UNITED STATES

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

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.

       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.

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.

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.

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

       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.

       ● 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.

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.

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.

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.

       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.

The operations and future success of our company is dependent upon the continued efforts and services of Mr. Mathew
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. Jenning’s services on a timely fashion, if at al. We would
then be unable to continue our operations as presently conducted nor would we be able to effectively implement our business
model.

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.

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 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.

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.

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.

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.

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.

Since April 7, 2005 in January 2008 this was changed to WSMO.OB our common stock is quoted on the OTCBB under
the symbol SMEG.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	Low
Fiscal 2006

January 1, 2006 through March 31, 2006	$0.75	$0.13
April 7, 2006 through June 30, 2006	$0.30	$0.30
July 1, 2006 through September 30, 2006	$0.37	$0.10
October 1, 2006 through December 31, 2006	$0.20	$0.03

Fiscal 2007

January 1, 2007 through March 31, 2007	$2.75	$0.85
March 1, 2007 through June 30, 2007	$4.00	$0.80
June 30, 2007 through September 30, 2007	$7.00	$0.10
October 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.

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.

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.

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.

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.

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

Our management has concluded its evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this annual report. Disclosure controls and procedures are controls
and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Securities
Exchange Act, such as this annual report, is recorded, processed, summarized and reported within the time periods described by
SEC rules and regulations, and to reasonably assure that such information is accumulated and communicated to our management,
including the Chief Executive Officer and acting Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.

Our management, including the Chief Executive Officer and acting Chief Financial Officer, does not expect that our
disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the
design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. 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.

As of the evaluation date, our Chief Executive Officer and its acting Chief Financial Officer concluded that we
maintain disclosure controls and procedures that are effective in providing reasonable assurance that information required to be
disclosed in our reports under the Securities Exchange Act is recorded, processed, summarized and reported within the time
periods prescribed by SEC rules and regulations, and that such information is accumulated and communicated to our
management, including its Chief Executive Officer and its acting Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.

There was no change in our internal control over financial reporting identified in connection with the evaluation that
occurred during its last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

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.

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. 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

       ● 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.

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.

       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.

       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;

       ● 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.

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

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

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.

       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.

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.

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

ASSETS
	2007		2006
Current assets:
Cash	$	849	$	60,965
Accounts receivable	50,000		39
Receivable from escrow agent	400,000		9,226
Inventory	-		-
Prepaid expenses	6,228		4,933
Deferred financing costs	-		-

Total current assets	457,077		75,163

Equipment and furniture:
Office furniture and computers	66,085		68,059
Accumulated depreciation	(58,585)		(49,351)

Total equipment and furniture	7,500		18,708

Deposits	5,816		7,316

Total assets	$	470,393	$	101,187

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	83,246	$	15,544
Accrued expenses - related party	83,865		44,858
Taxes payable	10,170		10,239
Note payable	-		-
Capital lease obligation - current portion	-		-

Total current liabilities	177,281		70,641

Total liabilities	177,281		70,641

Commitments	-		-

Shareholders’ equity:
Preferred stock (par value $0.01) 25,000,000 shares authorized; 0
shares issued and outstanding at December 31, 2007 and 2006,
respectively
Common 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		5,818
Additional paid in capital	4,668,742		3,875,819
Accumulated deficit	(4,453,928)		(3,851,091)

Total shareholders’ equity (deficit)	293,112		30,546

Total liabilities and shareholders’ equity	$	470,393	$	101,187


The accompanying notes are an integral part of these financial statements

	2007		2006

Sales	$	32,300	$	14,423
Cost of sales	(31,733)		(18,061)

Gross (loss) profit	567		(3,638)

Revenue from royalties	-		3,189

Total net revenues	567		(449)

Professional fees	320,233		841,807
Compensation	116,289		1,125,249
Rent	75,905		67,879
Accounting fees	42,160		73,249
Office	35,566		54,454
Insurance	22,663		47,453
Advertising, marketing and promotion	7,344		47,258
Depreciation	9,444		9,407
Travel	-		13,100
Penalty Shares Expense	-		434,624

