-KSB/A





(Mark
One)




[x]
            REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
fiscal year ended December 31, 2007




[_]
            REPORT
      UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from _______ to _______




Commission
file number: 000-33153


Westmoore
Holdings, Inc.


-------------------


(Name of
small business issuer in its charter)




Nevada
            
            52-2220728(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      No.)




8141 E.
Kaiser Blvd., Suite 312


Anaheim
Hills, CA 90067


----------------------------------------


(Address
of principal executive offices)




Issuer's
telephone number: 714-998-4425




Securities registered under Section
12(b) of the Exchange Act:




Title
      of each class
            
            Name
      of each exchange on which RegisteredNone
            
            not
      applicable------
            
            -----------------(Title
      of each class)





Securities registered under Section
12(g) of the Exchange Act:





Common
Stock, par value $0.01 per share


---------------------------------------


(Title of
class)




Check whether the issuer is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act.  [ ]




-1-


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 is not contained in
this form, and no disclosure will be contained, to the best of the 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 check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  Yes [ ] No [X]




State issuer's revenues for its most
recent fiscal year.  $102,260 for the fiscal year ended December 31,
2007.




State the aggregate market value of
the voting and non-voting common equity held by non-affiliates computed by
reference to the price at which the common equity was sold, or the average bid
and asked prices of such common equity, as of a specified date within the past
60 days.  The aggregate market value of the common equity held by
non-affiliates computed at the closing price of the registrant's common stock on
March 31, 2008 is approximately $4,318,797.75.




As of
December 31, 2007, 7,829,888 shares of common stock are issued and
outstanding.  As of March 31, 2008, 11,794,888 shares of our common
stock are issued and outstanding.




DOCUMENTS
INCORPORATED BY REFERENCE




If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) of the Securities Act of 1933 ("Securities Act"). Not
Applicable.




Transitional
Small Business Disclosure Form (check one):  Yes         No X




CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION




Certain
statements in this annual report contain or may contain forward-looking
statements that are subject to known and unknown risks, uncertainties and other
factors which may cause actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements.  These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking
statements.  These factors include, but are not limited to, our
ability to implement our business plan, our ability to raise sufficient capital
as needed, the market acceptance of our Wellness products, economic, political
and market conditions and fluctuations, government and industry regulation,
interest rate risk, U.S. and global competition, and other factors. Most of
these factors are difficult to predict accurately and are generally beyond our
control.  You should consider the areas of risk described in
connection with any forward-looking statements that may be made
herein.  Readers are cautioned not to place undue reliance on these
forward-looking statements and readers should carefully review this annual
report in its entirety, including the risks described in "Risk
Factors."  Except for our ongoing obligations to disclose material
information under the Federal securities laws, we undertake no obligation to
release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events.  These
forward-looking statements speak only as of the date of this annual report, and
you should not rely on these statements without also considering the risks and
uncertainties associated with these statements and our business.




-2-


When used
in this annual report, the terms "StarMed", the "Company", “we", "our" and "us"
refers to Westmoore Holdings, Inc., a Nevada corporation, and our
subsidiaries.  The information which appears on our web site is not
part of this annual report.




PART
I




ITEM
      1.
            DESCRIPTION
      OF BUSINESS.




Until
January, 2008 StarMed Group, Inc. was engaged in the marketing of a line of
over-the-counter, alternative medicinal products. In January, 2008 a change in
control was effected and the name of StarMed Group, Inc. was changed to
Westmoore Holdings, Inc.  The sole officer and director resigned at
that time. New management is now considering the acquisition of a number of
companies and will announce its plans once they are finalized.




EMPLOYEES




After
effecting the change in control we currently have one employee, our President
Matthew Jennings.




OUR
HISTORY




We were
incorporated in Nevada on August 13, 1981, under the name PortStar Industries,
Inc.  We were organized to succeed to the properties, rights and
obligations of Port Star Industries, Inc., a publicly-held North Carolina
corporation formed on November 3, 1961 under the name of Riverside Homes, Inc.
("Port Star North Carolina").




At the
time of our formation, Port Star North Carolina had no assets, liabilities or
operations.  In order to change the domicile of Port Star North
Carolina to Nevada:




·           Port
Star North Carolina caused our formation under the laws of Nevada, with an
authorized capitalization that "mirrored" the authorized capitalization of Port
Star North Carolina, and issued to each stockholder of Port Star North Carolina
a number of shares of our common stock equal to such stockholder's share
ownership of Port Star North Carolina.




·           At
the time of the reincorporation, Herman Rappaport, our founder, president and
chief executive officer was the principal stockholder of Port Star North
Carolina.  Port Star North Carolina conducted no operations subsequent
to the reincorporation and was administratively dissolved in 1988.




·           We
remained inactive until March 20, 1984, when our stockholders voted to acquire
Energy Dynamics, Inc., and changed our name to Energy Dynamics,
Inc.  However, on March 20, 1985, the acquisition was rescinded due to
non-performance by Energy Dynamics.  At this time, we changed our name
to Heathercliff Group Inc. and from 1984 to 1985, engaged in real estate
development.  Real estate operations ceased in 1985, and, in 1985,
Nevada revoked our charter for failing to file required reports.




-3-




·           On
January 10, 2000, we revived our Nevada charter and, in connection therewith, we
changed our name to StarMed Group, Inc.  At the time of the revival of
our charter, we had no assets or liabilities. Mr. Rappaport was our majority
stockholder either directly or through his family trust.




·           On
July 27, 2001, we acquired Sierra Medicinals, Inc., an Arizona corporation
incorporated in March 2000, in a share exchange whereby we issued a total of
469,792 shares of common stock for all of the issued and outstanding shares of
Sierra Medicinals, Inc.  Mr. Rappaport, either directly or through his
family trust, was a majority stockholder of Sierra Medicinals, Inc.




·           On
or about January 17, 2008 a change in control was effected, providing voting and
operational control to Westmoore Investment, L.P. and its affiliated companies
and investors.




RISK
FACTORS




An
investment in our common stock involves a significant degree of
risk.  You should not invest in our common stock unless you can afford
to lose your entire investment.  You should consider carefully the
following risk factors and other information in this annual report before
deciding to invest in our common stock.




WE ARE
TRANSITIONING OUR BUSINESS MODEL AND HAVE A LIMITED OPERATING HISTORY UPON WHICH
YOU CAN EVALUATE OUR COMPANY.




Although
our company has existed since December 1962, we are now in the process of
transitioning from the medical industry focus to focusing upon the acquisition
of prospective companies. We are still relatively early in our development and
we face substantial risks, uncertainties, expenses and
difficulties.




We may be
unable to accomplish this goal which could cause our business to
suffer.  In addition, acquiring one or more companies may prove to be
very expensive, which could harm our financial results.




WE MAY
NEED ADDITIONAL FINANCING WHICH WE MAY NOT BE ABLE TO OBTAIN ON ACCEPTABLE
TERMS. IF WE ARE UNABLE TO RAISE ADDITIONAL CAPITAL AS NEEDED, OUR CONTINUED
OPERATIONS WILL BE ADVERSELY AFFECTED AND THE FUTURE GROWTH OF OUR BUSINESS AND
OPERATIONS WILL BE SEVERELY LIMITED.




Historically,
our operations have been financed primarily through the issuance of equity and
debt.  Because we have a history of losses and have never generated
sufficient revenue to fund our ongoing operations, we are dependent on our
continued ability to raise working capital through the issuance of equity or
debt to fund our present operations.  Because we do not know if our
revenues will grow at a pace sufficient to fund our current operations, the
continuation of our operations and any future growth will depend upon our
ability to raise additional capital, possibly through the issuance of long-term
or short-term indebtedness or the issuance of our equity securities in private
or public transactions.  The actual amount of our future capital
requirements, however, depends on a number of factors, including our ability to
grow our revenues and manage our business.




If we
raise additional capital through the issuance of debt, this will result in
increased interest expense.  If we raise additional funds through the
issuance of equity or convertible debt securities, the percentage ownership of
our company held by existing stockholders will be reduced and those stockholders
may experience significant dilution. In addition, new securities may contain
certain rights, preferences or privileges that are senior to those of our common
stock.  There can be no assurance that acceptable financing can be
obtained on suitable terms, if at all.  If we are unable to raise
additional working capital as needed, our ability to continue our current
business will be adversely affected and we may be forced to curtail some or all
of our operations.




-4-




OUR
FUTURE PROFITABILITY WILL DEPEND UPON THE ABILITY OF OUR CURRENT MANAGEMENT TO
IDENTIFY ACQUISITON CANDIDATES AND TO PROFITABLY ARRANGE FOR THEIR
ACQUISITION.




