Cmark International Inc - Securities Registration Statement (S-1/A)

Share Name	Share Symbol	Market	Type
Cmark International Inc (CE)	USOTC:CMIT	OTCMarkets	Common Stock

As filed with the U.S. Securities and Exchange Commission on August 5, 2008

Registration No. 333- 147941

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 2

FORM SB-2 ON FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CMARK INTERNATIONAL, INC.

(Name of Registrant in Our Charter)

South Carolina		56-2200701
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

		Charles W. Jones, Jr.
9570 Two Notch Road, Suite 4		9570 Two Notch Road, Suite 4
Columbia, South Carolina 29223		Columbia, South Carolina 29223
(803) 699-4940	1545	(803) 699-4940
(Address and telephone number of Principal Executive Offices and Principal Place of Business)	(Primary Standard Industrial Classification Code Number)	(Name, address and telephone number of agent for service)

	With copies to: Clayton E. Parker, Esq. Matthew Ogurick, Esq. K & L Gates LLP 20 0 S. Biscayne Boulevard, Suite 39 00 Miami, Florida 33131 Telephone: (305) 539-3300 Facsimile: (305) 358-7095

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, as amended, check the following box and list the Securities Act of 1933, as amended registration statement number of the earlier effective registration statement for the same offering: o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: o

CALCULATION OF REGISTRATION FEE

Proposed Maximum
Title Of Each Class Of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Share (1)	Aggregate Offering Price (1)	Amount Of Registration Fee (2)
Common Stock, par value $0.0001 per share	5,119,160 shares	$0.08	$409,532.80	$16.09
TOTAL:	5,119,160 shares	$0.08	$409,532.80	$16.09


(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933. For the purposes of this table, we have used the average of the closing bid and asked prices as of July 31 , 2008 .
(2) This fee has been previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTU S

CMARK INTERNATIONAL, INC.

5,119,160 shares of Common Stock

This prospectus (this “ Prospectus ”) relates to the sale of up to 5,119,160 shares of the common stock, par value $0.0001 per share (“ Common Stock” ) , of CMARK International, Inc. (referred to individually as “ CMARK ” or, collectively with all of its subsidiaries (if any) as the “ Company ” or “ we” , “ us” , or “ our” ), of which (a) Five Hundred Thousand (500,000) shares may be sold by Knightsbridge Capital, a stockholder of the Company (“ Knightsbridge” ) , which shares have been issued by the Company pursuant to that certain Consulting Agreement, dated November 27, 2006 and as amended on February 20, 2007, by and between the Company and Knightsbridge (the “ Consulting Agreement” ) on or about March 5, 2007 and (b) Four Million Six Hundred Nineteen Thousand One Hundred Sixty (4,619,160) shares which may be issued to Trafalgar Capital Specialized Investment Fund, Luxembourg (“ Trafalgar” ), a stockholder of CMARK, underlying the following warrants (collectively, the “ Trafalgar Warrants” ):

500,000 shares of Common Stock underlying a five (5) year common stock purchase warrant issued by the Company to Trafalgar on or about February 28, 2007 for Five Hundred Thousand (500,000) shares of our Common Stock at an exercise price of $0.0001 per share (the “ 500,000 Warrant” );

1,500,000 shares of Common Stock underlying a five (5) year common stock purchase warrant issued by the Company to Trafalgar on July 13, 2007 for One Million Five Hundred Thousand (1,500,000) shares of our Common Stock with an exercise price of $0.001 per share (the “ 1,500,000 Warrant” );

1,500,000 shares of Common Stock underlying a five (5) year common stock purchase warrant issued by the Company to Trafalgar on or about October 18, 2007 for One Million Five Hundred Thousand (1,500,000) shares of our Common Stock at an exercise price equal to $0.001 per share (the “ October II Warrant B” ).

Please refer to Selling Stockholders beginning on page 22.

The Company is not selling any shares of Common Stock in this offering and therefore will not receive any proceeds from this offering. All costs associated with this registration will be borne by CMARK.

Currently, there is no market for our shares of Common Stock. The Selling Stockholders will sell shares of Common Stock at a fixed price (which is quantified in this Prospectus), until our Common Stock is quoted on the OTC Bulletin Board and thereafter at the prevailing market prices or privately negotiated prices.

Brokers or dealers effecting transactions in these shares should confirm that the shares are registered under the applicable state law or that an exemption from registration is available.

These securities are speculative and involve a high degree of risk.

Please refer to Risk Factors beginning on page 6 .

The information in this Prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the Registration Statement filed with the SEC is effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

No underwriters or persons have been engaged to facilitate the sale of shares of our Common Stock in this offering. None of the proceeds from the sale of stock by the selling stockholders will be placed in escrow, trust or any similar account.

The SEC and state securities regulators have not approved or disapproved of these securities, or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is _______________ __, 2008.

TABLE OF CONTENTS

	Page

PROSPECTUS	1

PROSPECTUS SUMMARY	2

SUMMARY FINANCIAL INFORMATION	4

RISK FACTORS	6

FORWARD-LOOKING STATEMENTS	11

DESCRIPTION OF BUSINESS	12

THE SELLING STOCKHOLDERS	22

USE OF PROCEEDS	34

PLAN OF DISTRIBUTION	35

DILUTION	36

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	37

MANAGEMENT	54

PRINCIPAL STOCKHOLDERS	56

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER STOCKHOLDER MATTERS	58

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	62

DESCRIPTION OF CAPITAL STOCK	63

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	65

LEGAL MATTERS	66

AVAILABLE INFORMATION	66

INDEX OF FINANCIAL STATEMENTS	F-i

PART II INFORMATION NOT REQUIRED IN PROSPECTUS	II-1

SIGNATURES	II-10

PROSPECTUS SUMMARY

The following is only a summary of the information, Financial Statements and the Notes thereto included in this Prospectus. You should read the entire Prospectus carefully, including Risk Factors and our Financial Statements and the Notes thereto before making any investment decision.

Our Company

CMARK International, Inc. (formerly known as Commercial Marketing Corp.) is a Service-Disabled Veteran-Owned Small Business (SDVOSB) founded in 2000 by our President and Chief Executive Officer Mr. Charles W. Jones, Jr., a former habitability officer in the U.S. Navy and a Service-Disabled Veteran. CMARKs original business operation provided to the Federal government interior systems products and services, specifically the redesign and refurbishing of U.S. Navy craft.

Over the years, CMARK developed relationships with strategic partners across industries, including the U.S. Government Department of Defense (DOD), non-DOD agencies and U.S. Government prime contractors. Through the development of these relationships and focused business expansion, the Company's business has grown to include hospitality operations and construction-related products and services.

Today, CMARK provides a wide array of services and products in the areas of construction, interior systems, and hospitality operations primarily to the U.S. Federal government and U.S. Federal government prime contractors . CMARK combines an extensive product line and dedicated serving capabilities with worldwide application knowledge of most types of military bases, hospitals, prisons, schools, office buildings, embassies and military vessels to provide products and services in the following areas: Products: (a) food service equipment, (b) building and interior systems and (c) industrial consumables; Services: (i) food and hospitality operations, (ii) construction and design systems and (iii) equipment maintenance services.

Through our six (6) U.S. and two (2) international offices, we provide one-stop, full service solutions through well-established customer relationships. Since our inception, we have provided goods and services to more than six hundred (600) governmental customers around the world.

CMARK became a publicly traded company in June 2006 and currently trades on the Pink Sheets under the symbol CMKI.

The Offering

This offering relates to the sale of up to 5,119,160 shares of our common stock, par value $0.0001 per share ( “ Common Stock” ), of which (a) Five Hundred Thousand (500,000) shares may be sold by Knightsbridge, a stockholder of the Company, which shares have been issued on March 5, 2007 by the Company pursuant to that certain Consulting Agreement, dated November 27, 2006 and as amended on February 20, 2007, by and between the Company and Knightsbridge (the “ Consulting Agreement” ) and (b) Four Million Six Hundred Nineteen Thousand One Hundred Sixty (4,619,160) shares which may be issued to Trafalgar, a stockholder of CMARK, underlying the following Trafalgar Warrants:

1,119,160 shares of Common Stock underlying a five (5) year common stock purchase warrant issued by the Company to Trafalgar on or about October 2, 2007 for that number of shares equal to seven and one half percent (7.5%) of the issued and outstanding shares of our Common Stock on the date of exercise (or 6,785,250 shares) at an exercise price of $0.001 per share (the “ October Warrant” ); and 1,500,000 shares of Common Stock underlying a five (5) year common stock purchase warrant issued by the Company to Trafalgar on or about October 18, 2007 for One Million Five Hundred Thousand (1,500,000) shares of our Common Stock at an exercise price equal to $0.001 per share (the “ October II Warrant B” ).

