Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| Quarterly Report Pursuant To Section 13 or 15(d) Of The Securities
Exchange Act Of 1934
For the quarterly period ended September 30, 2011
|_| Transition Report Under Section 13 or 15(d) Of The Securities Exchange
Act Of 1934
For the transition period from __________ to __________
Commission File Number: 000-08301
WHITEMARK HOMES, INC.
------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 25-1302097
------------------------------- -----------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
7350 S. Tamiami Trail, Suite 64
Sarasota, FL 34231
---------------------------------
(Address of principal executive offices, including Zip Code)
(941) 952-5885
----------------------
(Issuer's telephone number, including area code)
(Former name or former address if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ] No [x]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [x]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of "large accelerated filer," "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [x] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 97,962,131 shares of common stock as
of September 5, 2012.
WHITEMARK HOMES, INC. AND SUBSIDIARIES
INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
CONTENTS
Consolidated Financial Statements:
Consolidated Balance Sheets:
As of September 30, 2011 (Unaudited) and December 31, 2010 3
Consolidated Statements of Operations (unaudited):
For the Three and Nine Months Ended September 30, 2011
and 2010 4
Consolidated Statements of Cash Flows (unaudited):
For the Nine Months Ended September 30, 2011 and 2010 5
Notes to Unaudited Consolidated Financial Statements 6 to 16
WHITEMARK HOMES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
---------------------------------
2011 2010
---------------- ---------------
(Unaudited)
ASSETS
Current Assets:
Cash $ 5,380 $ 5,380
Prepaid expenses 10,000 40,000
---------------- ---------------
Total Current Assets 15,380 45,380
---------------- ---------------
Total Assets $ 15,380 $ 45,380
================ ===============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Convertible notes payable, net $ 185,492 $ 155,492
Notes payable 63,894 63,894
Accounts payable 192,748 146,928
Accrued salaries 196,310 151,310
Accrued expenses 52,003 39,184
---------------- ---------------
Total Current Liabilities 690,447 556,808
---------------- ---------------
Total Liabilities 690,447 556,808
---------------- ---------------
Stockholders' Deficit:
Common stock $.001 par value; 100,000,000
shares authorized; 97,962,131 and
97,962,131 shares issued and
outstanding at September 30, 2011
and December 31, 2010, respectively 97,962 97,962
Additional paid-in capital 27,236,990 27,236,990
Accumulated deficit (28,010,019) (27,846,380)
---------------- ---------------
Total Stockholders' Deficit (675,067) (511,428)
---------------- ---------------
Total Liabilities and Stockholders'
Deficit $ 15,380 $ 45,380
================ ===============
See accompanying notes to the unaudited consolidated financial statements.
3
WHITEMARK HOMES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months
Ended For the Nine Months Ended
September 30, September 30,
------------------------ -----------------------------
2011 2010 2011 2010
----------- ----------- -------------- -------------
REVENUES $ - $ - $ - $ -
----------- ----------- -------------- -------------
OPERATING EXPENSES:
Compensation and related
benefits 15,000 15,000 45,000 45,000
Professional fees 25,647 86,008 77,041 179,677
Other general and
administrative - 1,577 - 1,577
----------- ----------- -------------- -------------
Total Operating Expenses 40,647 102,585 122,041 226,254
----------- ----------- -------------- -------------
LOSS FROM OPERATIONS (40,647) (102,585) (122,041) (226,254)
----------- ----------- -------------- -------------
OTHER INCOME (EXPENSES):
Interest expense (13,909) (13,404) (41,598) (35,618)
----------- ----------- -------------- -------------
Total Other Income
(Expenses) (13,909) (13,404) (41,598) (35,618)
----------- ----------- -------------- -------------
NET LOSS $ (54,556) $ (115,989) $ (163,639) $ (261,872)
=========== =========== ============== =============
Net Loss per Common Share:
Basic and diluted $ - $ - $ - $ -
=========== =========== ============== =============
Weighted Average Shares
Outstanding:
Basic and diluted 97,962,131 97,962,131 97,962,131 97,962,131
=========== =========== ============== =============
See accompanying notes to the unaudited consolidated financial statements.