OUR
MANAGEMENT GROUP OWNS OR CONTROLS A SIGNIFICANT NUMBER OF THE OUTSTANDING SHARES
OF OUR COMMON STOCK AND WILL CONTINUE TO HAVE SIGNIFICANT OWNERSHIP OF OUR
VOTING SECURITIES FOR THE FORESEEABLE FUTURE.




Our
management currently beneficially owns or controls approximately 51% of our
issued and outstanding shares of common stock.  As a result, these
persons will have the ability, acting as a group, to effectively control our
affairs and business, including the election of directors and subject to certain
limitations, approval or preclusion of fundamental corporate
transactions.  This concentration of ownership of our common stock
may:




·           delay
or prevent a change in the control;




·           impede
a merger, consolidation, takeover, or other transaction




·           involving
our company; or




·           discourage
a potential acquirer from making a tender offer, or




·           otherwise
attempting to obtain control of our company.




WE ARE
DEPENDENT UPON THE CONTINUED SERVICES OF OUR CHIEF EXECUTIVE OFFICER AND OTHER
SENIOR MANAGEMENT. IF WE WERE TO LOSE THE SERVICES OF ONE OR MORE OF THESE
INDIVIDUALS OUR ABILITY TO IMPLEMENT OUR BUSINESS MODEL WOULD BE ADVERSELY
AFFECTED.




The
operations and future success of our company is dependent upon the continued
efforts and services of Mr. Matthew Jennings, our CEO, as well as other members
of our management.  While we are a party to an employment agreement
with Mr. Rappaport, if for any reason he should be unable to continue to be
primarily responsible for our day to day business operations, our ability to
effectively implement our business model would be materially adversely
effected.




We cannot
assure you that we would be able to replace Mr. Jennings’s services on a timely
fashion, if at all.  We would then be unable to continue our
operations as presently conducted nor would we be able to effectively implement
our business model.




WE HAVE
NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE
ABSENCE OF WHICH, STOCKHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST
INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR
MATTERS.




Recent
Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in
the adoption of various corporate governance measures designed to promote the
integrity of the corporate management and the securities markets.




-5-




Some of
these measures have been adopted in response to legal
requirements.  Others have been adopted by companies in response to
the requirements of national securities exchanges, such as the NYSE or The
NASDAQ Stock Market, on which their securities are listed. Among the corporate
governance measures that are required under the rules of national securities
exchanges and NASDAQ are those that address board of directors' independence,
audit committee oversight, and the adoption of a code of ethics. Although we
have adopted a Code of Business Conduct and Ethics, we have not yet adopted any
of these other corporate governance measures and, since our securities are not
yet listed on a national securities exchange or NASDAQ, we are not required to
do so.  We have not adopted corporate governance measures such as an
audit or other independent committees of our board of directors as we presently
only have one independent director.  If we expand our board membership
in future periods to include additional independent directors, we may seek to
establish an audit and other committees of our board of directors.  It
is possible that if we were to adopt some or all of these corporate governance
measures, stockholders would benefit from somewhat greater assurances that
internal corporate decisions were being made by disinterested directors and that
policies had been implemented to define responsible conduct.  For
example, in the absence of audit, nominating and compensation committees
comprised of at least a majority of independent directors, decisions concerning
matters such as compensation packages to our senior officers and recommendations
for director nominees may be made by a majority of directors who have an
interest in the outcome of the matters being decided.  Prospective
investors should bear in mind our current lack of corporate governance measures
in formulating their investment decisions.




PROVISIONS
OF OUR ARTICLES OF INCORPORATION AND BYLAWS MAY DELAY OR PREVENT A TAKEOVER
WHICH MAY NOT BE IN THE BEST INTERESTS OF OUR STOCKHOLDERS.




Provisions
of our certificate of incorporation and bylaws may be deemed to have
anti-takeover effects, which include when and by whom special meetings of our
stockholders may be called, and may delay, defer or prevent a takeover attempt.
In addition, certain provisions of Nevada law also may be deemed to have certain
anti-takeover effects which include that control of shares acquired in excess of
certain specified thresholds will not possess any voting rights unless these
voting rights are approved by a majority of a corporation's disinterested
stockholders.




In
addition, our articles of incorporation authorize the issuance of up to
25,000,000 shares of preferred stock with such rights and preferences as may be
determined by our board of directors. Our board of directors may, without
stockholder approval, issue preferred stock with dividends, liquidation,
conversion or voting rights that could adversely affect the voting power or
other rights of our common stockholders.




OUR
COMMON STOCK IS CURRENTLY QUOTED ON THE OTCBB. HOWEVER, TRADING IN OUR STOCK IS
LIMITED. BECAUSE OUR STOCK CURRENTLY TRADES BELOW $5.00 PER SHARE, AND IS QUOTED
ON THE OTC BULLETIN BOARD, OUR STOCK IS CONSIDERED A "PENNY STOCK" WHICH CAN
ADVERSELY EFFECT ITS LIQUIDITY.




The
market for our common stock is extremely limited and there are no assurances an
active market for our common stock will ever develop.  Accordingly,
purchasers of our common stock cannot be assured any liquidity in their
investment.  In addition, the trading price of our common stock is
currently below $5.00 per share and we do not anticipate that it will be above
$5.00 per share in the foreseeable future.  Because the trading price
of our common stock is less than $5.00 per share, our common stock is considered
a "penny stock," and trading in our common stock is subject to the requirements
of Rule 15g-9 under the Securities Exchange Act of 1934 (the "Securities
Exchange Act").  Under this rule, broker/dealers who recommend
low-priced securities to persons other than established customers and accredited
investors must satisfy special sales practice requirements.  SEC
regulations also require additional disclosure in connection with any trades
involving a "penny stock," including the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock market and its
associated risks.  These requirements severely limit the liquidity of
our securities in the secondary market because few broker or dealers are likely
to undertake these compliance activities.




-6-




ASSUMING
AN ESTABLISHED MARKET FOR OUR SECURITIES DEVELOPS, IT MAY BE PARTICULARLY
VOLATILE GIVEN OUR STATUS AS A RELATIVELY UNKNOWN COMPANY WITH A LIMITED
OPERATING HISTORY AND LACK OF REVENUES AND PROFITS, THIS COULD LEAD TO WIDE
FLUCTUATIONS IN OUR SHARE PRICE. WE MAY HAVE ONLY A SMALL AND THINLY TRADED
PUBLIC FLOAT.




The
market for our common stock is highly sporadic.  Assuming an
established market for our securities develops, that market may be characterized
by significant price volatility when compared to seasoned issuers, and we expect
that our share price will continue to be more volatile than a seasoned issuer
for the indefinite future.  The volatility in our share price may be
attributable to a number of factors.  First, we may have relatively
few common shares outstanding in the "public float" as compared to our overall
capitalization.  In addition, there is currently only a limited market
for our securities, and if an established market develops, the common stock may
be sporadically or thinly traded.  As a consequence of this lack of
liquidity, the trading of relatively small quantities of shares by our
shareholders may disproportionately influence the price of those shares in
either direction.  The price for our shares could, for example,
decline precipitously in the event that a large number of our securities are
sold on the market without commensurate demand, as compared to a seasoned issuer
which could better absorb those sales without adverse impact on its share
price.  Secondly, we are a speculative or "risky" investment due to
our limited operating history and lack of profits to date, lack of capital to
execute our business plan, and uncertainty of future market acceptance for our
products.  As a consequence of this enhanced risk, more risk-adverse
investors may, under the fear of losing all or most of their investment in the
event of negative news or lack of progress, be more inclined to sell their
shares on the market more quickly and at greater discounts than would be the
case with the stock of a seasoned issuer.




Further,
in the past, plaintiffs have often initiated securities class action litigation
against a company following periods of volatility in the market price of its
securities.  We may in the future be the target of similar
litigation.  Securities litigation could result in substantial costs
and liabilities and could divert management's attention and
resources.




ITEM
      2.
            DESCRIPTION
      OF PROPERTY.




Our
corporate offices are presently located in leased office space at 8141 E. Kaiser
Blvd., Suite 312, Anaheim Hills, CA 92808.  Effective March 15,
2007, we entered into a lease for 3 years for office space which is payable
monthly, to the unaffiliated landlord. We believe that such space is currently
sufficient for our needs.




ITEM
      3.
            LEGAL
      PROCEEDINGS.




We
recently received communications from a third party and from certain
shareholders suggesting that a former member of the Company's board of directors
and formerly its sole officer may have inadvertently taken certain actions,
prior to the change in control in January, 2008, which create legal exposure for
that former member of the board and perhaps indirectly the Company
itself.  The Company has submitted a claim to its Directors and
Officers Liability Insurance carrier.




-7-




ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS.




None.




PART
II




ITEM
      5.
            MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER
  MATTERS.