PROSPECTUS SUMMARY - continued

The Offering - continued

The Trafalgar Warrants were issued to persons located outside the United States who were not U.S. persons as such term is defined in Regulation S promulgated under the Securities Act, in reliance upon the exclusion from registration available under Regulation S.

Common Stock Offered	5,119,160 shares by the selling Stockholders
Offering Price	Currently, there is no market for our shares of Common Stock. The Selling Stockholders will sell shares of Common Stock at a fixed price (which is quantified in this Prospectus), until our Common Stock is quoted on the OTC Bulletin Board and thereafter at the prevailing market prices or privately negotiated prices.
Common Stock Currently Outstanding	96,951,155 shares of Common Stock as of July 22, 2008.
Use of Proceeds	We will not receive any proceeds of the shares offered by the Selling Stockholders. See Use of Proceeds.
Risk Factors	The securities offered hereby involve a high degree of risk. See Risk Factors.
Pink Sheets Symbol	CMKI .PK

About Us

Our principal executive offices are located at 9470 Two Notch Road, Suite 4, Columbia, South Carolina 29223. Our telephone number is (803) 699-4940. Our website can be accessed at http://www.cmark.org .

SUMMARY FINANCIAL INFORMATION

The following summary financial data should be read in conjunction with Managements Discussion and Analysis or Plan of Operation and the Financial Statements and Notes thereto included elsewhere in this Prospectus. The statement of operations and balance sheet data at December 31, 2007 are derived from our audited financial statements and the unaudited statement of operations and balance sheet data at March 31, 2008 were derived from our unaudited financial statements. Please refer to the Section entitled Financial Statements herein.

Selected Balance Sheet Data:

	December 31,
	2007			2006

Working Capital	$	(604,082	)	$	(1,821,639	)
Total Assets		5,103,517			2,545,713
Total Liabilities		6,304,981			3,800,631
Stockholders' Equity (Deficit)	$	(1,201,464	)	$	(1,254,918	)

Selected Statement of Operations Data:

	For the Years Ended December 31,
	2007			2006

Revenues	$	9,875,304		$	7,260,651

Cost of Revenues		8,684,419			6,185,115

Gross Profit		1,190,885			1,075,536

General and Administrative Expense		3,956,353			3,108,128

Other (Income) Expense		3,543,485			179,493

Net Income (Loss)	$	(6,308,953	)	$	(2,212,085	)

Basic and diluted net earnings (loss) per common share	$	(0.07	)	$	(0.02	)

SUMMARY FINANCIAL INFORMATION - continued

Selected Balance Sheet Data:

	March 31, 2008			December 31, 2007
	(Unaudited)

Working Capital	$	(1,095,688	)		(604,082	)
Total Assets		4,794,964			5,103,517
Total Liabilities		7,556,451			6,304,981
Stockholders’ (Deficit)	$	(2,761,487	)		(1,201,464	)

Selected Statement of Operations Data:

	For the Three Months Ended
	March 31,
	2008			2007
	(Unaudited)			(Unaudited)

Revenues	$	4,461,956			1,587,378

Cost of Revenues		3,626,179			1,392,067

Gross Profit		835,777			195,312

General and Administrative Expense		1,492,433			932,835

Other (Income)/Expense		1,398,397			88,787

Net Income/ (Loss)	$	(2,055,053	)		(826,311	)

Basic and diluted net (loss) per common share	$	(0.02	)		(0.01	)

RISK FACTORS

We are subject to various risks that may materially harm our business, financial condition and results of operations. An investor should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our Common Stock. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed. In that case, the trading price of our Common Stock could decline or we may be forced to cease operations.

Risks Related To Our Business

We Have A Limited Operating History Upon Which You Can Evaluate Our Business

We commenced revenue operations in 2000 and accordingly, we have a limited operating history upon which an evaluation of us and our prospects can be based. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in the market for our services and products. To address these risks, we must, among other things, respond to competitive developments, attract, retain and motivate qualified personnel, implement and successfully execute our sales strategy, develop and market additional services, and upgrade our technological and physical infrastructure in order to scale our revenues. We may not be successful in addressing such risks. Our limited operating history makes the prediction of future results of operations difficult or impossible.

Our Independent Registered Public Accounting Firm Identified Two (2) Material Weaknesses In Internal Control Over Our Financial Reporting, Primarily Related To The Lack Of Technical Accounting And Reporting Expertise And To The Application of Generally Accepted Accounting Principles to Revenue Recognition. Our Inability To Provide Such Expertise or Apply Proper Accounting Rules May Result In Inadequate Or Deficient Financial Reporting.

We are responsible for establishing and maintaining adequate internal control over financial reporting of our Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of our Company are being made only in accordance with authorizations of management and directors of our company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our company's assets that could have a material effect on our financial statements.

Our Independent Registered Public Accounting Firm identified two (2) internal control deficiencies that represented material weaknesses in internal control over the financial reporting in connection with the preparation of financial statements for the year ended December 31, 2007. The control deficiencies related to (i) our limited resources and internal level of technical accounting and reporting expertise and (ii) our ability to properly apply generally accepted accounting principles to revenue recognition these material weaknesses affect our ability to prepare and properly review interim and annual financial statements and accompanying footnote disclosures in accordance with generally accepted accounting principles and the rules and regulations of the SEC. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. As we have not completed the testing of all aspects of our internal control over financial reporting, it is possible that additional deficiencies could be determined to be individually or in the aggregate a material weakness. Significant deficiencies could lead to inaccurate financial statements and further restatements of those financial statements, which could erode investor confidence and have an adverse effect on the market price of our common stock. In order to address and correct the deficiencies identified above, in July 2008 we hired a new Chief Financial Officer with the requisite experience. Our ability to retain skilled finance professionals may impact our ability to remediate our material weakness.

We Have Been The Subject Of A Going Concern Opinion For December 31, 2007 From Our Independent Registered Public Accounting Firm , Which Means That We May Not Be Able To Continue Operations Unless We Can Become Profitable Or Obtain Additional Sources of Capital

Our independent Registered Public Accounting Firm has added an explanatory paragraph to its audit opinion issued in connection with our financial statements for the year ended December 31, 2007 , which states that the financial statements raise substantial doubt as to the Company’s ability to continue as a going concern. We have sustained operating losses since inception, with the exception of the year ended December 31, 2005. As of December 31, 2007 , we have a deficit in working capital and stockholders equity. Our ability to make operations profitable or obtain additional sources of capital will determine our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of our liabilities in the normal course of business.

Based on our current budget assessment, we believe that we will need to obtain approximately Six Million Dollars ($6,000,000) in additional debt or equity capital from one (1) or more sources to fund operations for the next twelve (12) months. These funds are expected to be obtained from the sale of securities.

RISK FACTORS - continued

Risks Related To Our Business - continued

We May Be Unsuccessful In Managing Our Growth Which Could Prevent CMARK From Being Profitable

Our recent growth has placed, and is expected to continue to place, a significant strain on our managerial, operational and financial resources. To manage our potential growth, we continue to implement and improve our operational and financial systems and to expand, train and manage our employee base. We may not be able to effectively manage the expansion of our operations and our systems, procedures or controls may not be adequate to support our operations. Our management may not be able to achieve the rapid execution necessary to fully exploit the market opportunity for our products and services. Any inability to manage growth could have a material adverse effect on our business, results of operations, potential profitability and financial condition.

Part of our business strategy may be to acquire assets or other companies that will complement our business. At this time, we are unable to predict whether or when any material transaction will be completed should negotiations commence. If we proceed with any such transaction, we may not effectively integrate the acquired operations with our own operations. We may also seek to finance any such acquisition by debt financings or issuances of equity securities and such financing may not be available on acceptable terms or at all.

We May Incur Greater Costs Than Anticipated, Which Could Result In Sustained Losses

We used reasonable efforts to assess and predict the expenses necessary to pursue our business plan. However, implementing our business plan may require more employees, capital equipment, supplies or other expenditure items than management has predicted. Similarly, the cost of compensating additional management, employees and consultants or other operating costs may be more than we estimate, which could result in sustained losses.

The Market For Our Services Is Very Competitive, Which Could Have A Material Adverse Affect On Our Business, Results Of Operations And Financial Condition

The market for the services and products we provide is very competitive and competition is expected to continue to increase. Many of our existing competitors have significantly greater financial, human, technical and marketing resources than we do. Our competitors may develop products and services that are superior to ours or that achieve greater market acceptance than our offerings. We may not be able to compete successfully against current and future sources of competition and competitive pressures faced by us may have a material adverse affect on our business, results of operations and financial condition.