4
WHITEMARK HOMES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine Months
Ended September 30,
------------------------------
2011 2010
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (163,639) $ (261,872)
Adjustments to reconcile net loss to net
cash used in operating activities:
Non-cash professional fee 30,000 30,000
Interest expense 30,000 30,000
Changes in assets and liabilities:
Accounts payable 45,820 39,065
Accrued salaries 45,000 45,000
Accrued expenses 12,819 2,903
-------------- --------------
NET CASH USED IN OPERATING ACTIVITIES - (114,904)
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes payable - 115,492
Proceeds from related party advances,net - 488
-------------- --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES - 115,980
-------------- --------------
Net Decrease in Cash - 1,076
Cash, Beginning of period $ 5,380 $ 5,495
-------------- --------------
Cash, End of Period $ 5,380 $ 6,571
============== ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ - $ -
============== ==============
Cash paid for income taxes $ - $ -
============== ==============
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of convertible debt for future
services $ - $ 80,000
============== ==============
Beneficial conversion feature related to
convertible debt $ - $ 80,000
============== ==============
See accompanying notes to the unaudited consolidated financial statements.
5
WHITEMARK HOMES, INC. AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements
September 30, 2011
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company
-----------
Whitemark Homes, Inc. ("Whitemark" or the "Company") was incorporated on July
30, 1975 under the laws of the State of Colorado. On April 1, 2000, Whitemark
disposed of its prior business operations and acquired Whitemark Homes, Inc.
("Whitemark Florida") along with certain related entities (the "Whitemark
Group") in a transaction accounted for as a reverse acquisition. Whitemark
Florida changed its name to Whitemark Homes of Florida, Inc. and the Company
changed its name to Whitemark Homes, Inc. Effective September 30, 2007, the
Company discontinued its real estate development operations.
Basis of Presentation and Going Concern
---------------------------------------
Management acknowledges its responsibility for the preparation of the
accompanying interim consolidated financial statements which reflect all
adjustments, consisting of normal recurring adjustments, considered necessary in
its opinion for a fair statement of its consolidated financial position and the
consolidated results of its operations for the interim period presented. These
consolidated financial statements should be read in conjunction with the summary
of significant accounting policies and notes to consolidated financial
statements included in the Company's Form 10-K annual report for the year ended
December 31, 2010. The accompanying unaudited consolidated financial statements
for Whitemark Homes and Subsidiaries have been prepared in accordance with
accounting principles generally accepted in the United States of America (the
"U.S.") for interim financial information and with the instructions to Form 10-Q
and Article 8-03 of Regulation S-X. Operating results for interim periods are
not necessarily indicative of results that may be expected for the fiscal year
as a whole.
The consolidated financial statements are prepared in accordance with generally
accepted accounting principles in the United States of America. The consolidated
financial statements include the Company and its wholly-owned inactive
subsidiaries, Whitemark Homes of Florida, Inc., a Florida corporation, which
wholly owns Home Funding, Inc, a Florida corporation. White Homes of Florida,
Inc. also holds a 99% interest in two inactive Florida limited liability
partnerships; Whitemark at Fox Glen, Ltd. and Sheeler Hills Ltd. and a
wholly-owned interest in four limited liability companies; Whitemark at Oak
Park, LLC, Whitemark at Corner Lake, LLC, Whitemark at Glenbrook, LLC, and
Whitemark at Little Creek. LLC. All significant intercompany balances and
transactions have been eliminated in the consolidated financial statements.
As reflected in the accompanying consolidated financial statements, the Company
had a net loss and net cash used in operations of $163,639 and $0, respectively,
for the nine months ended September 30, 2011 and a working capital deficiency,
accumulated deficit, and a stockholders' deficit of $675,067, $28,010,019, and
$675,067, respectively, at September 30, 2011. In addition, the Company is
inactive as of September 30, 2011, currently has no operations or sources of
revenue and is in default on certain promissory notes. . These conditions raise
substantial doubt about the Company's ability to continue as a going concern The
ability of the Company to continue as a going concern is dependent on the
Company's ability to further implement its business plan which involves
identifying a merger with an operating company, raise additional capital, and
generate revenues. Currently, management is seeking capital to implement its
business plan. Management believes that the actions presently being taken
provide the opportunity for the Company to continue as a going concern. The
consolidated financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
6
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Use of Estimates
----------------
The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the U.S. requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues, expenses, and the related disclosures at the date of the
financial statements and during the reporting period. Actual results could
materially differ from these estimates. Significant estimates in the 2011 and
2010 periods include the valuation of deferred tax assets and the valuation of
the beneficial conversion features on convertible debt.
