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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
 
  x  
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
For the fiscal year ended December 31, 2011
     
  o  
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
For the transition period from              to             
 
Commission file number:   0-32501
 
Whitemark Homes, Inc.
(Exact name of registrant as specified in its charter)
 
Colorado
 
25-1302097
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
7350 So. Tamiami Trail, Suite 64
Sarasota, FL
 
34231
(Address of principal executive offices)
 
(Zip Code)
 
(941) 952-5885
Registrant's telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act:

Common Stock
Title of Class

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o  No x
 
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes o  No x
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x  No  o

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

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

 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes x   No  o
 
The aggregate market value of the Common Stock of Whitemark Homes, Inc. held by non-affiliates as of the last business day of the registrant's most recently completed second fiscal quarter June 30, 2011: (72,267,153 shares) based on the closing price of the common stock of $0.0017 was $122,854.

As of February 21, 2012 there were 97,962,131 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  None.
 
 
 
 

 
EXPLANATORY NOTE

Whitemark Homes, Inc. is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Securities and Exchange Commission on May 9, 2012 (the “Form 10-K”), for the sole purpose to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
 
No other changes have been made to the Form 10-K. This Form 10-K/A speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the Form 10-K.
 
Pursuant to Rule 406T of Regulation S–T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 
 
 
 

 
 
ITEM 15.    EXHIBITS
 
   
 Reference


Exhibit
 Number
 
Description
  Reference
3.i.1
 
Articles of Incorporation
 
(1)
3.i.2
 
Articles of Amendment  dated May 3, 1999
 
(1)
3.i.3
 
Articles of Amendment dated March 29, 2010
 
(2)
3(ii)
 
By-Laws
 
(3)
10.1
 
Reese Employment Agreement
 
(3)
31.1
 
Section 302 Certification - Chief Executive Officer / Chief Financial Officer
 
(3)
32.1
 
Section 1350 Certification - Chief Financial Officer
 
(3)
101   Interactive Data Files   *

(1)
Incorporated by Reference from Form 10-SB filed December 1, 2000
(2)
Incorporated by Reference from Form 8-K filed on April 4, 2010
(3)
Incorporated by Reference from Form 10--K filed May 9, 2012
*
Filed Herewith
 

 
 

 
 
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.
 
 
Whitemark Homes, Inc.
 
       
Date:  November 9, 2012
By:
/s/ Barry Reese  
    President / Chief Executive Officer / Chief Financial Officer
(Principal Executive Officer, Principal Financial and Accounting Officer)
 
       
       
 

        In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated, who constitute the entire board of directors:
 
   
     
By:
/s/ Barry Reese  
Name: Barry Reese  
Title:
Principal Executive Officer, Principal Financial and Accounting Officer and Director
 
Date: November 9, 2012