The Failure to Obtain Necessary Additional Capital to Finance Growth and Capital Requirements, Could Adversely Affect Our Business, Financial Condition and Results of Operations

We may seek to exploit business opportunities that require more capital than what is currently planned. We may not be able to raise such capital on favorable terms or at all. If we are unable to obtain such additional capital, we may be required to reduce the scope of our anticipated expansion, which could adversely affect our business, financial condition and results of operations. The failure to comply with significant government regulation and laboratory operations procedures may subject us to liability, penalties or limitation of operations.

RISK FACTORS - continued

Risks Related To Our Business - continued

We Are Subject to Security Risks Which Could Harm Our Operations

Despite the implementation of various security measures by us, our infrastructure is vulnerable to computer viruses, break-ins and similar disruptive problems caused by our customers or others. Computer viruses, break-ins or other security problems could lead to interruption, delays or cessation in service to our customers. Further, such break-ins whether electronic or physical could also potentially jeopardize the security of confidential information stored in our computer systems of our customers and other parties connected through us, which may deter potential customers and give rise to uncertain liability to parties whose security or privacy has been infringed. A significant security breach could result in loss of customers, damage to our reputation, direct damages, costs of repair and detection, and other expenses. The occurrence of any of the foregoing events could have a material adverse affect on our business, results of operations and financial condition.

We Are Controlled by Existing Stockholders And Therefore Other Stockholders Will Not Be Able to Direct Our Company

The majority of our shares of Common Stock and thus voting control of CMARK is held by a relatively small group of stockholders. Because of such ownership, those stockholders will effectively retain control of our Board of Directors and determine all of our corporate actions. Such concentration of ownership may also have the effect of delaying or preventing a change in control.

Our Significant Shareholder Is Also Our President and Chief Executive Officer, And He Alone Is Able To Influence Corporate Action

As a result of his stock ownership and board representation, Mr. Charles W. Jones, Jr., who is also our President, Chief Executive Officer and Chairman of the Board of Directors, is in a position to influence our corporate actions in a manner that could conflict with the interests of our other stockholders, including but not limited to mergers/takeovers with other companies, dividend policies, stock splits and repurchases of stock. Mr. Jones beneficially owns 65,450,000 shares of our Common Stock which is approximately 67.51% of the outstanding shares of the 96,951,155 shares of Common Stock on July 22 , 2008. If all of the shares registered under this Prospectus (5,119,160 shares) were issued to the selling stockholders, Mr. Jones ownership percentage would fall to approximately 62.54% .

No Foreseeable Dividends

We do not anticipate paying dividends on our common stock in the foreseeable future. Rather, we plan to retain earnings, if any, for the operation and expansion of our business.

Our Stock Price May Be Volatile

The market price for our Common Stock has been volatile and may be affected by a number of factors, including the announcement of acquisitions or other developments by us or our competitors, quarterly variations in our or other industry participants results of operations, changes in earnings estimates or recommendations by securities analysts, developments in the industry, sales of a substantial number of shares of our Common Stock in the public market, general market conditions, general economic conditions and other factors. Some of these factors may be beyond our control or may be unrelated to our results of operations or financial condition. Such factors may lead to further volatility in the market price of our Common Stock.

Our Failure To Repay Debentures May Result In A Change Of Control

Our ability to repay our debentures issued to Trafalgar is dependent upon our successful execution of our business strategy. For example, we executed a securities purchase agreement with Trafalgar on February 28, 2007 pursuant to which we issued secured convertible debentures in the aggregate principal amount of $1,800,000. These February Debentures are generally due twenty-four (24) months after the date of issuance. If we do not successfully execute our business strategy, we may be unable to generate sufficient funds to repay the February Debentures upon maturity. If we are unable to repay these February Debentures, Trafalgar will be entitled to receive certain shares of our Common Stock pledged by our President and CEO Mr. Charles W. Jones, Jr. under an insider pledge agreement (35,000,000 shares), which such pledged shares represent approximately 36.10% of the Company as of July 22, 2008 . This amount will be enough for Trafalgar to assume control of the Company. If Trafalgar assumes control of the Company, they may choose to liquidate the operations and divest the Company of all of its operating assets in order to satisfy the outstanding principal balance and related interest.

RISK FACTORS - continued

Risks Related To Our Business - continued

Shares Eligible For Future Sale May Have A Depressing Effect On Our Stock Price

We have a substantial number of authorized but unissued shares (403,048,845 shares) of our Common Stock. We may issue additional shares of Common Stock as part of the purchase price for future acquisitions. We have issued to our employees, officers and directors restricted shares of our common stock. These shares may be resold under Rule 144. Currently, we have 67,566,250 shares of stock issued to employees, officers and directors of which 168,750 are restricted. Of the 168,750 restricted shares, 62,500 will become unrestricted on September 30, 2008, and 106,250 will become unrestricted on June 30, 2009. Furthermore, the selling stockholders in the Registration Statement to which this Prospectus is made a part, intend to sell in the public market up to 5,119,160 shares of our Common Stock which is being registered in this offering. That means that up to 5,119,160 shares may be sold hereunder. Any actual sale or any perception that sales of a substantial number of shares may occur could adversely affect the market price of our common stock and could impair our ability to raise capital through an offering of equity securities.

Our Common Stock Is Deemed To Be Penny Stock, Which May Make It More Difficult For Investors To Sell Their Shares Due To Suitability Requirements

Our common stock is deemed to be penny stock as that term is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act ). Penny stocks are stocks:

With a price of less than $5.00 per share;

That are not traded on a recognized national exchange;

Whose prices are not quoted on the Nasdaq automated quotation system;

Nasdaq stocks that trade below $5.00 per share are deemed a penny stock for purposes of Section 15(b)(6) of the Exchange Act;

In issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three (3) years) or $5.0 million (if in continuous operation for less than three (3) years), or with average revenues of less than $6.0 million for the last three (3) years.

Broker/dealers dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks. Moreover, broker/dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor. These requirements may reduce the potential market for our Common Stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of them. This could cause our stock price to decline.

Risks Related To This Offering

Future Sales By Our Stockholders May Adversely Affect Our Stock Price And Our Ability To Raise Funds In New Stock Offerings

Sales of our Common Stock in the public market following this offering could lower the market price of our Common Stock. Sales may also make it more difficult for us to sell equity securities or equity-related securities in the future at a time and price that our management deems acceptable or at all. Of the 96,951,155 shares of our Common Stock outstanding as of July 22 , 2008, 14,049,219 shares are freely tradable without restriction, unless held by our affiliates. The remaining 76,575,936 shares of our Common Stock which are held by existing stockholders, including the officers and Directors, are restricted securities and may be resold in the public market only if registered or pursuant to an exemption from registration. Some of these shares may be resold under Rule 144.

RISK FACTORS - continued

Risks Related To This Offering - continued

The Selling Stockholders Intend To Sell Shares Of Common Stock In The Market, Which Sales May Cause Our Stock Price To Decline

The selling stockholders intend to sell in the public market up to 5,119,160 shares of our Common Stock being registered in this offering. That means that up to 5,119,160 shares may be sold pursuant to this Registration Statement. Such sales may cause our stock price to decline. Our officers and Directors and those stockholders who are significant stockholders as defined by the SEC will continue to be subject to the provisions of various insider trading and Rule 144 regulations.

The Sale Of Our Stock Issued Upon The Exercise of Warrants Could Encourage Short Sales By Third Parties, Which Could Contribute To The Future Decline Of Our Stock Price

In many circumstances, the exercise of warrants and issuance of stock thereunder for companies that are traded on the OTCBB has the potential to cause significant downward pressure on the price of their common stock. This is especially the case if the shares being placed into the market exceed the markets ability to take up the increased stock or if the Company has not performed in such a manner to show that the equity funds raised will be used to grow the Company. Such an event could place further downward pressure on the price of our Common Stock.

Trafalgar may exercise the 500,000 Warrant at a price per share equal to $0.0001, as well as the1,500,000 Warrant, October Warrant and October II Warrant B at a price per share equal to $0.001. As a result, the opportunity exists for short sellers and others to contribute to the decline of CMARK's stock price. Persons engaging in short-sales first sell shares that they do not own, and thereafter, purchase shares to cover their previous sales. To the extent the stock price declines between the time the person sells the shares and subsequently purchases the shares, the person engaging in short-sales will profit from the transaction, and the greater the decline in the stock, the greater the profit to the person engaging in such short-sales. By contrast, a person owning a long position in a stock, such as an investor purchasing shares in this offering, first purchases the shares at the then market price, if the stock price declines while the person owns the shares, then upon the sale of such shares the person maintaining the long position will incur a loss, and the greater the decline in the stock price, the greater the loss which is incurred by the person owning a long position in the stock.