Fair Value of Financial Instruments
-----------------------------------
The Company adopted ASC Topic 820, Fair Value Measurements. ASC Topic 820
clarifies the definition of fair value, prescribes methods for measuring fair
value, and establishes a fair value hierarchy to classify the inputs used in
measuring fair value as follows:
o Level 1-Inputs are unadjusted quoted prices in active markets for
identical assets or liabilities available at the measurement date.
o Level 2-Inputs are unadjusted quoted prices for similar assets and
liabilities in active markets, quoted prices for identical or similar
assets and liabilities in markets that are not active, inputs other
than quoted prices that are observable, and inputs derived from or
corroborated by observable market data.
o Level 3-Inputs are unobservable inputs which reflect the reporting
entity's own assumptions on what assumptions the market participants
would use in pricing the asset or liability based on the best
available information.
The carrying amounts reported in the balance sheets for cash, accounts payable,
accrued expenses, notes payable, and amounts due to related parties approximate
their fair market value based on the short-term maturity of these instruments.
The Company did not identify any assets or liabilities that are required to be
presented on the balance sheets at fair value in accordance with ASC Topic 820.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents. The Company had no
cash equivalents at September 30, 2011 and December 31, 2010.
Concentrations of Credit Risk
-----------------------------
Financial instruments that potentially subject us to significant concentrations
of credit risk consist principally of cash. The Company performs certain credit
evaluation procedures and does not require collateral for financial instruments
subject to credit risk. The Company maintains its cash in accounts with major
financial institutions in the United States. Deposits in these banks may exceed
the amounts of insurance provided on such deposits. As of September 30, 2011 and
December 31, 2010, there was $5,380 and $5,380, respectively, held in an escrow
account maintained by the Company's attorney and bank deposits did not exceed
federally insured limits. Historically, the Company has not experienced any
losses on our deposits of cash.
7
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Income Taxes
------------
The Company is governed by the Income Tax Law of the United States. The Company
utilizes ASC Topic 740, "Accounting for Income Taxes," which requires the
recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the consolidated financial
statements or tax returns. Under this method, deferred income taxes are
recognized for the tax consequences in future years of differences between the
tax bases of assets and liabilities and their financial reporting amounts at
each period end based on enacted tax laws and statutory tax rates applicable to
the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax
assets to the amount expected to be realized.
The Company applied the provisions of ASC 740-10-50, "Accounting For Uncertainty
In Income Taxes", which provides clarification related to the process associated
with accounting for uncertain tax positions recognized in our financial
statements. Audit periods remain open for review until the statute of
limitations has passed. The completion of review or the expiration of the
statute of limitations for a given audit period could result in an adjustment to
the Company's liability for income taxes. Any such adjustment could be material
to the Company's results of operations for any given quarterly or annual period
based, in part, upon the results of operations for the given period. As of
December 31, 2011 and 2010, management believes the Company had no material
uncertain tax positions, and will continue to evaluate for uncertain positions
in the future.
Stock-based Compensation
------------------------
The Company accounts for stock-based instruments issued to employees in
accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in
the statement of operations the grant-date fair value of stock options and other
equity based compensation issued to employees. The Company accounts for
non-employee share-based awards in accordance with ASC Topic 505-50.
Advertising
-----------
Advertising is expensed as incurred. For the nine months ended September 30,
2011 and 2010, the Company did not incur advertising expenses.
Research and Development
------------------------
Research and development costs are expensed as incurred. For the nine months
ended September 30, 2011 and 2010, the Company did not incur research and
development costs.