As of
January 2008, the trading symbol was changed to WSMO.OB.  Thus, our
common stock is quoted on the OTCBB under the symbol WSMO.OB. The reported high
and low sales prices for the common stock as reported on the OTCBB are shown
below for the periods indicated. The quotations reflect inter-dealer prices,
without retail mark-up, markdown or commission, and may not represent actual
transactions.




High
            
            LowFiscal
      2006January
      1, 2006 through March 31, 2006
            $0.75
            
            $0.13April
      7, 2006 through June 30, 2006
            $0.30
            
            $0.30July
      1, 2006 through September 30, 2006
            $0.37
            
            $0.10October
      1, 2006 through December 31, 2006
            $0.20
            
            $0.03Fiscal
      2007January
      1, 2007 through March 31, 2007
            $2.75
            
            $0.85March
      1, 2007 through June 30, 2007
            $4.00
            
            $0.80June
      30, 2007 through September 30, 2007
            $7.00
            
            $0.10October
      1, 2007 through December 31, 2007
            $2.40
            
            $0.85







On August
17, 2007 we effected a one for forty reverse stock split.




On March
31, 2008, the last sale price of our common stock as reported on the OTCBB was
$0.75. As of December 31, 2007, there were approximately 999 record owners of
our common stock.




DIVIDEND
POLICY




We have
never paid cash dividends on our common stock. We currently expect to retain
future earnings, if any, to finance the growth and development of our business.
Under Nevada law, we are prohibited from paying dividends if the distribution
would result in our company not being able to pay its debts as they become due
in the usual course of business or if our total assets would be less than the
sum of our total liabilities plus the amount that would be needed, were we to be
dissolved at the time of distribution, to satisfy the preferential rights upon
dissolution of stockholders whose preferential rights are superior to those
receiving the distribution.




RECENT
SALES OF UNREGISTERED SECURITIES




We sold
6,609,899 shares of our common stock for an aggregate consideration of $400,000.
This amount was held by an escrow agent as of December 31, 2007.




-8-




ITEM
      6.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION




Historically
we generated revenues from the sale of our products that include a starch
blocker, as well as revenues from royalties for formulas of herbal health
products. During fiscal 2007 it became apparent that our business model would
not work on a long term profitable basis. As a result a controlling interest was
sold and new management is presently considering its future business
plans.




Our
historical financial operations are not material to an investment decision
regarding our common stock.




RECENT
CAPITAL RAISING TRANSACTIONS




During
the first quarter of 2008, we initiated a private offering where we offered
units at a price of $1.00 per unit, which was comprised of one share of stock
and one warrant to purchase stock exercisable at $2.50 per share.  The
private offering was made only to accredited investors within the meaning of
Regulation D of the Securities Act of 1933 under Rule 506 of Regulation
D.  As of March 31, 2008, we have raised $3,965,000 from twenty nine
(29) accredited investors.




The
proceeds of the offering will be used for general working capital purposes and
to finance potential acquisitions which are continuing to be reviewed by company
management.




ITEM
      7.
            FINANCIAL
      STATEMENTS




Our
financial statements are contained in footnotes F-2 through F-7, which appear at
the end of this annual report.




ITEM
      8.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE




None.




ITEM
      8A.
            CONTROLS
      AND PROCEDURES




EVAULATION
OF DISCLOSURE CONTROLS AND PROCEDURES




We
conducted an evaluation under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures.  The term “disclosure controls and procedures,” as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934,
as amended (“Exchange Act”), means controls and other procedures of a company
that are designed to ensure that information required to be disclosed by the
company in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission’s rules and forms.  Disclosure
controls and procedures also include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the Company’s management, including its
principal executive and principal financial officers, or persons performing
similar functions, as appropriate, to allow timely decisions regarding required
disclosure.  Based on this evaluation, our Chief Executive Officer and
Chief Financial Officer concluded as of December 31, 2007, that our disclosure
controls and procedures are effective to a reasonable assurance level of
achieving such objectives.  However, it should be noted that the
design of any system of controls is based in part upon
objectives.  However, it should be noted that the design of any system
of controls is based in part upon 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, regardless of
how remote.




-9-




MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act.  Our internal control over financial reporting
is designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles.  The internal controls for the Company are provided by
executive management’s review and approval of all transactions.  Our
internal control over financial reporting also includes those policies and
procedures that:




1.
            pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of our
      assets;




2.
            provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with U.S. GAAP, and that
      our receipts and expenditures are being made only in accordance with the
      authorization of our management;
and




3.
            provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.




Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2007.  In making this assessment,
management used the criteria set forth by the Committee of sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated
Framework.  Management’s assessment included an evaluation of the
design of our internal control over financial reporting and testing of the
operational effectiveness of these controls.




Based on
this assessment, management has concluded that as of December 31, 2007, our
internal control over financial reporting was effective to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with U.S. generally
accepted accounting principles.




This
annual report does not include an attestation report of the Company’s registered
public 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
Securities and Exchange Commission that permit the Company to provide only
management’s repot in this annual report.




-10-




CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING




There
were no changes in our internal control over financial reporting during our
fiscal quarter ended December 31, 2007 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.




ITEM
      8B.
            OTHER
      INFORMATION




None.




PART
III




ITEM
      9.
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
      16(A) OF THE EXCHANGE ACT DIRECTORS AND EXECUTIVE
  OFFICERS







NAME
            
            AGE
            
            POSITIONSMatthew
      R. Jennings
            
            38
            
            President,
      Chief Executive Officer, DirectorRobert
      L. Jennings, II
            
            39
            
            Treasurer,
      DirectorShawn
      P. Crawford
            
            38
            
            Secretary





Matthew
R. Jennings




Mr.
Jennings has owned and operated investment related businesses since 1996. 
He is licensed with the Financial Industry Regulatory Authority (FINRA) and
holds Series 7, 63, 24, 27, 65 and 4 licenses and is a Registered Investment
Advisor.  In 2002, Mr. Jennings founded Westmoore Investment, L.P. – an
entrepreneurial investment fund offering a wide range of private placement
investments. Through his leadership, vision and management the fund has grown to
become a diversified group of companies spanning business development, lending,
and property and real estate services with operations that have grown both
domestically and internationally.




Robert
L. Jennings II




Robert
Jennings co-founded Westmoore Management LLC and Westmoore Securities,
Inc.  During his tenure of overseeing the securities business, he
specialized in executing transactions for money managers, institutions, and
various hedge funds.  Capitalizing on his experience managing
residential and commercial properties, Mr. Jennings also directed the branding
and development of Westmoore Realty. He is licensed with the Financial Industry
Regulatory Authority (FINRA) and holds Series 7, 63, 24, and 4 licenses. He is
also a licensed realtor in the state of California. Currently, he is the
President and CEO of Harry's Pacific Grill.




-11-




Shawn
Crawford




Shawn
Crawford is the CEO and compliance officer of Westmoore Trading
Co.  He is currently COO of Capital Asset Lending, Inc. and VP of
Westmoore Lending LLC.  Mr. Crawford has worked with C. K. Cooper
through the acquisition of Mission Capital Investment Group in 2001, where he
was co-founder and operations manager.  While at C. K. Cooper Mr.
Crawford was in charge of the equity and fixed income trading departments as
well as the brokerage operations. Prior to Mission Capital, Mr. Crawford was a
licensed broker with Del Mar Financial where he worked with the private client
group.  He is currently licensed with FINRA holding Series 7, 63, 24,
4, and 55 licenses.




COMMITTEES
OF THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE MATTERS




Committees
of the Board.  The board of directors has not yet established an audit
committee, nominating committee or compensation committee. The functions of
these committees are currently performed by the entire board of
directors.  We are not currently subject to any law, rule or
regulation requiring that we establish or maintain committees of the board of
directors.  We may establish an audit, nominating and/or compensation
committee in the future if the board determines it to be advisable or we are
otherwise required to do so by applicable law, rule or regulation.




Board of
Directors Independence.  Our board of directors consists of two
members. None of the members of our board of directors is "independent" within
the meaning of rules and regulations of the SEC or any self-regulatory
organization. We are not currently subject to any law, rule or regulation
requiring that all or any portion of our board of directors include"
independent" directors.




Audit
Committee Financial Expert.  We do not yet have an audit committee. No
member of our board of directors is an "audit committee financial expert" within
the meaning of Item 401(e) of Regulation S-B. In general, an "audit committee
financial expert" is an individual member of the audit committee (board of
directors) who:




·           understands
generally accepted accounting principles and financial statements,




·           is
able to assess the general application of such principles in connection with
accounting for estimates, accruals and reserves,




·           has
experience preparing, auditing, analyzing or evaluating financial statements
comparable to the breadth and complexity to our financial
statements,




·           understands
internal controls over financial reporting, and




·           understands
audit committee functions.