If there are significant short sales of stock, the price decline that would result from this activity will cause the share price to decline more so which in turn may cause long holders of the stock to sell their shares thereby contributing to sales of stock in the market. If there is an imbalance on the sell side of the market for the stock the price will decline. It is not possible to predict if the circumstances where by a short sales could materialize or to what the share price could drop. In some companies that have been subjected to short sales the stock price has dropped to near zero. This could happen to CMARK.

A Change Of Control May Result In A Change In The Course Of Our Operations And May Affect The Future Prices Of Our Common Stock.

If a change of control occurs and Trafalgar owns more than fifty percent (50%) of our Common Stock, they will be able to elect the majority of our Board of Directors, control all matters that require a stockholder vote (such as mergers, acquisitions and other business combinations) and exercise a significant amount of influence over our management and operations. Therefore, we may not be able to execute our planned operational strategy and this may affect the future price of our Common Stock, including a decline in value.

FORWARD-LOOKING STATEMENTS

Information included or incorporated by reference in this Prospectus may contain forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words may, should, expect, anticipate, estimate, believe, intend or project or the negative of these words or other variations on these words or comparable terminology.

This Prospectus contains forward-looking statements, including statements regarding, among other things, (a) our projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans and (e) our anticipated needs for working capital. These statements may be found under Managements Discussion and Analysis or Plan of Operations and Description of Business, as well as in this Prospectus generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under Risk Factors and matters described in this Prospectus generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Prospectus will in fact occur.

DESCRIPTION OF BUSINESS

History

CMARK International, Inc. (formerly known as Commercial Marketing Corp.), a South Carolina corporation, is a Service-Disabled Veteran-Owned Small Business (SDVOSB) founded on June 12, 2000. The name was changed to CMARK in the fall of 2005.

The founder of the Company, also the President and Chief Executive Officer, Mr. Charles W. Jones, Jr. is a former habitability officer in the U.S. Navy and a Service-Disabled Veteran. CMARK's original business operation consisted of provision of products and services, to the Federal government specifically the redesign and refurbishing of U.S. Navy crafts.

Over the years, CMARK developed relationships with strategic partners across industries, including the U.S. Government Department of Defense (DOD), non-DOD agencies like the Department of Agriculture, Department of Interiors, Department of Energy, Department of Transportation and U.S. Government prime contractors. Through the development of these relationships and focused business expansion, the Company's business has grown to include hospitality operations and construction-related products and services.

CMARK's primary goal is to become a significant preferred source for Federal Government and Federal Government Prime Contractors for facility and logistical support products and services while enhancing the value of the Company and the welfare of its employees and stockholders.

Business

Cmark ’ s operations began in Columbia SC in 2000 as a manufacturer ’ s representative and distributor to the US Fede ral Government for various food service equipment suppliers. As project opportunities began to present us with a widening geographic customer base, expansion was executed to open a sales office in San Diego, CA as well as continuing to develop new relati o nships with more food service equipment suppliers thus expanding our product offering. The core business continued to be food service equipment for the next four years, during which time we established ourselves with the proper GSA contracts and certific a tions necessary to become an efficient distributor within the government procurement system. As a distributor, we earn revenues from selling the equipment to the customer with a markup from the purchase price from our suppliers. In order to offer additi o nal value and separate ourselves from competitors, we offer design-build services by which we will work with the facility managers to develop the conceptual plans and specifications to complete the plans for the new or remodeled facilities that we will th e n provide the equipment to. While we are allowed to add fees for the design services, it is not a substantial amount as a percentage of our annual revenue. It is not as much a marketed product group on its own, as it is an ancillary service to go with t h e food service equipment and construction projects that we engage in.

In 2004 with the passing and strengthening of the SDVOSB public law, the opportunity was identified to expand not only the core business of food service equipment, but also to broaden t he product offering to other goods and services that could be distributed within the same procurement system using the same systems and expertise that were developed over time in the food service equipment product group. It was in 2004 when the Company b egan to develop the platform to include what is now referred to as Business Group 2 and 3 as described on page 14. While the majority of the Company ’ s resources were still focused on the most established Business Group 1, we were also able to present our customers with our ability to provide them other goods and service to not only fill their needs, but also to contribute toward their fulfillment of the SDVOSB Goals established in PL 108-183.

Today, CMARK provides a wide array of services and products in the areas of construction, interior systems, and hospitality operations primarily to the U.S . Federal government and U.S. Federal government prime contractors. CMARK has provided goods and services to more than six hundred (600) federal government customers and have completed more than one hundred fifty (150) individually contracted projects on an annual basis for such end users as the Pentagon, the White House and Halliburton.

CMARK combines an extensive product line and dedicated serving capabilities with worldwide application knowledge of most types of military bases, hospitals, prisons, schools, office buildings, embassies and military vessels. CMARK provides one-stop, full service solutions through their six (6) U.S. and two (2) international offices through well-established customer relationships.

CMARK became a publicly traded company in June 2006 and currently trades on the Pink Sheets under the symbol "CMKI".

DESCRIPTION OF BUSINESS - continued

CMARK's Position In SDVOSB Market (Public Law 108-183)

CMARK is certified as a Service-Connected Disabled Vietnam-Era Veteran-Owned Small Business. This offers CMARK a distinct advantage when dealing with U.S. Government and U.S. government prime contractors. CMARK competes within that group of companies that market products and services to and for the U.S. Government, U.S. Government prime contractors, and many state agencies and contractors. Within that designation, the playing field of competitors is further narrowed to include only qualified Service-Disabled Veteran-Owned Small Businesses.

The Veterans Benefits Act of 2003, Public Law 108-183, requires the awarding of contracts equal to three percent (3%) of the total Federal budget allocated for procurement. Further, the Act requires many state agencies and contractors to follow the same guidelines. This minimum number of contracts must be awarded to Small Business Concerns owned and controlled by Service-Disabled Veterans.

The new requirements represent a strengthening of an earlier law, The Veterans Entrepreneurship and Small Business Development Act of 1999, in which certain goals were encouraged, but not required. Despite the hopes for the 1999 law, in fiscal year 2002, total federal procurement to service-disabled, veteran-owned businesses was a dismal 0.13%.

In spite of the increases, federal procurement contracts to the service-disabled still lagged well behind the desired amounts. Passage of the new law creates a regulation with teeth that will level the small business playing field and put service-disabled veterans on an equal footing with other groups covered by equal opportunity regulations.

Products

CMARK has divided its product offerings into three (3) Business Groups, nine (9) Divisions and thirty-four (34) Units, to better illustrate the overall CMARK diversity while allowing the necessary synergy within the three (3) major business groups to allow for proper growth and management.

Business Group 1. The Construction and Interior Facilities Support Group is the Company's primary core group and contains the products and services that the Company has engaged in since its inception.

Business Group 2 . The Logistics Group represents some of CMARK's recent trends in product growth including the food and food operations division and the maintenance division.

Business Group 3. The Medical, Miscellaneous Industrial, and the Emerging Products Group allows a platform for diverse commodity growth in areas that the U.S. government is setting aside for SDVOSBs as well as a platform to grow the medical equipment and supplies market. Furthermore, this business group allows a platform for merger and acquisition products. One of the theories of CMARK's business group definition is the methodology of facility and logistic contracting to civilian contractors by the US Government. Civilian augmentation is the name given to this overall concept, but each service has its own program.

As described above, Business Group 1 represents the products and services which have comprised the majority of our annual revenues since inception in 2000. Since the formation of Business Groups 2 and 3 in 2004, we have revenues in some of the divisions, most notably the concentration of revenue in 2005 in the Contingency Foodservice Operations Unit post Hurricane Katrina in New Orleans, however for t h e most part Business Groups 2 and 3 represent the areas where we expect to focus our future development and product expansion efforts as we grow in the future.

CMARK's Product Groups 1 and 2 mirror the Construction and Facilities Support and Logistics Support needed of the U.S. Government as well as U.S. Government prime contractors participating in the augmentation contracts. The Army's Logistics Civil Augmentation Program (LOGCAP) is managed and administered by the Army Material Command (AMC). It is a special contingency program to maintain a worldwide contract on a multiple-region basis. It enables the U.S. Army to contract quickly for combat support and combat service support needed in a contingency operation. The contractor must support five (5) broad categories of support: facilities, supplies, services, maintenance and transportation. The Navy's civilian augmentation program is called Construction Capabilities (CONCAP). This program was started to enhance the Naval Facilities Engineering Commands ability to respond to global contingencies. The Air Force Contract Augmentation Program is called (AFCAP). As with the LOGCAP and CONCAP contracts, the AFCAP contract requires that the AFCAP team plan for and provide specific services when called on to support a combatant commander in a contingency or war. Although we do not have the direct contracts with the U.S. Government, we do have working relationships with the “ prime contractors” that do hold such contracts. We developed the relationship so that we are positioned and ready for the prime contractors to issue us the orders to supply certain goods and services as they become necessary and are needed by the various branches of the military. The main purpose of this program is to set up a supply chain to quickly access goods and services. There are no commitments of orders and no specified time periods involved, the orders would be on a case by case basis as the need arose for a particular product or service in a time of emergency.

