Unassociated Document

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the last 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 x Yes o No

Part I: Financial Information		Page

Item 1:	Financial Statements (Unaudited)	3

Item 2:	Management's Discussion and Analysis or Plan of Operation	8

Item 3:	Controls and Procedures	10

Part II: Other information

Item 1:	Legal Proceedings	10

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	10

Item 3:	Defaults Upon Senior Securities	10

Item 4:	Submission of Matters to a Vote of Security Holders	11

Item 5:	Other Information.	11

Item 6:	Exhibits	11

Signatures		12

		June 30, 2008			December 31, 2007
		(unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	444		$	2,025
Total Current Assets		444			2,025
TOTAL ASSETS	$	444		$	2,025
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Advances payable-related party	$	25,372		$	3,872
Accounts payable and accrued
expenses		42,520			38,600
Total Current Liabilities		67,892			42,472
STOCKHOLDERS' EQUITY
(DEFICIT)
Common stock - $0.001 par
value; 100,000,000
shares authorized;
21,331,079
shares issued and
outstanding		21,332			21,332
Additional paid-in capital		24,110,446			24,110,446
Accumulated deficit		(24,199,226	)		(24,172,225	)
Total Stockholders' Equity
(Deficit)		(67,448	)		(40,447	)
TOTAL LIABILITIES AND
STOCKHOLDERS'
EQUITY (DEFICIT)	$	444		$	2,025

		For the Three Months Ended June 30, 2008			For the Three Months Ended June 30, 2007			For the Six Months Ended June 30, 2008			For the Six Months Ended June 30, 2007			From Inception of Development Stage on October 1, 2007 through June 30, 2008

REVENUES	$	-		$	-		$	-		$	-		$	-
COST OF REVENUES		-			-			-			-			-
GROSS MARGIN		-			-			-			-			-

OPERATING EXPENSES
Sales, general and administrative		14,855			-			27,001			-			68,144
Total Operating Expenses		14,855			-			27,001			-			68,144

INCOME FROM OPERATIONS		(14,855	)		-			(27,001	)		-			(68,144	)
OTHER INCOME (EXPENSE)
Other income (expense)		-			-			-			-			-
Interest expense		-			-			-			-			-
Total Other Income (Expense)		-			-			-			-			-

LOSS FROM CONTINUING OPERATIONS		(14,855	)		-			(27,001	)		-			(68,144	)
INCOME (LOSS) FROM
DISCONTINUED OPERATIONS		-			(198,047	)		-			(271,045	)		-
NET (LOSS)	$	(14,855	)	$	(198,047	)	$	(27,001	)	$	(271,045	)	$	(68,144	)
BASIC INCOME (LOSS) PER SHARE	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)
BASIC WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING		21,331,079			21,330,481			21,331,079			21,376,411

	Common Stock
	Shares			Amount			Additional Paid-In Capital		Accumulated Deficit			Total Stockholders' Equity (Deficit)

Balances at December 31, 2005	21,657,467		$	21,657		$	24,106,069	$	(22,681,345	)	$	1,446,381

Stock issued under dividend	12,128			12			2,178		-			2,190
reinvestment program
Dividends payable	-			-			-		(1,492,361	)		(1,492,361	)
Net income for the year
ended December 31, 2006	-			-			-		1,060,591			1,060,591

Balance, December 31, 2006	21,669,595			21,669			24,108,247		(23,113,115	)		1,016,801
Stock cancelled pursuant to
lawsuit settlement	(350,000	)		(350	)		350		-			-
Stock issued under dividend	11,484			13			1,849		-			1,862
reinvestment program
Net loss for the year
ended December 31, 2007	-			-			-		(1,059,110	)		(1,059,110	)
Balance, December 31, 2007	21,331,079			21,332			24,110,446		(24,172,225	)		(40,447	)
Net loss for the six months
ended June 30, 2008	-			-			-		(27,001	)		(27,001	)
Balance, June 30, 2008	21,331,079		$	21,332		$	24,110,446	$	(24,199,226	)	$	(67,448	)

(A Development Stage Company)

Statements of Cash Flows

(unaudited)

		For the Six Months Ended June 30,			For the Six Months Ended June 30,			From Inception of Development Stage on October 1, 2007 through June 30
		2008			2007			2008
CASH FLOWS FROM
OPERATING ACTIVITIES
Net income (loss)	$	(27,001	)	$	(271,045	)	$	(68,144	)
Adjustments to reconcile net income
(loss) to net cash provided for (used by)
operating activities:
Discontinued operations		-			(19,640	)		-
Changes in operating assets and liabilities:
Accounts payable and accrued
expenses		3,920			-			42,520
Net Cash Provided (Used) by
Operating Activities		(23,081	)		(290,685	)		(25,624	)
CASH FLOWS FROM
FINANCING ACTIVITIES
Discontinued operations		-			(2,091,081	)		-
Proceeds from advances payable-related
party		21,500			-			25,372
Proceeds from stock issuance		-			1,447			-
Net Cash Provided by
Financing Activities		21,500			(2,089,634	)		25,372
NET INCREASE(DECREASE) IN CASH		(1,581	)		(2,380,319	)		(252	)
CASH AT BEGINNING OF PERIOD		2,025			2,542,475			696
CASH AT END OF PERIOD	$	444		$	162,156		$	444
SUPPLEMENTAL DISCLOSURES:
Cash Paid For:
Income Taxes	$	-		$	85,361		$	-
Interest	$	-		$	-		$	-

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at June 30, 2008 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2007 audited financial statements. The results of operations for the period ended June 30, 2008 are not necessarily indicative of the operating results for the full years.