At this
stage of our development, we have elected not to expend our limited financial
resources to implement these corporate governance measures. We believe that
neither independent (within the meaning of regulatory definitions) directors,
committee persons nor an "audit committee financial expert," will agree to serve
until the company is further along in its development. We may, in the future,
implement some or all of the corporate governance measures described
above.




Code of
Ethics.  In December 2004 we adopted a Code of Business Conduct and
Ethics applicable to our Chief Executive Officer, principal financial and
accounting officers and persons performing similar functions.  A code
of ethics is a written standard designed to deter wrongdoing and to
promote




-12-




·           honest
and ethical conduct,




·           full,
fair, accurate, timely and understandable disclosure in




·           regulatory
filings and public statements,




·           compliance
with applicable laws, rules and regulations,




·           the
prompt reporting violation of the code, and




·           accountability
for adherence to the code.




A copy of
our Code of Business Conduct and Ethics has been filed with the Securities and
Exchange Commission.  We will provide a copy, without charge, to any
person desiring a copy of the Code of Business Conduct and Ethics, by written
request to us at 8141 E. Kaiser Blvd, Suite 312, Anaheim Hills, California
92808.




DIRECTOR
COMPENSATION




Members
of our Board of Directors do not receive cash compensation for their services as
directors but are reimbursed for their reasonable expenses for attending board
and board committee meetings.




ITEM
      10.
            EXECUTIVE
      COMPENSATION




On
February 26, 2008, we entered into an Executive Employment Contract with Matthew
Jennings where he is to receive One Million (1,000,000) shares of Series A
Preferred Stock of the Company as part of his compensation for services
rendered.  The One Million (1,000,000) shares of the Series A
Preferred Stock of the Company shall be convertible to common shares of stock,
at the option of Mr. Jennings, on a one for ten basis and/or 1,100,000 shares of
common stock in the aggregate.  Each share of the Series A Preferred
Stock of the Company shall be entitled to voting rights equal to 50 shares of
the Common Stock of the Company.




Also, as
part of the Executive Employment Contract Matthew Jennings shall serve as the
Company’s President for the term of five (5) years with a salary of $200,000 per
year.




OPTION/SAR
GRANTS IN LAST FISCAL YEAR




There
were no individual SAR grants of options made during fiscal 2007 to any Named
Executive Officer.




ITEM
      11.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS




At March
31, 2008 we had 11,794,888 shares of our common stock issued and outstanding.
The following table sets forth information regarding the beneficial ownership of
our common stock as of March 31, 2007 by:




·           each
person known by us to be the beneficial owner of more




·           than
5% of our common stock;




-13-




·           each
of our directors;




·           each
of our executive officers; and




·           our
executive officers, directors and director nominees as a group.




Unless
otherwise indicated, the business address of each person listed is in care of
8141 E. Kaiser Blvd., Suite 312, Anaheim Hills, CA 92808.  The
percentages in the table have been calculated on the basis of treating as
outstanding for a particular person, all shares of our common stock outstanding
on that date and all shares of our common stock issuable to that holder in the
event of exercise of outstanding options, warrants, rights or conversion
privileges owned by that person at that date which are exercisable within 60
days of that date. Except as otherwise indicated, the persons listed below have
sole voting and investment power with respect to all shares of our common stock
owned by them, except to the extent that power may be shared with a spouse. As
of March 31, 2008, there were 11,794,888 shares outstanding.






NAME
      OF BENEFICIAL OWNER
            
            AMOUNT
      AND NATURE OF BENEFICIAL OWNERSHIP
            
            PERCENT
      OF CLASSWestmoore
      Capital Group, LLC
            
            1,300,000
            
            11.02%Westmoore
      Investment, LP
            
            1,195,792
            
            10.14%Westmoore
      Management, Inc.
            
            1,540,699
            
            13%Joaquin
      de Teresa
            
            2,000,000
            
            17%51.16%





Each of
the above Westmoore entities is controlled directly or indirectly by our
President Matthew Jennings.




ITEM
      13.
            EXHIBITS




The
following documents are filed as a part of this report or are incorporated by
reference to previous filings, if so indicated:




EXHIBIT
      NO.
            DESCRIPTION1.0
            Certification
      of Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.*2.0
            Certification
      of Principal Financial and Accounting Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002.*3.0
            Certification
      of Principal Executive Officer and Principal Financial and Accounting
      Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.*





ITEM
      14.
            PRINCIPAL
      ACCOUNTANT FEES AND SERVICES





Mendoza
Berger & Company, LLP served as our independent registered public accounting
firm for fiscal 2006 and 2007.  The following table shows the fees
that were billed for the audit and other services provided by that firm for the
2007 and 2006 fiscal years.




-14-




Accounting Fees
charged


2006           $66,099


2007           $19,801





Audit
Fees -- This category includes the audit of our annual financial statements,
review of financial statements included in our Form 10-QSB Quarterly Reports and
services that are normally provided by the independent auditors in connection
with engagements for those fiscal years. This category also includes advice on
audit and accounting matters that arose during, or as a result of, the audit or
the review of interim financial statements.




Audit-Related
Fees -- This category consists of assurance and related services by the
independent auditors that are reasonably related to the performance of the audit
or review of our financial statements and are not reported above under "Audit
Fees." The services for the fees disclosed under this category include
consultation regarding our correspondence with the SEC and other accounting
consulting.




Tax Fees
-- This category consists of professional services rendered by our independent
auditors for tax compliance and tax advice. The services for the fees disclosed
under this category include tax return preparation and technical tax
advice.




All Other
Fees -- This category consists of fees for other miscellaneous
items.




Our Board
of Directors has adopted a procedure for pre-approval of all fees charged by our
independent auditors. Under the procedure, the Board approves the engagement
letter with respect to audit, tax and review services. Other fees are subject to
pre-approval by the Board, or, in the period between meetings, by a designated
member of Board. Any such approval by the designated member is disclosed to the
entire Board at the next meeting. The audit and tax fees paid to the auditors
with respect to fiscal year 2006 were pre-approved by the entire Board of
Directors.




SIGNATURES




In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Date:  September
      4, 2008
              Westmoore
      Holdings, Inc.By:
      /s/ Matthew
      Jennings
                Matthew
      Jennings
                Chief
      Executive Officer, President and
    Director


-15-


Table of
Contents






Report of
      Independent Registered Public Accounting Firm
              F-2Consolidated Balance
      Sheets
              F-3Consolidated
      Statements of Operations
              F-4Consolidated
      Statement of Shareholders’ Equity (deficit)
              F-5Consolidated
      Statements of Cash Flows
              F-6Notes
      to Consolidated Financial Statements
              F-7







REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors and Stockholders


Westmoore
Holdings, Inc.





We have
audited the accompanying consolidated balance sheets of Westmoore Holdings, Inc.
and its subsidiary, as of December 31, 2007 and 2006, and the related
consolidated statements of operations, shareholders' equity (deficit) and cash
flows for the years then ended.  These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.




We
conducted our audits in accordance with the 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.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances but not for
the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting.  Accordingly, we express no
such opinion. 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 consolidated financial statements referred to above, present
fairly, in all material respects, the financial position of Westmoore Holdings,
Inc. and its subsidiary, as of December 31, 2007 and 2006, and the results of
its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of
America.




The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  The Company's viability
is dependent upon its ability to obtain future financing and the success of its
future operations.  These factors raise substantial doubt as to the
Company's ability to continue as a going concern.  Management's plan
in regard to these matters is also described in Note 2.  The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.







MENDOZA
BERGER & COMPANY, LLP








Irvine,
California


April 2,
2008


F-2


WESTMOORE
HOLDINGS, INC., AND SUBSIDIARY


CONSOLIDATED
BALANCE SHEETS


DECEMBER
31, 2007 AND 2006








ASSETS2007
            
            
            2006Current
      assets:Cash
            
            $
            849
            
            
            $
            60,965Accounts
      receivable
            
            
            50,000
            
            
            
            39Receivable
      from escrow agent
            
            
            400,000
            
            
            
            9,226Inventory
            
            
            -
            
            
            
            -Prepaid
      expenses
            
            
            6,228
            
            
            
            4,933Deferred
      financing costs
            
            
            -
            
            
            
            -Total
      current assets
            
            
            457,077
            
            
            
            75,163Equipment
      and furniture:Office
      furniture and computers
            
            
            66,085
            
            
            
            68,059Accumulated
      depreciation
            
            
            (58,585
            )
            
            
            (49,351
            )Total
      equipment and furniture
            
            
            7,500
            
            
            
            18,708Deposits
            
            
            5,816
            
            
            
            7,316Total
      assets
            
            $
            470,393
            
            
            $
            101,187LIABILITIES
      AND SHAREHOLDERS' EQUITY (DEFICIT)Current
      liabilities:Accounts
      payable
            
            $
            83,246
            
            
            $
            15,544Accrued
      expenses - related party
            
            
            83,865
            
            
            