Services

CMARK serves as a full service solution to virtually any facilities need. CMARK outfits naval ships galleys, supply dining facilities with kitchen equipment and furnish offices, lounges and quarters.

From conceptual CAD designs to three dimensional (3D) renderings, CMARK offers a complete conceptual image of how a project will look before a hammer is even lifted. After conceptual plans match the requested standards, submittal from shop drawings to full architectural construction documents are developed. CMARK completes the actual final design requirements including full installation (HVAC, electrical, plumbing and other associated tasks).

Facility Support Services

CAD Design : Full conceptual Computer Aided Drawing (CAD) design. CMARK has an Architectural License issued by State of South Carolina

3D CAD Design : Taking floor plans a step further and allowing the customer to see a more realistic layout.

3D Graphic Rendering : Allows customers to gain insight on their projects with our precisely rendered virtual atmospheres.

Construction and Renovation : CMARK will be on-site to remove existing old equipment. CMARK has a General Contractors License issued by State of South Carolina.

Installation : After old equipment is removed, the CMARK team begins installation of the new equipment.

Completion : CMARK follows through to completion.

Logistic Support Services

Food Preparation and Serving: CMARK provides food and has prepared and served over 500,000 meals on the Gulf Coast in Mississippi and Louisiana during Hurricane Katrina Relief.

Construction and Design Services

Construction and Design Services : This group is comprised of a team of licensed architects. CMARK staff has extensive experience in services that include but are not limited to (a) Construction Management, including Project Surveys and Project Renderings, (b) Build-Outs and Building Renovations, (c) Custom Fabrication, (d) Quality Control, (e) Design (Conceptual Design) and (e) Installation and Institutional Interior Projects. CMARK's ability to conceive, plan and design assures the customer of a facility offering maximum functionality. CMARK holds a State of South Carolina Architectural License (#100153) and a State of South Carolina General Contractors License (#111296). The following is a listing of CMARK products and services, also called the CMARK Product Groups internally at the Company:

DESCRIPTION OF BUSINESS - continued

Strategic Alliances

CMARK has Strategic Alliances with the following groups:

Manufacturers

The products that are required to meet the customers demand are paramount to CMARK meeting its growth plans. The manufacturers have agreed to have CMARK represent them to the Federal Government buying opportunity. This could take on two (2) different types of business alliances. One is that CMARK will represent the manufacturer to the customer and receive an agreed commission. In this case the customer will take the responsibility to ship the product directly to the end customer and collect the invoice. When CMARK buys the product from the Manufacturer and invoices the customer it involves a Distributor Alliance and is covered with a legal contract.

CMARK offers products to customers through its strategic alliances with various brand name companies like Electrolux, Ecolab, Henny Penny, Jackson, Ice-o-Matic, Imperial and many others. CMARK has negotiated agreements with key manufacturers that award CMARK with exclusive sales rights involving products and services provided to the U.S. Government. The strategic alliances developed by CMARK are substantial. These alliances and the depth of the agreements and working arrangements are expected to result in substantial revenue streams, with the possible consequence that the projected operating results contained elsewhere in this business plan may prove too conservative.

There are over twelve (12) significant strategic partners the Company works with, including:

Arenson Group : Located just north of London, England provides a full array of office interior furnishings. CMARK is the exclusive distributor to the U.S. Government and holds the GSA Contract for Arenson.

Ecolab : EcoLab is the worlds leading provider of services for the hospitality, foodservice, healthcare and industrial markets. CMARK has an exclusive contract with GCS Service, one of Ecolabs divisions, for parts and service to the Federal Government market. GCS has two (2) National Distribution Centers and twenty-eight (28) Regional Sales & Service Centers that enable CMARK to harness the power of national coverage yet retain a local focus and relationships.

Enodis : Formerly Welbilt Corp., Enodis, through its subsidiaries, is a major supplier of food service equipment throughout the U.S. and Canada, with distribution offices in the United Kingdom, France and Germany, as well as many other parts of the world. CMARK presently has four (4) Enodis companies on schedule: Jackson MSC Dishwasher, Ice-O-Matic Ice Machines, Frymaster and Scotsman Ice Machines.

Electrolux : The Electrolux Group is the world's largest producer of powered appliances for kitchen, cleaning and outdoor use, such as refrigerators, washing machines, cookers, vacuum cleaners, chainsaws, lawn mowers, and garden tractors. CMARK has exclusive Government distribution rights for the Electrolux Professional products for Europe and North America. CMARK also has an agreement with Electrolux to act as the sole dealer for all Electrolux Professional products in San Diego County, California.

Henny Penny : This privately held company is classified as a “small business” by the GSA. The Company is dedicated to serving the military and government institutions. As a cooking equipment manufacturer, Henny Penny has been one of the strongest and longest lasting supplier relationships that we have. CMARK has spent considerable time not only in the supply and installation of Henny Penny equipment, but also in the conceptual design and approval cycles involved for this equipment with procurement agencies such as GSA, AFNAF, AAFES, and DLA. Henny Penny has partnered with CMARK to handle all GSA and AFNAF orders.

Imperial Cooking Equipment : Located in southern California, Imperial and CMARK have entered into an agreement for private labeling of Imperials entire line under the name Columbia Food Equipment (CFE) for sales to the U.S. Government and all maritime market sectors.

Southbend : Southbend is a division of the Middleby Marshall Corporation is recognized world wide as one of the top leaders in heavy-duty, core commercial cooking equipment and considered a lead broad liner in product offerings. Southbend equipment is installed in restaurants, institutional foodservice operations and supermarkets around the world.

Steton Construction : Steton is located in southern California. This company is a registered small business that currently is a qualified builder for Target and WalMart. CMARK and Steton have formed a joint venture to allow the design and construction resources of both companies to offer substantial construction and tenant improvements to the U.S. government.

DESCRIPTION OF BUSINESS - continued

Strategic Alliances - continued

Service Organizations

Service organizations are critical to meet the needs of the customer. The sub Contractor agreements are assigned to the organization that can provide the customer with any special requirements. CMARK has a network of alliances with these organizations.

General Services Administration (GSA)

As the Federal government's procurement expert, General Services Administration leverages the Federal governments buying power in the marketplace. State of the art commercial products are available through GSAs Schedules and its contracting and consulting services. GSA experts know about mandatory sources and Federal Acquisition Regulation (FAR) requirements. They assist CMARK in offering its products to the Federal Government.

GSA Advantage is the online shopping and ordering system that provides access for CMARK to offer its products to the thousands of federal government buyers. The chart below lists the manufactures and the number of products where CMARK is the contractor in the GSA web:

MANUFACTURE	Building	Furniture	Hospitality	Other	Total
ATLAS METALS			2		2
BAXTER MFG.	1		9		10
BI-LINE				1	1
CADDY CORP. OF AMERICA	62	1	82		145
ELECTROLUX CORPORATION	3		13	1	17
HENNY PENNY CORPORATION	17	6	69	5	97
J.H. CARR		5			5
JACKSON MANUFACTURING			25		25
KELMAX EQUIPMENT	1		1		2
MAINSTREET MENU SYSTEMS				3	3
MARSHALL AIR SYSTEMS INC.	1		2		3
MIDDLEBY MARSHALL, INC.	2		5		7
MILE HIGH EQUIP. CO.	111		26		137
SOUTHBEND		1	40		41
TEC		24	6	1	31
TOASTMASTER	11	1	35	4	51
ULTRAFRYER			2		2
TOTAL OF ABOVE	209	38	321	16	584

GSA Public Building Services

GSA is the landlord for the federal government, with a total inventory of over 330 million square feet of workspace for a million federal employees in 2,000 American communities. This comprises over 1,600 government-owned buildings, or approximately fifty-five percent (55%) of the agency's total inventory. The remaining forty-five percent (45%) are in privately owned, leased facilities.

Through the internationally recognized Design and Construction Excellence programs, the best private sector architects, construction managers, and engineers are engaged to design and build award-winning courthouses, border stations, federal office buildings, laboratories, and data processing centers. GSA works to restore and maintain the vitality of communities where it has a presence.

DESCRIPTION OF BUSINESS - continued

Strategic Alliances - continued

GSA Federal Supply Service (FSS)

FSS provides a host of commodities and services for the entire U.S. Federal Government and relative to the products CMARK offers provide, furniture, furnishings and related services for office, residential, dormitory, industrial, health care and educational settings. GSA offers a complete turnkey solution for large furniture purchases and its service is unmatched in the U.S. government.