8
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)
Net Loss per Share of Common Stock
----------------------------------
Basic net loss per common share is computed by dividing net loss available to
common shareholders by the weighted average number of shares of common stock
outstanding during the period. Diluted net loss per common share is computed by
dividing net loss by the weighted average number of shares of common stock,
common stock equivalents and potentially dilutive securities outstanding during
each period. Potentially dilutive common shares consist of common shares
issuable upon the conversion of convertible promissory notes (using the
if-converted method). All potentially dilutive common shares were excluded from
the computation of diluted shares outstanding as they would have an
anti-dilutive impact on the Company's net losses and consisted of the following:
Nine Months ended
September 30,
----------------------------
2011 2010
------------- -------------
Convertible notes 97,746,000 146,619,367
------------- -------------
Total 97,746,000 146,619,367
============= =============
These common stock equivalents may be dilutive in the future. The Company's
authorized number of shares of common stock is limited to 100,000,000 common
shares and 97,962,131 were outstanding at September 30, 2011; only 2,037,869
additional shares are authorized for issuance as of September 30, 2011.
Recent Accounting Pronouncements
--------------------------------
Accounting standards that have been issued or proposed by FASB that do not
require adoption until a future date are not expected to have a material impact
on the financial statements upon adoption.
NOTE 2 - CONVERTIBLE PROMISSORY NOTES
Convertible Promissory Notes
----------------------------
During 2010, the Company entered into convertible promissory note agreements
with 4 individuals and one third party company for an aggregate amount of
$108,182. These convertible note are unsecured, bear interest at 9.0% per annum
and are payable on demand. The Holders shall have the right, exercisable at any
time from and after the date of issuance of these convertible promissory notes
until the respective note is fully paid, to convert the entire outstanding and
unpaid principal of these notes, in whole or in part, upon delivery of a notice
of conversion into the Company's common stock at the conversion price which
shall be the average of the lowest three trading prices for the Company's common
stock during the 20 trading day period ending one trading day prior to the
conversion date, subject to adjustment from time to time for stock splits, stock
dividends, combinations, capital reorganizations and similar events relating to
the Company's common stock. These arrangements represent a fixed monetary
conversion value of $108,182 based on the variable share quantity to be issued.
9
NOTE 2 - CONVERTIBLE PROMISSORY NOTES (continued)
Convertible Promissory Note and Related Consulting Agreement
------------------------------------------------------------
On January 1, 2010, the Company entered into a 24-month consulting agreement
(the "Consulting Agreement") with a Company (the "Consultant") for business
development services. In connection with the consulting agreement, the Company
agreed to pay the Consultant an aggregate of $80,000 which payment is evidenced
by a convertible promissory note (the "Convertible Note") in the amount of
$80,000. The Consulting Agreement terminated on December 31, 2011. The
convertible promissory note is unsecured and was due on the earlier of a) the
date the Company raises $80,000 in a private placement of its common stock or
entry into alternative loan agreements or b) January 1, 2012. This Convertible
Note shall not accrue any interest during the term of this Note, and until 5
business days have passed after the Maturity Date stated above. In the event
that this Convertible Note is not paid in full by the end of the fifth day
following the Maturity Date, the Convertible Note shall bear interest at the
rate of 15% per annum, which interest shall begin accruing after such fifth day
following the Maturity Date, until this Note is paid in full. Interest will be
computed on the basis of a 360-day year.
The Convertible Note (and any accrued and unpaid interest) shall be convertible
into shares of the Company's common stock from time to time, at the sole option
of the Payee until such Note is paid in full, upon 5 days written notice from
the Payee to the Company of the Payee's desire to convert the Convertible Note
into shares of common stock at the rate of one share of the Company's common
stock for each $0.001 owed to Payee pursuant to the Convertible Note. In
connection with this Consulting Agreement, the Company recorded a prepaid
expense of $80,000 which was amortized over the contract term. Accordingly, for
the nine months ended September 30, 2011 and 2010, the Company recorded
professional fees of $30,000 and $30,000, respectively. As of the date of this
report this loan was in default.
Pursuant to ASC 470-20 and related topics, the Company evaluated whether a
beneficial conversion feature exists by comparing the conversion price of the
Convertible Note with the fair value of the common stock at the commitment date.