            44,858Taxes
      payable
            
            
            10,170
            
            
            
            10,239Note
      payable
            
            
            -
            
            
            
            -Capital
      lease obligation - current portion
            
            
            -
            
            
            
            -Total
      current liabilities
            
            
            177,281
            
            
            
            70,641Total
      liabilities
            
            
            177,281
            
            
            
            70,641Commitments
            
            
            -
            
            
            
            -Shareholders'
      equity:Preferred
      stock (par value $0.01) 25,000,000 shares authorized; 0
shares
              issued
      and outstanding at December 31, 2007 and 2006,
respectivelyCommon
      stock (par value $0.01) 100,000,000 shares authorized;
      7,829,888
              and
      581,861 shares issued and outstanding at December 31, 2007 and
              2006,
      respectively
            
            
            78,298
            
            
            
            5,818Additional
      paid in capital
            
            
            4,668,742
            
            
            
            3,875,819Accumulated
      deficit
            
            
            (4,453,928
            )
            
            
            (3,851,091
            )Total
      shareholders' equity (deficit)
            
            
            293,112
            
            
            
            30,546Total
      liabilities and shareholders' equity
            
            $
            470,393
            
            
            $
            101,187





The
      accompanying notes are an integral part of these financial
      statements




F-3


WESTMOORE
HOLDINGS, INC. AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF OPERATIONS


FOR THE
YEARS ENDED DECEMBER 31, 2007 AND 2006








2007
            
            
            2006Sales
            
            $
            32,300
            
            
            $
            14,423Cost
      of sales
            
            
            (31,733
            )
            
            
            (18,061
            )Gross
      (loss) profit
            
            
            567
            
            
            
            (3,638
            )Revenue
      from royalties
            
            
            -
            
            
            
            3,189Total
      net revenues
            
            
            567
            
            
            
            (449
            )Professional
      fees
            
            
            320,233
            
            
            
            841,807Compensation
            
            
            116,289
            
            
            
            1,125,249Rent
            
            
            75,905
            
            
            
            67,879Accounting
      fees
            
            
            42,160
            
            
            
            73,249Office
            
            
            35,566
            
            
            
            54,454Insurance
            
            
            22,663
            
            
            
            47,453Advertising,
      marketing and promotion
            
            
            7,344
            
            
            
            47,258Depreciation
            
            
            9,444
            
            
            
            9,407Travel
            
            
            -
            
            
            
            13,100Penalty
      Shares Expense
            
            
            -
            
            
            
            434,624Total
      expenses
            
            
            629,604
            
            
            
            2,714,480Operating
      loss
            
            
            (629,037
            )
            
            
            (2,714,929
            )Other income and
      (expense)Other
      income
            
            
            27,000
            
            
            
            -Gain
      on decrease in fair value of stock price guarantee
    obligation
            
            
            -
            
            
            
            -Gain
      on forgiveness of debt
            
            
            -
            
            
            
            44,245Interest
      expense
            
            
            -
            
            
            
            -Interest
      income
            
            
            -
            
            
            
            20,604Total
      other income (expense)
            
            
            27,000
            
            
            
            64,849Loss
      from continuing operations before income taxes
            
            
            (602,037
            )
            
            
            (2,650,080
            )Provision
      for income taxes
            
            
            (800
            )
            
            
            (1,600
            )Loss
      from continuing operations
            
            
            (602,837
            )
            
            
            (2,651,680
            )Loss
      from discontinued operations
            
            
            -
            
            
            
            (99,687
            )Net
      loss
            
            $
            (602,837
            )
            
            $
            (2,751,367
            )Loss
      from continuing operations per share – basic and diluted
            
            $
            (0.52
            )
            
            $
            (4.18
            )Loss
      from discontinued operations per share basic and diluted
            
            $
            -
            
            
            $
            (0.16
            )Net
      loss per share basic and diluted
            
            $
            (0.52
            )
            
            $
            (4.34
            )Weighted
      average number of shares outstanding - basic
            
            
            1,157,871
            
            
            
            634,768Weighted
      average number of shares outstanding - diluted
            
            
            1,157,871
            
            
            
            634,768





The
      accompanying notes are an integral part of these financial
      statements





F-4


WESTMOORE
HOLDINGS, INC. AND SUBSIDIARY


CONSOLIDATED
STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)


FOR THE
YEARS ENDED DECEMBER 31, 2007 AND 2006





PREFERRED
      STOCK
            
            
            COMMON
      STOCKNUMBER
      OF SHARES
            
            
            PAR
      VALUE $0.01 PER SHARE
            
            
            NUMBER
      OF SHARES
            
            
            PAR
      VALUE $0.01 PER SHARE
            
            
            PAID
      IN CAPITAL
            
            
            ACCUMULATED
      DEFICIT
            
            
            TOTALBalance
      at December 31, 2005 (restated)
            
            
            -
            
            
            $
            -
            
            
            
            461,336
            
            
            $
            4,613
            
            
            $
            2,348,487
            
            
            $
            (1,099,724
            )
            
            
            1,253,376Common
      shares  issued for cash
            
            
            -
            
            
            
            -
            
            
            
            43,500
            
            
            
            435
            
            
            
            434,565
            
            
            
            -
            
            
            
            435,000Common
      shares issued for services provided
            
            
            -
            
            
            
            -
            
            
            
            55,625
            
            
            
            556
            
            
            
            399,944
            
            
            
            -
            
            
            
            400,500Common
      shares issued for penalty common shares
            
            
            -
            
            
            
            -
            
            
            
            21,400
            
            
            
            214
            
            
            
            117,166
            
            
            
            -
            
            
            
            117,380Penalty
      Warrants issued
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            317,244
            
            
            
            -
            
            
            
            317,244Stock
      options issued  as compensation
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            258,413
            
            
            
            -
            
            
            
            258,413Net
      Loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (2,751,367
            )
            
            
            (2,751,367
            )Balance
      at December 31, 2006
            
            
            
            
            
            
            
            
            
            
            581,861
            
            
            $
            5,818
            
            
            $
            3,875,819
            
            
            $
            (3,851,091
            )
            
            $
            30,546





The
      accompanying notes are an integral part of these financial
      statements


F-5


WESTMOORE
HOLDINGS, INC. AND SUBSIDIARY


CONSOLIDATED
STATEMENT OF SHAREHOLDERS’ EQUITY (DEFICIT)


FOR THE
YEARS ENDED DECEMBER 31, 2007 AND 2006








PREFERRED
      STOCK
            
            
            COMMON
      STOCKNUMBER
      OF SHARES
            
            
            PAR
      VALUE $0.01 PER SHARE
            
            
            NUMBER
      OF SHARES
            
            
            PAR
      VALUE $0.01 PER SHARE
            
            
            PAID
      IN CAPITAL
            
            
            ACCUMULATED
      DEFICIT
            
            
            TOTALBalance
      at December 31, 2006
            
            
            -
            
            
            $
            -
            
            
            
            581,861
            
            
            $
            5,818
            
            
            $
            3,875,819
            
            
            $
            (3,851,091
            )
            
            $
            30,546Common
      shares issued for services provided
            
            
            -
            
            
            
            -
            
            
            
            121,167
            
            
            
            1,212
            
            
            
            279,972
            
            
            
            -
            
            
            
            281,184Common
      shares issued as compensation
            
            
            -
            
            
            
            -
            
            
            
            11,250
            
            
            
            113
            
            
            
            14,387
            
            
            
            -
            
            
            
            14,500Common
      shares issued for payment of debt
            
            
            -
            
            
            
            -
            
            
            
            108,098
            
            
            
            1,080
            
            
            
            118,639
            
            
            
            -
            
            
            
            119,719Common
      shares issued for cash
            
            
            -
            
            
            
            -
            
            
            
            7,007,512
            
            
            
            70,075
            
            
            
            379,925
            
            
            
            -
            
            
            
            450,000Net
      Loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (602,837
            )
            
            
            (602,837
            )Balance
      at
              December
      31, 2007 .
            