FSS Food Service Equipment

GSA Schedule 073 offers a variety of cleaning equipment and accessories, and cleaning products for daily cleaning, products that keep facilities clean in an environmentally friendly manner. Housing Managers and Facility Managers will enjoy the full range of Hospitality Solutions under this schedule. In addition, all food service needs from eating utensils to an entire custom designed food court kiosk concept that supports new branding initiatives are available. This Schedule has five (5) categories:

Chemicals and Chemical Products;

Recycling Collection Containers and Waste Receptacles;

Food Service Equipment, Supplies and Services;

Cleaning Equipment, Accessories, Janitorial Supplies; and

Toiletries, Personal Care Items, Linens, and Lodging and Hospitality Supplies and Services and Hospitality Wear

Customers

Federal Government alliances are formed through frequent meetings with the various departments and agencies. Our regional managers keep in constant contact with the buyers to assist them in choosing the best product to meet their requirements. Examples of these would be General Services Administration Alliance in Fort Worth and the International Military Community Executives (IMCEA).

Over six hundred (600) Federal Government customers located around the world have received products from the Company. The top ten customers, listed below, represent twenty-two percent (22%) of the total shipments. The numbers in the table below are representative of the major shipments and may not include drop shipments directly from the manufacturer. The individual customer totals, as well as the overall worldwide shipments of over $ 63 million are totals for the Company for the period of June 2000 (inception) through March 31, 2008 .

Top 10 Customers since inception through March 31, 2008

CUSTOMER	AREA	STATE	PRODUCT EXAMPLE	TOTAL
Kellog, Brown, and Root	New Orleans	LA	Contingency Food Service	$4,039,000
VT Griffin	New Orleans	LA	Contingency Food Service	$2,735,000
Veterans Administration	Columbia	SC	Electrical Rennovations	$1,098,825
Veterans Administration	Dayton,	OH	Furniture	$1,063,000
Frontier Bldg Systems	Fort Gordon	GA	Design Build Dining Facility	$1,055,448
GSA Public Buildings	San Francisco	CA	General Construction	$979,729
MARISCO, LTD	Honolulu	HI	Ship Repair	$933,480
Halliburton	Gulfport	MS	FOOD PREPERATION	$907,742
Roscoe Allen	Fort Jackson	SC	Design Build Dining Facility	$805,264
U.S. Army Fort Bliss	El Paso	TX	Design Build Dining Facility	$646,185

Total of Above through March 31, 2008				$14,263,673
Total of all sales through March 31, 2008				$63,603,793

PERCENT OF TOTAL				22%

DESCRIPTION OF BUSINESS - continued

Strategic Alliances - continued

US Government Prime Contractors And Prospective CMARK Customers

Public Law requires contractors that are other than small to provide subcontracting opportunities to small businesses. Specifically the impact for SDVOSBs is substantial as each prime contractor must meet a three percent (3%) minimum SDVOSB participation in its business as a whole and in addition meet that specific goal on each contract in excess of $500,000.

Below is a list of some of the major prime contractors , as found at "http://www.washingtontechnology.comtop-1002005" . All sales are in thousands of $. Below Defense Department sale numbers do include other agencies of the U.S. Government.

Rank	Company	Country	Last Years Rank	2005 Defense Revenue*	2005 Total Revenue*	% of Revenue from Defense	2004 Defense Revenue**
1	Lockheed Martin	U.S.	1	36,465.00	37,213.00	98	34,050.00
2	Boeing	U.S.	2	30,791.00	54,845.00	56.1	30,464.00
3	Northrop Grumman	U.S.	3	23,332.00	30,700.00	76	22,126.00
4	BAE Systems	U.K.	4	20,935.20	26,500.20	79	20,344.00
5	Raytheon	U.S.	5	18,200.00	21,900.00	83.1	18,771.00
6	General Dynamics	U.S.	6	16,570.00	21,244.00	78	15,000.00
7	EADS	Netherlands	7	9,120.30	40,508.20	22.5	10,505.90
8	L-3 Communications	U.S.	13	8,549.20	9,444.70	90.5	6,133.80
9	Thales	France	9	8,523.30	12,176.10	70	8,868.60
10	Halliburton 1	U.S.	10	7,552.00	20,994.00	36	8,000.00

Infrastructure

The Company has organized its operations primarily around customer locations. There are eight (8) profit centers in seven (7) sales regions around the world with five (5) sub regions per region. Within this territory there have been established six (6) operating offices in the Continental U.S. (CONUS) with headquarters in Columbia, South Carolina. Other locations include Washington DC, Norfolk, Virginia, Mobile, Alabama, Phoenix, Arizona and San Diego, California. In addition we have two (2) support facilities overseas located in England and Germany.

As a function of these sales regions, the Company has located offices in strategic areas and has developed eight (8) territorial profit centers. These territorial profit centers are the core of our growth plans for the product lines we have developed.

Our four (4) main organizational divisions are sales, marketing, operations, and administration. Regional Managers are located in the major markets with local support staff . The Company has four (4) administrative personnel that handle product development programs such as GSA, and other procurement vehicles with the Government in addition to their administrative and financial duties. The following summarizes our organizational chart as of the date of this Prospectus:

DESCRIPTION OF BUSINESS - continued

Employees

At present the Company has thirty-three (33) salaried employees. Our executive management team is comprised of seven (7) individuals, five (5) of which are U.S. military veterans, has an average of over twenty-seven (27) years each of management experience and has a significant experience level in working with U.S. governmental operations as well as private industry. Considerable emphasis has recently been placed on developing a senior management staff and a software system that can effectively direct and control this geographically diverse group.

Projects

We have chosen the three projects as described below as a cross section of some of the notable contracts we have completed since our inception. Our intent is to illustrate the complexity and size of the operations, with the variety of products and services that we are able to and have provided in the past. These examples are from various years of our past and none represent any port i on of the revenues in the last fiscal year.

Hurricane Relief Efforts

Utilizing our expertise in sourcing and managing food serving operations coupled with extensive resources for rapid field deployment, CMARK responded to the challenge of providing food and food service operations within hours after the Hurricane Katrina disaster. We were deployed and able to begin providing food service operations and meals at the Construction Battalion Center, US Navy, Gulfport, Mississippi. Due to the success of our efforts in Gulf Port, we were later contracted to continue working in New Orleans, Louisiana.

The scope of our services included: constructed a mobile kitchen with capacity for 2,500 meals per day, enabling immediate mobilization; Dining/serving facilities for a 1,000 man camp in Gulf Port, providing beverages, paper supplies, ice, water, equipment amortization, leasing, etc., refrigeration, preparation, cooking, servicing, labor and management to perform the operation; we also provided air-conditioned tents, chairs and tables, and menu options. Our daily serving capacity reached 2,500 meals served three (3) times daily.

DESCRIPTION OF BUSINESS - continued

Projects - continued

CMARK is alert and ready to provide prompt services to any future disaster relief programs. Presently, our warehouse holds a stockpile of food service equipment that includes Combi-ovens, SintPlast serving containers, freezers and refrigerators, ice machines capable of making approximately 727 pounds of ice per day, folding chairs and generators. We have the manpower and resources available for immediate response and deployment.

Sandra Day O'Connor Courthouse In Phoenix

CMARK was contracted to design and install a caf é in the new Sandra Day O'Connor Courthouse in Phoenix within a three-month time frame. We designed the layout, supplied, constructed and installed a fully functional food servicing area within a specified space in the Federal building.

US Navy Berthing and Messing Barge

CMARK was contracted by Marisco Ltd., one of the largest marine and industrial services companies in Hawaii serving the governmental, commercial marine and industrial sectors, to develop a floating hotel for U.S. Naval officers from an original U.S. Navy barge. CMARK provided all building materials to Marisco, from sheet metal and tile to kitchen equipment and living space furniture, and assisted with the design and construction of a fourth level deck.

Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse affect on our business, financial condition or operating results.