Total expenses	629,604		2,714,480

Operating 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	-		44,245
Interest expense	-		-
Interest income	-		20,604

Total other income (expense)	27,000		64,849

Loss 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		634,768

Weighted average number of shares outstanding - diluted	1,157,871		634,768


The accompanying notes are an integral part of these financial statements

	PREFERRED STOCK		COMMON STOCK
		PAR		PAR
	NUMBER	VALUE	NUMBER	VALUE
	OF	$0.01 PER	OF	$0.01 PER	PAID IN	ACCUMULATED
	SHARES	SHARE	SHARES	SHARE	CAPITAL	DEFICIT	TOTAL


Balance at December 31, 2005 (restated)	-	$ -	461,336	$ 4,613	$ 2,348,487	$(1,099,724)	1,253,376

Common shares issued for cash	-	-	43,500	435	434,565	-	435,000

Common shares issued for services provided	-	-	55,625	556	399,944	-	400,500

Common shares issued for penalty common shares	-	-	21,400	214	117,166	-	117,380

Penalty Warrants issued					317,244	-	317,244

Stock options issued as compensation	-	-	-	-	258,413	-	258,413

Net Loss						(2,751,367)	(2,751,367)

Balance at December 31, 2006			581,861	$ 5,818	$ 3,875,819	$(3,851,091)	$ 30,546

	PREFERRED STOCK		COMMON STOCK
		PAR		PAR
	NUMBER	VALUE	NUMBER	VALUE
	OF	$0.01 PER	OF	$0.01 PER	PAID IN	ACCUMULATED
	SHARES	SHARE	SHARES	SHARE	CAPITAL	DEFICIT	TOTAL

Balance at December 31, 2006	-	$ -	581,861	$ 5,818	$ 3,875,819	$(3,851,091)	$ 30,546

Common shares issued for services provided	-	-	121,167	1,212	279,972	-	281,184

Common shares issued as compensation	-	-	11,250	113	14,387	-	14,500

Common shares issued for payment of debt	-	-	108,098	1,080	118,639	-	119,719

Common shares issued for cash	-	-	7,007,512	70,075	379,925	-	450,000

Net Loss	-	-	-	-	-	(602,837)	(602,837)

Balance at December 31, 2007 .	-	-	7,829,888	$ 78,298	$ 4,668,742	$(4,453,928)	$ 293,112


See accompanying notes to consolidated financial statements.

	2007		2006

Cash flows from operating activities:
Net loss	$	(602,837)	$	(2,751,367)
Adjustments to reconcile net (loss) to net cash:
Depreciation and amortization	9,234		9,617
Shares issued for compensation and services, net	281,184		400,500
Stock issued for compensation	14,500		258,413
Shares issued for payment of debt	119,719
Penalty shares and warrants	-		434,624
Gain on reduction of stock price guarantee	-		-
Gain on forgiveness of debt	-		(44,245)
(Increase) decease in operating assets:
Accounts receivable	(49,961)		7,450
Inventory	9,226		12,884
Prepaid expenses	(1,295)		543,797
Deferred 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)		880

Net 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		435,000

Net cash provided by (used in) financing activities	50,000		212,836

Cash 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		1,019,259

Cash, end of period	$	849	60,965

SUPPLEMENTAL INFORMATION ON NON-CASH INVESTING AND FINANCING ACTIVITIES:

Stock issued for services	$	18,184	$		400,500

Stock issued for future services	$	-	-

Penalty Stock and Warrants issued	$	-	$		434,624

Stock options issued for compensation	$	14,500	$		258,413

Stock issued for payment of debt	$	119,719	$		258,413

SUPPLEMENTAL 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

   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.

       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.

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 subsidiary to investors for $400,000.
The receivable of $400,000 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.

       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.

2. 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.

3. 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.

4. 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:

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)

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.

5. 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.

       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.

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.

6. INCOME TAXES

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

       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 acquisition s 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

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

	2006		2007
Current:

Federal	$	-	$	-
State	(1,600)		(800)

	(1,600)		(800)

Deferred:

Federal	939,000		205,000
State	160,000		53,000

Total (provision) benefit before
valuation allowance	1,095,000		258,000

Change in valuation allowance	(1,095,000)		258,000

Total provision	$	(600)	$	(800)

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

7. 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.