            
            -
            
            
            
            -
            
            
            
            7,829,888
            
            
            $
            78,298
            
            
            $
            4,668,742
            
            
            $
            (4,453,928
            )
            
            $
            293,112





The
      accompanying notes are an integral part of these financial
      statements




F-5


WESTMOORE
HOLDINGS, INC. AND SUBSIDIARY


CONSOLIDATED
STATEMENTS OF CASH FLOWS


FOR THE
YEARS ENDED DECEMBER 31, 2007 AND 2006













2007
            
            
            2006Cash
      flows from operating activities:Net
      loss
            
            $
            (602,837
            )
            
            $
            (2,751,367
            )Adjustments
      to reconcile net (loss) to net cash:Depreciation
      and amortization
            
            
            9,234
            
            
            
            9,617Shares
      issued for compensation and services, net
            
            
            281,184
            
            
            
            400,500Stock
      issued for compensation
            
            
            14,500
            
            
            
            258,413Shares
      issued for payment of debt
            
            
            119,719Penalty
      shares and warrants
            
            
            -
            
            
            
            434,624Gain
      on reduction of stock price guarantee
            
            
            -
            
            
            
            -Gain
      on forgiveness of debt
            
            
            -
            
            
            
            (44,245
            )(Increase)
      decease in operating assets:Accounts
      receivable
            
            
            (49,961
            )
            
            
            7,450Inventory
            
            
            9,226
            
            
            
            12,884Prepaid
      expenses
            
            
            (1,295
            )
            
            
            543,797Deferred
      tax assets
            
            
            -
            
            
            
            -Other
      assets
            
            
            7,316
            
            
            
            (1,600
            )Deposit
            
            
            (5,816
            )
            
            
            -Increase
      (decrease) in operating liabilities:Accounts
      payable
            
            
            67,702
            
            
            
            (29,365
            )Accrued
      expenses
            
            
            39,007
            
            
            
            (9,722
            )Income
      tax payable
            
            
            (69
            )
            
            
            880Net
      cash provided by (used in) operating activities
            
            
            (112,090
            )
            
            
            (1,168,134
            )Cash
      flows from financing activities:Proceeds
      from note payable and warrants
            
            
            -
            
            
            
            -Repayment
      of note payable
            
            
            -
            
            
            
            (215,000
            )Capital
      lease
            
            
            -
            
            
            
            (7,164
            )Common
      stock issued for cash
            
            
            50,000
            
            
            
            435,000Net
      cash provided by (used in) financing activities
            
            
            50,000
            
            
            
            212,836Cash
      flows from investing activities:Equipment
            
            
            1,974
            
            
            
            (2,996
            )Net
      cash provided by (used in) investing activities
            
            
            1,974
            
            
            
            (2,996
            )Net
      increase (decrease) in cash
            
            
            (60,116
            )
            
            
            (958,294
            )Cash,
      beginning of period
            
            
            60,965
            
            
            
            1,019,259Cash,
      end of period
            
            $
            849
            
            
            
            60,965SUPPLEMENTAL
      INFORMATION ON NON-CASH INVESTING AND FINANCING
ACTIVITIES:Stock
      issued for services
            
            $
            18,184
            
            
            $
            400,500Stock
      issued for future services
            
            $
            -
            
            
            
            -Penalty
      Stock and Warrants issued
            
            $
            -
            
            
            $
            434,624Stock
      options issued for compensation
            
            $
            14,500
            
            
            $
            258,413Stock
      issued for payment of debt
            
            $
            119,719
            
            
            $
            258,413SUPPLEMENTAL
      CASH FLOW INFORMATION:Cash
      paid during the year for:Payments
      of interest
            
            $
            -
            
            
            $
            -Income
      taxes
            
            $
            800
            
            
            $
            -





The
      accompanying notes are an integral part of these financial
      statements







F-6


WESTMOORE
HOLDINGS, INC. AND SUBSIDIARY


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


FOR THE
YEARS ENDED DECEMBER 31, 2007 AND 2006








1.
            HISTORY
      AND ORGANIZATION OF THE COMPANY’S RESTATEMENT OF CONSOLIDATED FINANCIAL
      STATEMENTS;





HISTORY
AND ORGANIZATION OF THE COMPANY





The
Company was incorporated in Nevada on August 13, 1981, under the name Port Star
Industries, Inc. and was organized to succeed to the properties, rights and
obligations of Port Star Industries, Inc., a publicly-held North Carolina
corporation formed on November 3, 1961 under the name of Riverside Homes, Inc.
("Port Star North Carolina").




At the
time of our formation, Port Star North Carolina had no assets, liabilities or
operations. In order to change the domicile of Port Star North Carolina to
Nevada:




·           Port
Star North Carolina caused the Company's formation under the laws of Nevada,
with an authorized capitalization that "mirrored" the authorized capitalization
of Port Star North Carolina, and




·           Issued
to each stockholder of Port Star North Carolina a number of shares of our common
stock equal to such stockholder's share ownership of Port Star North
Carolina.




At the
time of the reincorporation, Herman Rappaport, the founder, president and chief
executive officer was the principal stockholder of Port Star North Carolina.
Port Star North Carolina conducted no operations subsequent to the
reincorporation, and was administratively dissolved in 1988.




The
Company remained inactive until March 20, 1984, when the stockholders voted to
acquire Energy Dynamics, Inc., and changed its name to Energy Dynamics,
Inc.  However, on March 20, 1985, the acquisition was rescinded due to
non-performance by Energy Dynamics. At this time, the Company changed its name
to Heathercliff Group Inc., and from 1984 to 1985, engaged in real estate
development. Real estate operations ceased in 1985, and, later that year, Nevada
revoked the charter for failing to file required reports.




On
January 10, 2000, the Company revived its Nevada charter and changed its name to
StarMed Group, Inc. At the time of the revival, the Company had no assets or
liabilities, and Mr. Rappaport continued as our majority stockholder, either
directly or through his family trust.




On July
27, 2001, the Company acquired Sierra Medicinals, Inc., an Arizona corporation
incorporated in March 2000, in a share exchange whereby the Company issued a
total of 469,792 shares of common stock for all of the issued and outstanding
shares of Sierra Medicinals, Inc. Mr. Rappaport, either directly or through his
family trust, was a majority stockholder of Sierra Medicinals, Inc. and now
operates Sierra Medicinals, Inc. as a wholly owned subsidiary.




F-7







On
September 10, 2003, the Company formed Vet Medicinals, Inc. as a wholly owned
subsidiary under the laws of the State of Nevada. Vet Medicinals, Inc. is
currently inactive.  The Company is engaged in two businesses: (1) it
is developing a network of StarMed Wellness Centers that will offer
preventative, traditional medical and alternative treatments directed towards
achieving "total wellness," and (2) it markets a line of over-the-counter,
alternative medicinal products.  Historically, the Company's
operations were devoted to formulating and marketing a line of over-the-counter,
alternative medicinal products.  Severe competition in the medicinal
product market and the loss of a significant distribution outlet whose revenues
accounted for a substantial portion of the Company's 2004 revenues have resulted
in a significant reduction in the Company's product sales.




During
fiscal 2005 the Company's management made a strategic decision and redirected
its efforts to the development and establishment of a network of StarMed
Wellness Centers. During the year ended December 31, 2006, the Company closed
all of its Wellness Centers.




NAME
CHANGE OF THE COMPANY





On
January 17, 2008, we entered into a closing agreement with Westmoore Investment,
L.P., a California limited partnership, and certain of its affiliated companies
(“Westmoore”), and certain other individuals and companies.  As part
of this agreement, the name of StarMed Group, Inc. was changed to Westmoore
Holdings, Inc.  Through FINRA, the trading symbol was changed from
SMED to WSMO.




2.
            SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES





PRINCIPLES
OF CONSOLIDATION





The
consolidated financial statements include the financial statements of the
Company and its wholly-owned subsidiary, Sierra Medicinals, Inc.  All
significant intercompany balances and transactions have been eliminated in
consolidation.




REVENUE
RECOGNITION





The
Company has adopted SEC Staff Accounting Bulletin No. 101 "Revenue Recognition
in Financial Statements" (SAB 101) and accordingly recognizes revenue upon
shipment of the product to customers, upon fulfillment of acceptance terms, if
any, when no significant contractual obligations remain and collection of the
related receivable is reasonably assured. During 2006 and 2005, the Company had
sales of approximately $1,725 and $16,038 and respectively, to customers through
the Company's website. These sales allow customers a 30-day money back
guarantee, less shipping costs, for unused products. The Company has adopted
SFAS 48 "Revenue Recognition When Right of Return Exists" for the website sales
and records revenue net of a provision for estimated product
returns.




USE
OF ESTIMATES





The
preparation of the consolidated financial statements in accordance with
generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.




F-8







FAIR
VALUE OF FINANCIAL INSTRUMENTS




Financial
instruments consist principally of cash, payables and accrued expenses. The
estimated fair value of these instruments approximate their carrying
value.




ACCOUNT
RECEIVABLE





During
2007, the Company entered into a contract to sell StarMed Group, Inc. and its
subsidiary to investors for $400,000.  The receivable of $400,000 is
due from the Escrow Agent.




INVENTORY





The
Company contracts a third party to process and package its formulated herbal
products. The Company accounts for its inventory of finished goods on a
first-in, first-out basis or market, if it should be lower.  During
the years ended December 31, 2007 and 2006, the Company disposed of expired
inventory totaling $9,226 and $13,120, respectively.




EQUIPMENT
AND FURNITURE




Equipment
and furniture is stated at cost and depreciated using the straight-line method
over the estimated useful life of the assets, which is seven years. The Company
has acquired its computers under a capital lease.