Properties

Below is a table to provide the details of our six (6) operating locations in the United States:


Property Description	Base Rent/Mo. ($)	Start Date	End Date	Term in Months	Landlord

9570 Two Notch Road	6,005.00	12.01.02	08.31.09	24	Osprey, Inc.
Columbia, South Carolina

4130 E. Van Buren, #325	3,633.71	01.01.06	05.31.11	24	VWP 4130, LLC
Phoenix, Arizona

764 Lakeside Dr. #B Mobile, Alabama	5,565.00	08.01.06	07.31.10	12	Ball and Eubanks Properties

7801 Friars Rd., #400	3,182.00	11.01.02	10.31.10	60	Friars Office Building, LLC
San Diego, California

109 E. Main, #501	1,460.25	07.01.06	06.30.09	36	East Main Street, LLC
Norfolk, Virginia

2011 Crystal Dr., Ste 210 Arlington, Virginia	4,720.33	05.01.06	05.31.11	60	First Crystal Park Assoc., LP

Virtual Office for Answer Systems	200.00	07.01.06	07.31.06	monthly	N/A

DESCRIPTION OF BUSINESS - continued

Competition

We are uniquely positioned in our industry to be a “one stop” shop for various government agencies. Our competition is other equipment and supplies suppliers. Our competitors provide products and only their products. In turn the government agency must contract and procure from various sources. We first started to build our product lines and then strategically adding products and suppliers to our lines that we represent. After that we started adding value added services, such as design services, remodeling project management, and packaging various product lines together into a fully contained procurement solution for our government contacts. This gives us a competitive edge that our competitors do not have where they have gone for vertical marketing, we have chosen to integrate products and supplies with services and solutions. In addition to our unique approach of mixing products and services, we find a strategic advantage in our marketing regions. Most suppliers are very regional and only concentrate on a particular region or area. We can offer a global reach program to the procurement officer, and be able to ship to multiple locations all over the world from his one order, so no more contacting multiple vendors, and negotiating multiple contracts. We can fulfill all those orders at once, thus saving time and efforts, and eliminating wasted time and money.

THE SELLING STOCKHOLDERS

The following table presents information regarding our selling stockholders which intend to sell up to 7,770,000 shares of our Common Stock. A description of the selling stockholders relationships to CMARK and how the selling stockholders acquired or will acquire shares to be sold in this offering is detailed in the information immediately following this table.

Selling Stockholders	Shares Beneficially Owned Before Offering			Percentage of Outstanding Shares Beneficially Owned Before Offering (1)			Shares To Be Sold In The Offering		Percentage of Outstanding Shares Beneficially Owned After The Offering

Trafalgar Capital Specialized Investment Fund, Luxembourg		13,914,722	(2)		7.00%	(3)		4,619,160		0%

Knightsbridge Capital (4)		500,000			0.52%			500,000		0%

Total:		14,414,722	(2)		7.52%			5,119,160		0%

* Less than one percent (1%).

(1) Applicable percentage of ownership is based on 96,951,155 shares of our Common Stock outstanding as of July 3, 2008, together with securities exercisable or convertible into shares of Common Stock within sixty (60) days of July 22, 2008 for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Note that affiliates are subject to Rule 144 and Insider trading regulations - percentage computation is for form purposes only.

(2) The Selling stockholder has a material relationship with us as described in this section below. Includes 2,700,000 shares of our Common Stock underlying the February Warrants, 500,000 shares of our Common Stock underlying the May Warrant, 2,054,472 shares of our Common Stock underlying the July Warrants, 6,785,250 shares of our Common Stock underlying the October Warrant and 1,875,000 shares of our Common Stock underlying the October II Warrants.

(3) Except with respect to the October Warrant, in no event shall the holder be entitled to exercise any warrant for a number of shares in excess of that number of shares of our Common Stock which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by Trafalgar and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such exercise. However, Trafalgar is nevertheless entitled to exercise the October Warrant into 6,785,250 shares without limitation, and therefore as of the date of this Prospectus, Trafalgar is considered to beneficially own 7.50% of our Common Stock.

(4) The Selling stockholder has a material relationship with us as described in this section below.

The following information contains a description of each selling stockholders relationship to us and how it acquired or shall acquire shares to be sold in this offering is detailed below. The selling stockholders have not and do not have any other material relationship with us, except as described below.

THE SELLING STOCKHOLDERS - continued

Trafalgar Capital Specialized Investment Fund, Luxembourg (Trafalgar).

●

February 28, 2007 Securities Purchase Agreement . On February 28, 2007 (as amended on April 12, 2007 and further amended on August 3, 2007 in consideration for Trafalgar's willingness to enter into additional financing arrangements ), the Company entered into a securities purchase agreement (the “ February Purchase Agreement” ) with Trafalgar, pursuant to which the Company sold and issued to Trafalgar secured convertible debentures (collectively, the February Debentures) in the aggregate principal amount of One Million Eight Hundred Thousand Dollars ($1,800,000), of which (i) One Million Dollars ($1,000,000) was funded on or about March 3, 2007, (ii) Four Hundred Thousand Dollars ($400,000) was funded on or about April 17, 2007 and (iii) Four Hundred Thousand Dollars ($400,000) was funded on August 2, 2007 in accordance with the terms of that certain escrow agreement, of even date with the February Purchase Agreement, by and among the Company, Trafalgar and James G. Dodrill II, P.A., as escrow agent (the February Escrow Agreement).

In connection with the February Purchase Agreement, the Company paid to Trafalgar (i) a structuring fee equal to Fifteen Thousand Dollars ($15,000), (ii) a commitment fee equal to eight percent (8%) of the purchase price of the February Debentures and (iii) a facility commitment fee equal to two percent (2%) of such purchase price. In addition, the Company paid to Knightsbridge Capital a consulting fee equal to 3.5% of the aggregate principal amount of the financing in accordance with the terms of that certain Consulting Agreement, dated November 27, 2006 and as amended on February 20, 2007, by and between the Company and Knightsbridge.

Trafalgar Capital Specialized Investment Fund, Luxembourg (Trafalgar). - continued

The February Debentures are convertible, at the option of the holder, at any time and from time to time until payment in full, all or any part of the principal amount plus accrued interest in to shares of our Common Stock at a price per share equal to $0.10.

The February Debentures mature in two (2) years and interest shall accrue on the unpaid principal at a rate equal to (a) twelve percent (12%) per annum compounded monthly from the issuance date of the February Debentures until the date that a registration statement covering shares to be issued under the February Debentures is filed with the SEC pursuant to that certain Registration Rights Agreement, of even date with the February Purchase Agreement, by and between the Company and Trafalgar (the February RRA ), whereby the Company agreed to provide to Trafalgar certain registration rights under the Securities Act, (b) ten percent (10%) per annum, compounded monthly from the date such registration statement is initially filed with the SEC until the SEC declares such registration statement effective and (c) eight percent (8%) per annum compounded monthly from the date the SEC declares such registration statement effective until paid.

In no event shall Trafalgar be entitled to convert for a number of shares of our Common Stock in excess of that number of shares of Common Stock which, upon giving effect to such conversion, would cause the aggregate number of shares of Common Stock beneficially owned by the holder and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such conversion.

The Company at its option shall have the right to redeem, with three (3) business days advance written notice, a portion or all of the outstanding February Debentures for a redemption price equal to one hundred twenty percent (120%) of the amount redeemed including accrued interest.

The February Debentures are secured by (y) substantially all of the assets of the Company in accordance with the terms of a security agreement, of even date with the February Purchase Agreement, by and between the Company and Trafalgar (the “ February Security Agreement” ) and (z) certain Pledged Shares owned by Mr. Charles Jones, the President and Chief Executive Officer of the Company, as such term is defined and in accordance with the terms of that certain pledge agreement, by and among Mr. Jones, the Company, Trafalgar and James G. Dodrill II, P.A. as escrow agent (the “ Insider Pledge Agreement” ).

In connection with the February Purchase Agreement, the Company issued to Trafalgar (A) on or about February 28, 2007: (a) a five (5) year common stock purchase warrant (as amended on August 3, 2007) for One Million Eight Hundred Thousand (1,800,000) shares of our Common Stock at an exercise price of $0.075 per share however, if after the effectiveness of a registration statement covering shares issuable under the February Debentures our Common Stock trades above $0.30, the strike price of this warrant shall be increased to $0.225 per share and (b) a five (5) year common stock purchase warrant for Five Hundred Thousand (500,000) shares of our Common Stock, at an exercise price of $0.0001 per share (the “ 500,000 Warrant” ) and (B) on or about April 17, 2007, a five (5) year common stock purchase warrant (as amended on August 3, 2007) for Four Hundred Thousand (400,000) shares of our Common Stock at an exercise price of $0.075 per share (collectively, the “ February Warrants” ); provided, however, that in no event shall the holder be entitled to exercise the February Warrants for a number of shares in excess of that number of shares of our Common Stock which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the holder and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such exercise, except within sixty (60) days of the expiration date of each February Warrant (five years from the date of each February Warrant). The February Warrants shall be exercised on a cash basis provided that the Company is not in default under the February Debentures and the shares underlying the February Warrants are subject to an effective registration statement. The warrants may be exercised on a cashless basis while the Company is in default.

THE SELLING STOCKHOLDERS - continued

Trafalgar Capital Specialized Investment Fund, Luxembourg (Trafalgar). - continued

Pursuant to the terms of the February RRA, the Company shall file, no later than ninety (90) days from the date thereof, a registration statement representing at least five (5) times the number of shares which are anticipated to be issued upon the conversion of the February Debentures. The Company shall also use its best efforts to have such registration statement declared effective by the SEC not later than one hundred fifty (150) days after the date thereof. It shall be an event of default thereunder if such registration statement is not declared effective by the SEC within one hundred twenty (120) days after the filing thereof.