8. 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.

9. COMMITMENTS AND CONTINGENCIES

       NONE

10. 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.

RULE 13A-14(A)/15D-14(A) CERTIFICATION

       I, Matthew Jennings, certify that:

       I have reviewed this annual report on Form 10-KSB for the year ended December 31, 2007 of Westmoore Holdings,
Inc.;

       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances made, not misleading with respect to the period covered
by this annual report;

       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the
periods presented in this report;

       The small business issuer’s other certifying officer(s) and I are responsible for establishing for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the small business issuer, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared;

       Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this
report our conclusions after the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and

       Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred
during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control
over financial reporting.

5. The small business issuers other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business
issuer’s board of directors (or persons performing the equivalent functions):

       a. All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process,
summarize and report financial information; and

       b. Any fraud, whether or not material, that involves management or other employees who have a significant role
in the small business issuer’s internal control over financial reporting.

RULE 13A-14(A)/15D-14(A) CERTIFICATION

       I, Matthew Jennings, certify that:

       I have reviewed this annual report on Form 10-KSB for the year ended December 31, 2007 of Westmoore Holdings,
Inc.;

       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances made, not misleading with respect to the period covered
by this annual report;

       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the
periods presented in this report;

       The small business issuer’s other certifying officer(s) and I are responsible for establishing for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the small business issuer, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being
prepared;

       Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this
report our conclusions after the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and

       Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred
during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control
over financial reporting.

       The small business issuers other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business
issuer’s board of directors (or persons performing the equivalent functions):

       All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and
report financial information; and

       Any fraud, whether or not material, that involves management or other employees who have a significant role in the
small business issuer’s internal control over financial reporting.

       In connection with the Annual Report of Starmed Group, Inc. (the "Company") on Form 10-KSB for the year ended
December 31, 2006 as filed with the Securities and Exchange Commission (the "Report"), I, Matthew Jennings, CEO of the
Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to SS. 906 of the Sarbanes-Oxley Act of 2002, that:

       The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

       The information contained in the Report fairly presents, in all material respects, the financial condition and result of
operations of the Company.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging,
or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been
provided to the company and will be retained by the company and furnished to the Securities and Exchange Commission or its
staff upon request.

(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 _______

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

Title of each class	Name of each exchange on which Registered
None	not applicable
------	-----------------
(Title of each class)

NAME OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP	PERCENT OF CLASS
Westmoore 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%

EXHIBIT NO.	DESCRIPTION
1.0	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.*

NAME	AGE	POSITIONS
Matthew R. Jennings	38	President, Chief Executive, Officer, Director
Robert L. Jennings, II	39	Treasurer, Director
Shawn P. Crawford	38	Secretary

March 31, 2008	Westmoore Holdings, Inc.

By:	/s/ Matthew Jennings
	-----------------------
	Matthew Jennings
	Chief Executive Officer,
	President, and Director

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

	DECEMBER 31, 2007	DECEMBER 31, 2006

Office furniture and computers	$ 66,085	$ 68,059
Less: accumulated depreciation	(58,585)	(49,351)

	$ 7,500	$ 18,708

	DECEMBER 31, 2007	DECEMBER 31, 2006

Federal statutory tax	(34.00%)	(34.00%)
State taxes, net of federal tax	(5.83%)	(5.83%)
Valuation allowance	39.83%	39.83%

	-	-

	2006		2007
Deferred income tax assets:
Net operating loss carry forward	$	1,688,000	$	1,939,000

	1,688,000		1,939,000

Deferred income tax asset, net before valuation
allowance	1,688,000		1,939,000

Less: valuation allowance	(1,688,000)		(1,939,000)

Deferred income tax asset, net	$	-	$	-

April 2, 2008	By: /s/ Matthew Jennings
	-------------------------------
	Matthew Jennings, CEO, President, Director

April 2, 2008	/s/ Matthew Jennings
	-------------------------
	Matthew Jennings, CEO, President,
	Acting Chief Financial Officer,
	principal executive officer and
	principal financial and
	accounting officer