The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has had no revenues and has generated losses from operations.

In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resources and to develop a consistent source of revenues. Management’s plans include merging with or acquiring an existing operating company.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

This Form 10-Q contains “forward-looking statements” relating to Whitemark Homes, Inc. which represent the Company’s current expectations or beliefs including, but not limited to, statements concerning the Company’s operations, performance, financial condition and growth. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as “may”, “anticipation”, “intend”, “could”, “estimate”, or “continue” or the negative or other comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management and key personnel, variability of quarterly results, certain of which are beyond the Company’s control. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made, and Whitemark undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

The Company was involved in the sale of single-family conventional homes, in the Orlando, Florida area. The Company had experienced significant difficulty in obtaining financing for projects, acquisitions and construction. The lenders which did provide financing, usually required the personal guarantee of the Company’s former President, Larry White. Mr. White resigned from the Company on July 27, 2005. William Rigsby was appointed the new President on July 27, 2005. Mr. Rigsby informed the Company at that time he would not provide any personal guarantees to the Company’s lenders.

Effective August 22, 2007, the Board of Directors of the Company appointed Barry Reese as a director of the Company. In addition, effective August 22, 2007, the Board of Directors appointed Mr. Douglas Kanter as President of the Company. On August 22, 2007, William Rigsby and Scott Clark resigned as officers and directors of the Company. On September 12, 2007, the Board of Directors appointed Douglas Kanter and Tom Thomas to serve as directors of the Company.

The Company currently has no business operations and is seeking a merger with an existing operating company. On January, 28, 2008, Whitemark Homes, Inc signed a letter of intent to acquire Metiscan Holdings, Inc. a holding company that operates through its wholly owned subsidiary Metiscan Technologies, Inc. headquartered in Dallas, TX. Metiscan Technologies is a national provider of products and services that streamline the management and operations support of diagnostic imaging facilities, radiology groups, in-office imaging departments, small hospitals, and physician practices. This non-binding letter of intent outlines that Metiscan Technologies would be the operating business of Whitemark Homes going forward. Although preliminary terms have been agreed to, the companies are still in the process of negotiating the definitive agreement and there is no assurance that these negotiations will result in a completed transaction.

Cash flow from operations for the six months ended June 30, 2008 was a negative amount of approximately $23,000. The cash flow from financing activities, was a positive amount of approximately $21,500 which was a result of the loans from the controlling shareholder. As of June 30, 2008, the Company had outstanding borrowings of approximately $25,372. This is an increase of approximately $21,500 from December 31, 2007.

The Company historically financed its projects with project specific acquisition, development and construction loans. These loans were secured by each project and were drawn down and repaid based on the progress of the project. The Company was unable to secure financing to acquire new parcels of land for development and has discontinued its home building operations. As a result, the Company has completed the final project. The Company now either looks to be acquired or acquire an operating company.

As of June 30, 2008, the Company had cash on hand of approximately $444. This amount is not sufficient to meet its minimal operating expenses for the next twelve months. The Company expects to continue to borrow funds from its principle shareholder for the foreseeable future

General and administrative expenses for the quarter ended June 30, 2008 were $14,855. For the three months ended June 30, 2007 all of the Company’s operations were discontinued. General and administrative expenses were primarily legal, accounting, and other expenses incurred to maintain the Company’s filings with the SEC.

General and administrative expenses for the six months ended June 30, 2008 were $27,001. For the six months ended June 30, 2007 all of the Company’s operations were discontinued. General and administrative expenses were primarily legal, accounting, and other expenses incurred to maintain the Company’s filings with the SEC.

We have established disclosure controls and procedures to ensure that material information relating to the Company and its consolidated subsidiaries is made known to officers who certify the Company’s financial reports, as well as other members of senior management and the Board of Directors, to allow timely decisions regarding required disclosures. As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Acting Chief Financial Officer (one individual), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the Securities and Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Acting Chief Financial Officer (one individual) concluded that the Company’s disclosure controls and procedures were not effective. Due to the fact the Company has no operating business and no revenue, the Company has not taken any remedial actions.

Our management, including our Chief Executive Officer and Acting Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are 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, within the Company have been detected.

There have not been changes in the Company’s internal control over financial reporting during the second quarter of 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

On January 7, 2008, the Company filed a Current Report on 8-K announcing that effective October 31, 2007, Tedder, James, Worden & Associates, P.A. resigned as the Company’s independent registered public accounting firm and that on November 19, 2007, the Company engaged Moore & Associates, Chartered as its independent registered public accounting firm.

3.1	Articles of Incorporation (amended) filed as a part of Form 10-Q/A on November 30, 2000 (incorporated by reference)

3.2	By-Laws previously filed with the SEC (incorporated by reference)

10.1	Agreement for Exchange of Corporate Stock previously filed as a part of the Form 8-K on November 23, 2001 (incorporated by reference)

10.2	Global Settlement Agreement (filed as a part of Form 8-K on April 29, 2003 (incorporated by reference)

10.3	As previously filed in the Company’s 10Q SB for the period ended June 30, 2007

21.1	Subsidiaries of registrant (filed with 2002 Form 10-KSB, incorporated by reference)

31.1	Certification by Chief Executive Officer and Acting Principal Financial Officer (one individual) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification by Chief Executive Officer and Acting Principal Financial Officer (one individual) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


	WHITEMARK HOMES, INC.

Date: July 14, 2008

	By:	/s/ Douglas Kanter
		Douglas Kanter
		Chief Executive Officer, President, and Acting Chief Financial Officer