STOCK
BASED COMPENSATION




On
January 1, 2006, the Company adopted the fair value recognition provisions of
SFAS No. 123(R), Share-Based Payment. Prior to January 1, 2006, the Company
accounted for share-based payments 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. In accordance with APB 25, no compensation cost was
required to be recognized for options granted that had an exercise price equal
to the market value of the underlying common stock on the date of
grant.




The
Company adopted FAS 123R using the modified prospective transition method. Under
this method, compensation cost recognized in the year ended December 31, 2006
includes: a) compensation cost for all share-based payments granted prior to,
but not yet vested as of January 1, 2006, based on the grant date fair value
estimated in accordance with the original provisions of FAS 123, and b)
compensation cost for all share-based payments granted subsequent to January 1,
2006, based on the grant-date fair value estimated in accordance with the
provisions of FAS 123R. Since no stock options were granted to employees prior
to December 31, 2005, the results for prior periods have not been
restated.




F-9




As
disclosed in Note 5, the Company issued 46,250 post reverse stock split stock
options to employees of the Company in February and October 2006. The stock
options were valued on the date of grant. The weighted average fair value of
each option was $0.005 and $0.001.  The fair value of the options were
measured using the Black Scholes option pricing model. The model used the
following assumptions: exercise price of $0.009 and $0.004, weighted average
life of options of five years, risk free interest rate of 4.50% and $.65%, and
average dividend yield of 0.00%. The Company charged approximately $258,000 to
compensation expense during the year ended December 31 2006.




INCOME
TAXES




Deferred
income taxes are reported using the liability method. Deferred tax assets are
recognized for deductible temporary differences and deferred tax liabilities are
recognized for taxable temporary differences.  Temporary differences
are the differences between the reported amounts of assets and liabilities and
their tax bases.




Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.




ADVERTISING
COSTS





The
Company expenses advertising costs as incurred.  For the years ended
December 31, 2007 and 2006, the Company incurred advertising expense of $7,344
and $47,258, respectively.




LOSS
PER SHARE





In
February 1997, the Financial Accounting Standards Board (FASB) issued SFAS No.
128 "Earnings Per Share" which requires the Company to present basic and diluted
earnings per share, for all periods presented.  The computation of
loss per common share (basic and diluted) is based on the weighted average
number of shares actually outstanding during the period.




RECLASSIFICATIONS





Certain
amounts in the prior period presented have been reclassified to conform to the
current period financial statement presentation.  These
reclassifications have no effect on previously reported accumulated
deficit.







3.
            GOING
      CONCERN AND MANAGEMENT'S PLANS




The
accompanying consolidated financial statements, which have been prepared in
conformity with accounting principles generally accepted in the United States of
America, contemplates the continuation of the Company as a going
concern.  Continuation of the Company as a going concern is contingent
upon establishing and achieving profitable operations.  Such
operations will require management to secure additional financing for the
Company in the form of debt or equity. Management is currently in the process of
securing additional financing for the Company.




F-10


4.
            CORPORATE CREDIT
      CARD





The
Company has available up to $20,000 on an unsecured corporate credit card. The
minimum payment due was $30 as of December 31, 2007 and 2006. The Company had an
outstanding balance of $535 and $648 as of December 31, 2007 and 2006,
respectively which is included in accounts payable.




5.
            DEBT





On July
23, 2003, the Company entered into an agreement for the cancellation of the note
payable in the amount of $467,255 including accrued interest through July 23,
2003, in exchange for the issuance of 2,076 post reverse stock split restricted
shares of common stock. The agreement includes a guarantee and option whereby
the Company guarantees a market price of $3.50 per share in the event of the
future sale of the shares by the related shareholder in the form of either cash
or additional shares of common stock valued at the bid price on the date of
payment.




On
February 7, 2006, the Company entered into a settlement agreement with the
creditor pursuant to which the 2003 agreement was rescinded and cancelled, the
Company paid the creditor $215,000, and the indebtedness was
cancelled.  The remaining balance of notes payable was included in
Gain on forgiveness of debt of $44,245.




CAPITAL
LEASE





The
Company had a five-year lease on computers. The monthly payment was $1,473 per
month. The Company acquired the computers for $1 at the end of the lease. The
Company has calculated the present value of the computers assuming a 12%
interest rate as $62,575 and has capitalized that value for
depreciation.  The balance of the capital lease obligation was paid in
full at December 31, 2006.




The
equipment under capital lease is as follows:




DECEMBER
      31, 2007
            
            DECEMBER
      31, 2006Office
      furniture and computers
            
            $
      66,085
            
            $  68,059Less:
      accumulated depreciation
            
            (58,585)
            
            (49,351)$  7,500
            
            $  18,708





The
Company had depreciation expense of $9,444 and $9,407 for the years ending
December 31, 2007 and 2006, respectively.




Capital
lease was paid in full as of December 31, 2006.  The office lease for
the corporate offices were terminated as of January 17, 2008 as part of
Westmoore Holdings, L.P purchase of StarMed Group, Inc. (see note
10)




F-11




NOTES
PAYABLE




On June
28, 2005, the Company issued a $500,000 10% senior secured convertible
promissory note and a stock purchase warrant for a total of $490,000 as part of
a private offering. Principal and interest are convertible at the holder's
option upon an event of default into shares of the Company's common stock at a
price per share that is equal to seventy percent (70%) of the lower of: (i) the
ten (10) day average of the closing bid price of the Company's common stock on
the day prior to the date of conversion of this note or (ii) the closing bid
price of the Company's common stock on the day prior to the date of conversion.
Principal and interest are due upon the earlier of: (a) June 28, 2006 or (b) the
date upon which the Company sells any of its equity or debt securities in a
financing transaction, or a series of financings, with gross proceeds equal to
one million dollars ($1,000,000) or more. The note has certain financial and
restrictive covenants.  The Company is also required to reserve a
sufficient number of shares of common stock to be issuable upon conversion of
this note and exercise of the warrants.




The stock
purchase warrant entitles the holder to purchase, at an exercise price per share
equal to $16.00 per share, up to 6,250 post reverse stock split shares of the
Company's common stock. The exercise price is subject to an adjustment related
to any dividends, subdivisions, combinations, or issuances of shares at a
discounted price.




The fair
value of the stock purchase warrants was approximately $67,500 or $10.80 per
warrant and was determined using the Black Scholes pricing model.  The
factors used were the warrant exercise price of $10.00 per share, the 5 year
life of the warrants, volatility measure of 135.8%, a dividend rate of 0% and a
risk free interest rate of 3.76%.  The warrant can be exercised in
whole or in part and expires on June 28, 2010.  No warrants were
exercised as of September 30, 2005.  The Company's obligation to the
note holder is collateralized by a security interest in all of the Company's
assets.  A placement fee totaling $40,000 was deducted from the
proceeds of the offering.  The Company is expensing this fee over the
life of the note.




In
accordance with APB No. 14, "Accounting for Convertible Debt and Debt Issued
with Stock Purchase Warrants", the Company has allocated the proceeds received
in the private offering to the warrant and the note based on their relative fair
market values at the time of issuance. The proceeds allocated to the warrant,
$67,500, were accounted for as additional paid-in capital.  This
resulted in the note being discounted by $77,500.  The discount
consists of $67,500 related to the warrants and the discount of $10,000 related
to the promissory note.




6.
            CAPITAL
      STOCK





In 2006,
the Company issued 43,500 common shares for $435,000.




In
January 2006, the Company sold an aggregate of 43,500 units of our securities to
99 accredited investors in an offering exempt from registration under the
Securities Act in reliance on exemptions provided by Section 4(2) and Rule 506
of Regulation D of the Securities Act. Each unit was sold for a purchase price
of $0.06, and consisted of one share of our common stock and one redeemable five
year common stock purchase warrant, exercisable at $1.00 per share, subject to
adjustment, which resulted in the issuance by us of an aggregate of 43,500
shares of common stock and common stock purchase warrants to purchase an
additional 43,500 shares of our common stock. Gross proceeds were
$435,000.




F-12




We agreed
to file a registration statement with the SEC on or before March 20, 2006
covering the shares of common stock, including the shares underlying the
warrants, issued in this offering so as to permit the resale
thereof.  We also agreed to use our best efforts to ensure that the
registration statement be declared effective by the SEC by June 3,
2006.  The registration statement was not filed with the SEC until
June 19, 2006, and it did not become effective until August 4, 2006. As a
result, under the terms of the offering, we were required to issue an additional
21,400 shares of our common stock and common stock purchase warrants to purchase
an additional 21,403 shares as of August 4, 2006, of which: 21,400 shares and
21,403 warrants were reflected in our consolidated balance sheets and
consolidated statement of shareholders' equity during the year ended December
31, 2006.  The shares of common stock were valued at $117,880 and the
warrants were valued at $317,244.  The penalty shares of common stock,
including the common stock underlying the additional warrants, were included in
the registration statement.