In connection with the Convertible Note, the Company recorded a beneficial
conversion since the conversion price was less than the fair market value of the
common stock. The total beneficial conversion feature included in the $80,000
Convertible Note payable resulted in an initial debt discount of $80,000 to be
amortized over the term of the notes with a credit to additional paid-in
capital. For the nine months ended September 30, 2011 and 2010, the Company
recorded interest expense for the amortization of the debt discount of $30,000
and $30,000, respectively.
On April 15, 2010, the Company entered into a convertible promissory note
agreement with the above Consultant for $7,310. This convertible note is
unsecured, bears interest at 9.0% per annum and is payable on demand. The Holder
shall has the right, exercisable at any time from and after the date of issuance
of this convertible promissory note until the note is fully paid, to convert the
entire outstanding and unpaid principal of this note, in whole or in part, upon
delivery of a notice of conversion into the Company's common stock at the
conversion price which shall be the average of the lowest three (3) trading
prices for the Company's common stock during the 20 trading day period ending
one trading day prior to the conversion date, subject to adjustment from time to
time for stock splits, stock dividends, combinations, capital reorganizations
and similar events relating to the Company's common stock. This arrangement
represents a fixed monetary conversion value of $7,310 based on the variable
share quantity to be issued.
10
NOTE 2 - CONVERTIBLE PROMISSORY NOTES (continued)
At September 30, 2011 and December 31, 2010, convertible promissory notes
consisted of the following:
September December
30, 31,
------------------------
2011 2010
------------ ----------
Convertible notes $ 195,492 $ 195,492
Less: unamortized discount on (10,000) (40,000)
convertible note
------------ ----------
Convertible notes $ 185,492 $ 155,492
============ ==========
NOTE 3 - NOTES PAYABLE
On October 15, 2009, the Company entered into a note agreement with a third
party company for $63,360. The note is unsecured, bears interest at 8.0% and was
due on March 31, 2010. During the year ended December 31, 2009, the Company
converted principal of $26,546 into 42,000,000 shares of the Company's common
stock. At September 30, 2011 and December 31, 2010, the principal amount due
under this note amounted to $36,814 and $36,814, respectively. The note is
currently in default.
On December 8, 2009, the Company entered into a note agreement with an
individual for $27,080 which was made to convert accounts payable to a note. The
note is unsecured, bears interest at 8.0% and was due on March 31, 2010. At
September 30, 2011 and December 31, 2010, the principal amount due under this
note amounted to $27,080 and $27,080, respectively. The note is currently in
default.
NOTE 4 - RELATED PARTY TRANSACTIONS
Due to Related Parties
----------------------
The Company's chief executive officer, from time to time, provides advances to
the Company for working capital purposes. At December 31, 2009 the Company had a
payable to the chief executive officer of $1,720. This amount was paid in 2010
with no amounts due at September 30, 2011 and December 31, 2010. These advances
are short-term in nature, non-interest bearing and are included in due to
related parties on the accompanying balance sheets.
NOTE 5 - STOCKHOLDERS' DEFICIT
Common Stock
------------
At September 30, 2011 and December 31, 2010, there are not enough authorized
shares to cover the conversion of outstanding convertible promissory notes into
the Company's common stock. (see Note 2)
11
NOTE 6 - MATERIAL CONTRACT
On October 2, 2008, the Company entered into a 36-month consulting agreement
with a Company to provide management services to the Company. For services
rendered the Company agreed to pay the consultant $60,000 per year. For the nine
months ended September 30, 2011 and 2010, the Company recorded professional fees
of $45,000 and $45,000, respectively and payments made to this consultant
amounted to $0 and $27,732, respectively. At September 30, 2011 and December 31,
2001, amounts due to this consultant amounted to $119,794 and $74,794,
respectively, and are included in accounts payable.
NOTE 7 - SUBSEQUENT EVENTS
Convertible Promissory Notes
----------------------------
On December 9, 2011, the Company entered into a convertible promissory note
agreement with an individual for $12,000. This convertible note is unsecured,
bears interest at 9.0% per annum and is payable on demand. The Holder shall have
the right, exercisable at any time from and after the date of issuance of this
convertible promissory note until this note is fully paid, to convert the entire
outstanding and unpaid principal of this note, in whole or in part, upon
delivery of a notice of conversion into the Company's common stock at the
conversion price which shall be the average of the lowest three (3) trading
prices for the Company's common stock during the 20 trading day period ending
one trading day prior to the conversion date, subject to adjustment from time to
time for stock splits, stock dividends, combinations, capital reorganizations
and similar events relating to the Company's common stock. This arrangement
represents a fixed monetary conversion value of $12,000 based on the variable
share quantity to be issued.