Subject
to certain conditions, from the date the warrants were issued until 30 days
prior to the expiration date of the warrants, the Company may require warrant
holders to exercise or forfeit their warrants, provided that (i) the
closing price for our common stock is at least $60.00 per share for 20
consecutive trading days and (ii) trading volume in our common stock exceeds
3,750 shares per day for each trading day during such twenty day
period.




In
January 2008, Westmoore Investment, L.P. and its affiliates acquired 6,609,899
shares of our common stock for $400,000.  This amount remained with
the escrow agent as of December 31, 2007.




Description
of Securities





The
Company is authorized to issue 100,000,000 shares of common stock, par value
$.01 per share, and 25,000,000 shares of preferred stock, par value $.01 per
share.




Common
Stock





The
holders of common stock are entitled to one vote per share on all matters
submitted to a vote of stockholders, including the election of directors. There
is no right to cumulate votes in the election of directors.  The
holders of common stock are entitled to any dividends that may be declared by
the board of directors out of funds legally available for payment of dividends
subject to the prior rights of holders of preferred stock and any contractual
restrictions we have against the payment of dividends on common
stock.  In the event of our liquidation or dissolution, holders of
common stock are entitled to share ratably in all assets remaining after payment
of liabilities and the liquidation preferences of any outstanding shares of
preferred stock.  Holders of common stock have no preemptive rights
and have no right to convert their common stock into any other
securities.




Preferred
Stock





The
Company is also authorized to issue 25,000,000 shares of $.01 par value
preferred stock in one or more series with such designations, voting powers, if
any, preferences and relative, participating, optional or other special rights,
and such qualifications, limitations and restrictions, as are determined by
resolution of our board of directors. The issuance of preferred stock may have
the effect of delaying, deferring or preventing a change in control of our
company without further action by stockholders and could adversely affect the
rights and powers, including voting rights, of the holders of common stock. In
certain circumstances, the issuance of preferred stock could depress the market
price of the common stock.




F-13




Common
Stock Purchase Warrants




At
January 31, 2006 the Company had common stock purchase warrants outstanding to
purchase an aggregate of 242,300 shares of our common stock, of
which:




·           Warrants
to purchase 6,250 shares, exercisable until September 2010, at a price of $10.00
per share, subject to adjustment, were issued to the purchaser of $500,000
principal amount 10% senior secured convertible promissory note;
and




·           Five
year common stock purchase warrants to purchase 236,050 shares, exercisable at a
price of $40.00 per share, subject to adjustment, were issued to purchasers of
our units from December 2005 to January 2006.




In
January 2006, the Company sold an aggregate of 43,500 units of our securities to
99 accredited investors in an offering exempt from registration under the
Securities Act in reliance on exemptions provided by Section 4(2) and Rule 506
of Regulation D of the Securities Act.




Each unit
was sold for a purchase price of $0.06, and consisted of one share of our common
stock and one redeemable five year common stock purchase warrant, exercisable at
$1.00 per share, subject to adjustment, which resulted in the issuance by us of
an aggregate of 43,500 shares of common stock and common stock purchase warrants
to purchase an additional 43,500 shares of our common stock. Gross proceeds were
received of $435,000.




Subject
to certain conditions, the Company may require warrant holders to exercise or
forfeit their warrants, provided that the closing price for our common stock is
at least $60.00 per share, subject to adjustment, for 20 consecutive trading
days and trading volume in our common stock exceeds 3,750 shares per day for
each trading day during such 20 day period.




For one
year following the date of issuance, the Company is obligated to issue
additional shares of Company common stock to purchasers of the units to protect
them against dilution in the event that we issue shares of our common stock
during such one-year period at less than $10.00 per share. In addition, for a
one year period following the date of issuance and continuing until the warrants
expire, the exercise price is subject to "weighted-average" anti-dilution
protection for subsequent issuances of common stock or securities convertible
into common stock at less than the then current warrant exercise price,
excluding certain issuances unrelated to capital raising
transactions.




In
January 2008, the company sold an aggregate of 6,609,899 shares of our common
stock to Westmoore Investment, L.P. in an offering exempt from registration
under the Securities Act in reliance on exemptions provided by Section 4(2) and
Rule 506 of Regulation D of the Securities Act, each unit was sold for a
purchase price of 0.06 and consisted of one share of our common
stock.




F-14




7.
            INCOME
  TAXES




Reconciliation
of the differences between the statutory tax and the effective income tax are as
follows:




DECEMBER
      31, 2007
            
            
            DECEMBER
      31, 2006Federal
      statutory tax
            
            
            (34.00
            %)
            
            
            (34.00
            %)State
      taxes, net of federal tax
            
            
            (5.83
            %)
            
            
            (5.83
            %)Valuation
      allowance
            
            
            39.83
            %
            
            
            39.83
            %-
            
            
            
            -


The
effective income tax rate differs from the federal statutory rate primarily due
to permanent timing differences and net operating loss carry
forwards.




The
Company had available unused federal and state operating loss carry-forwards of
approximately $4,868,000 and $4,238,000 at December 31, 2007 and 2006
respectively that may be applied against future taxable income.




SFAS No.
109 requires a valuation allowance to be recorded when it is more likely than
not that some or all of the deferred tax assets will not be
realized.




Internal
Revenue Code Section 382 imposes limitations on our ability to utilize net
operating losses if we experience an ownership change and for the NOL’s acquired
in the acquisitions of subsidiaries.  An ownership change may result
from transactions increasing the ownership of certain stockholders in the stock
of the corporation by more than 50 percentage points over a three-year
period.  The value of the stock at the time of an ownership change is
multiplied by the applicable long-term tax exempt interest rate to calculate the
annual limitation.  Any unused annual limitation may be carried over
to later years.




The
company accounts for income taxes in accordance with Statement SFAS No. 109 –
Accounting for Income Tax and FASB Interpretation No. 48 – Accounting for
Uncertainty in Income Taxes an interpretation of FASB Statement of No. 109,
whereby deferred taxes are provided on temporary differences arising from assets
and liabilities whose bases are different for financial reporting and income tax
purposes.  Deferred taxes are attributable to the effects of the
following items:




-Differences
in calculating depreciation on property, plant and equipment


-Differences
in calculating amortization and/or impairments on intangible assets


-Allowances
for bad debt


-Tax loss
carry forwards








F-15




The
(provision) benefit for income taxes consists of the following as of December
31:




2006
            
            
            2007Current:Federal
            
            $
            -
            
            
            $
            -State
            
            
            (1,600
            )
            
            
            (800
            )(1,600
            )
            
            
            (800
            )Deferred:Federal
            
            
            939,000
            
            
            
            205,000State
            
            
            160,000
            
            
            
            53,000Total
      (provision) benefit beforevaluation
      allowance
            
            
            1,095,000
            
            
            
            258,000Change
      in valuation allowance
            
            
            (1,095,000
            )
            
            
            258,000Total
      provision
            
            $
            (600
            )
            
            $
            (800
            )


The
components of the net deferred income tax asset are as follows as of December
31:




2006
            
            
            2007Deferred
      income tax assets:Net
      operating loss carry forward
            
            $
            1,688,000
            
            
            $
            1,939,0001,688,000
            
            
            
            1,939,000Deferred
      income tax asset, net before valuation allowance
            
            
            1,688,000
            
            
            
            1,939,000Less:
      valuation allowance
            
            
            (1,688,000
            )
            
            
            (1,939,000
            )Deferred
      income tax asset, net
            
            $
            -
            
            
            $
            -





8.
            COMMITMENTS





The
Company entered into a twelve month lease for office space commencing November
1, 2003 that expired in October 31, 2004 and was extended for an additional year
until December 31, 2005. The Company extended the lease for office space for
three years commencing January 1, 2006 and expiring December 31, 2008. Rent
expenses incurred for the years ended December 31, 2007, 2006 were $75,905 and
$67,879 respectively. Future minimum rental payments under the office lease are
$69,943.




F-16




9.
            RELATED PARTY
      TRANSACTIONS





The
Company owes two shareholders a total of $83,865 and $44,858 in expense
reimbursements as of December 31, 2007 and 2006 respectively.  These
amounts are reflected in accrued expenses, related party.




10.
            COMMITMENTS AND
      CONTINGENCIES




NONE





11.
            SUBSEQUENT
  EVENTS





On
January 17, 2008, the shareholders of StarMed Group, Inc. entered into an
agreement with Westmoore Management, L.P. to sell 6,609,899 shares for $400,000,
which was held by the escrow agent as of December 31, 2007.




Effective
January 17, 2008, the President of StarMed Group, Inc. resigned and terminated
his employment agreement and all of his rights under the agreement.




F-17