On January 10, 2012, the Company entered into 3 convertible promissory note
agreements with 2 third party companies for an aggregate amount of $25,022.
These convertible notes are unsecured, bear interest at 9.0% per annum and are
payable on demand. The Holder shall have the right, exercisable at any time from
and after the date of issuance of these convertible promissory notes until the
notes are fully paid, to convert the entire outstanding and unpaid principal of
these note, in whole or in part, upon delivery of a notice of conversion into
the Company's common stock at the conversion price which shall be the average of
the lowest three (3) trading prices for the Company's common stock during the 20
trading day period ending one trading day prior to the conversion date, subject
to adjustment from time to time for stock splits, stock dividends, combinations,
capital reorganizations and similar events relating to the Company's common
stock. These arrangements represent a fixed monetary conversion value of $25,022
based on the variable share quantity to be issued.
Notes Payable
-------------
On February 24, 2012, an unrelated third party lent the Company $30,000. The
loan does not bear interest, is unsecured and in due on demand.
On May 7, 2012, an unrelated third party lent the Company $10,000. The loan does
not bear interest, is unsecured and in due on demand.
On June 28, 2012, an unrelated third party lent the Company $10,000. The loan
does not bear interest, is unsecured and in due on demand.
12
NOTE 7 - SUBSEQUENT EVENTS (continued)
On August 12, 2012, an unrelated third party lent the Company $6,000. The loan
does not bear interest, is unsecured and in due on demand.
Employment Agreement
--------------------
On January 4, 2012, the Company entered into an employment agreement with its
chief executive officer ("CEO"). The agreement is deemed to have begun on
October 8, 2008 and shall continue until terminated. This agreement shall
terminate at any time, with or without cause. The Company shall pay to CEO an
annual salary of $60,000. Pursuant to the agreement, the CEO shall have the
right exercisable at any time from and after the date of this employment
agreement until all accrued salary is fully paid, to convert the entire accrued
and unpaid salary, in whole or in part, upon delivery of a notice of conversion
into fully paid and non-assessable shares of the Company's common stock, at the
conversion price equal to the average of the lowest three (3) trading prices for
the Company's common stock during the 20 trading day period ending one trading
day prior to the conversion date, subject to adjustment from time to time for
stock splits, stock dividends, combinations, capital reorganizations and similar
events relating to the Company's common stock. This arrangement represents a
fixed monetary conversion value based on the variable share quantity to be
issued.
13
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation
The Company has been inactive for the past several years. The Company has
no means to generate any revenue. The Company is pursuing business
opportunities, including merger opportunities with other businesses which may
result in a reverse-take-over of the Company. However, there is no guarantee
that the Company will be successful in these endeavors.
Item 4. Controls and Procedures.
(a) The Company maintains a system of controls and procedures designed to
ensure that information required to be disclosed in reports filed or submitted
under the Securities Exchange Act of 1934, as amended ("1934 Act"), is recorded,
processed, summarized and reported, within time periods specified in the SEC's
rules and forms and to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the 1934 Act, is
accumulated and communicated to the Company's management, including its
Principal Executive and Financial Officers, as appropriate to allow timely
decisions regarding required disclosure. As of September 30, 2011, the Company's
Principal Executive and Financial Officers evaluated the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, the Principal Executive and Financial Officers concluded
that the Company's disclosure controls and procedures were effective.
(b) Changes in Internal Controls. There were no changes in the Company's
internal control over financial reporting during the quarter ended September 30,
2011, that materially affected, or are reasonably likely to materially affect,
its internal control over financial reporting.
PART II
Item 6. Exhibits
Exhibits
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act.
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WHITEMARK HOMES, INC.
September 5, 2012 By: /s/ Barry Reese
----------------------------
Barry Reese, President and
Principal Executive and Financial
Officer
15