The February Debentures and February Warrants were issued to persons located outside the United States who were not U.S. persons as such term is defined in Regulation S promulgated under the Securities Act, in reliance upon the exclusion from registration available under Regulation S.

We are registering Five Hundred Thousand (500,000) shares hereunder which may be issued to Trafalgar underlying the 500,000 Warrant and no shares under the February Debentures.

On August 3, 2007, the Company amended the February Purchase Agreement and agreed to issue to Trafalgar a common stock purchase warrant for the purchase of 2,500,000 shares of our Common Stock at an exercise price of $0.075 per share in consideration for Trafalgar's willingness to enter into additional financing arrangements. As of the date of this Prospectus, these warrants have not been physically issued to Trafalgar.

●

May 15, 2007 Securities Purchase Agreement . On May 15, 2007, the Company entered into a securities purchase agreement (the “ May Purchase Agreement” ) with Trafalgar pursuant to which the Company sold and issued to Trafalgar secured convertible debentures (the “ May Debentures” ) in the aggregate principal amount of Seven Hundred Thousand Dollars ($700,000), of which Seven Hundred Thousand Dollars ($700,000) was funded on May 10, 2007 in accordance with the terms of an escrow agreement, of even date with the May Purchase Agreement, by and among the Company, Trafalgar and James G. Dodrill II, P.A., as escrow agent (the “ May Escrow Agreement” ). The parties amended certain terms of the May Purchase Agreement upon the execution of that certain Amendment to Securities Purchase Agreement, Secured Convertible Debenture and Security Agreement, dated June 21, 2007, by and among the Company and Trafalgar (the “ May Amendment” ). The entire amount under the May Debentures was completely paid off as of August 17, 2007.

In connection with the May Purchase Agreement, the Company issued to Trafalgar on June 21, 2007 a five (5) year common stock purchase warrant (as amended by that certain May Amendment and as further amended on August 3, 2007 and hereinafter referred to as the “ May Warrant” ) for Five Hundred Thousand (500,000) shares of our Common Stock, at an exercise price equal to $0.075 per share; provided, however, that in no event shall the holder be entitled to exercise the May Warrant for a number of shares in excess of that number of shares of our Common Stock which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the holder and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such exercise, except within sixty (60) days of June 21, 2012. The Company agreed to register the shares underlying the May Warrant in accordance with the terms of a registration rights agreement, of even date with the May Purchase Agreement, by and between the Company and Trafalgar (the “ May RRA” ). The May Warrant shall be exercised on a cash basis provided that the Company is not in default under the May Debentures and the shares underlying the May Warrant are subject to an effective registration statement.

The May Debentures and May Warrants were issued to persons located outside the United States who were not U.S. persons as such term is defined in Regulation S promulgated under the Securities Act, in reliance upon the exclusion from registration available under Regulation S.

No shares are being registered hereunder underlying the May Warrant or pursuant to the May Debentures. As of the date of this Prospectus, the Company has fully paid off the amount under the debentures.

●

July 13, 2007 Securities Purchase Agreement . On July 13, 2007, the Company entered into a securities purchase agreement (the “ July Purchase Agreement” ) pursuant to which the Company issued to Trafalgar One Million One Hundred Eight Thousand Nine Hundred Forty-Four Dollars and Thirty-Five Cents ($1,108,944.35) in secured debentures, of which Seven Hundred Thirty-Seven Thousand Three Hundred Thirty-Five Dollars and Ninety-Five Cents ($737,335.95) was funded on July 13, 2007 pursuant to four (4) separate debentures and Three Hundred Seventy-One Thousand Six Hundred Eight Dollars and Forty Cents ($371,608.40) was funded on August 6, 2007 pursuant to four (4) separate debentures (collectively, the “ July Debentures” and each, a “ July Debenture” ) in accordance with the terms of an escrow agreement, of even date with the July Purchase Agreement, by and among the Company, Trafalgar and James G. Dodrill II, P.A., as escrow agent (the “ July Escrow Agreement” ). Payment of the unpaid principal and interest on each July Debenture shall be made from and upon receipt by the Company of the proceeds of certain accounts receivable is set forth in each July Debenture. Each July Debenture has a five (5) month maturity and accrues interest at a rate of twelve percent (12%) per annum compounded monthly from the date of each July Debenture.

THE SELLING STOCKHOLDERS - continued

Trafalgar Capital Specialized Investment Fund, Luxembourg (Trafalgar). - continued

In connection with the July Purchase Agreement, the Company paid to Trafalgar (i) a loan commitment fee equal to three percent (3%) of the purchase price and (ii) $15,000 to cover legal fees and administrative costs at closing. In addition, the Company paid to Knightsbridge Capital a consulting fee equal to 3.5% of the funding amount from Trafalgar in connection with the financing in accordance with the terms of that certain Consulting Agreement, dated November 27, 2006 as amended on February 20, 2007, by and between the Company and Knightsbridge.

The Company shall pay to the holder a redemption premium equal to one and one-half percent (1.5%) for any payments received in the first thirty (30) days after the closing date, and the redemption premium shall increase by one and one-quarter percent (1.25%) for any payments received during days thirty-one (31) through sixty (60) after the closing date and by one percent (1%) thereafter for each thirty (30) days or part thereof.

The July Debentures are each secured by separate security agreements (each, a “ July Security Agreement” ), each dated as of the date of each corresponding July Debenture, pursuant to which each July Debenture is secured by a corresponding lien upon, and a direct right of participation and the direct right of redirection of the payments relating to, certain referenced job numbers as is more fully described in Exhibit A to each July Security Agreement.

In connection with the July Purchase Agreement, the Company issued (A) Three Hundred Sixty-Eight Thousand Six Hundred Sixty-Eight (368,668) five (5) year common stock purchase warrants on July 13, 2007 with an exercise price of $0.075 per share, (B) One Million Five Hundred Thousand (1,500,000) five (5) year common stock purchase warrants on July 13, 2007 with an exercise price of $0.001 per share (the “ 1,500,000 Warrants” ) and (C) One Hundred Eighty-Five Thousand Eight Hundred Four (185,804) five (5) year common stock purchase warrants on August 6, 2007 with an exercise price of $0.075 per share (collectively, the “ July Warrants” ).

In connection with the issuance of the July Warrants, the Company and Trafalgar entered into a registration rights agreement (the “ July RRA” ), of even date with the July Purchase Agreement, pursuant to which the Company granted to Trafalgar certain registration rights with respect to the registration of shares issuable to Trafalgar upon the exercise of the July Warrants. Pursuant to the terms of the July RRA, the Company shall file, no later than ninety (90) days from the date thereof, a registration statement representing at least five (5) times the number of shares which are anticipated to be issued upon exercise of the July Warrants. The Company shall also use its best efforts to have such registration statement declared effective by the SEC not later than one hundred fifty (150) days after the date thereof. It shall be an event of default thereunder if such registration statement is not declared effective by the SEC within one hundred twenty (120) days after the filing thereof.

We are registering One Million Five Hundred Thousand (1,500,000) shares hereunder which may be issued to Trafalgar underlying the 1,500,000 Warrant. As of the date of this prospectus, the Company has repaid $304,344 of the original amount of the debentures.

●

October 2, 2007 Securities Purchase Agreement . On October 2, 2007, the Company entered into a securities purchase agreement (the “ October Purchase Agreement” ) pursuant to which the Company issued to Trafalgar up to One Million One Hundred Thousand Dollars ($1,100,000) in secured debentures (the “ October Debentures” ), of which One Million Forty-Nine Thousand Five Hundred Forty-Eight and Forty-Five Cents ($1,049,548.45) was funded on October 2, 2007 pursuant to four (4) separate debentures (collectively, the “ October Debentures” and each, an “ October Debenture” ) in accordance with the terms of an escrow agreement, of even date with the October Purchase Agreement, by and among the Company, Trafalgar and James G. Dodrill II, P.A., as escrow agent (the “ October Escrow Agreement” ) and the remainder of which shall be funded on a date that is mutually acceptable to the Company and Trafalgar. Payment of the unpaid principal and interest on each October Debenture shall be made from and upon receipt by the Company of the proceeds of certain accounts receivable is set forth in each October Debenture. Each October Debenture has a five (5) month maturity and accrues interest at a rate of twelve percent (12%) per annum compounded monthly from the date of each October Debenture.

THE SELLING STOCKHOLDERS - continued

Trafalgar Capital Specialized Investment Fund, Luxembourg (Trafalgar). - continued

In connection with the October Purchase Agreement, the Company paid to Trafalgar (i) a loan commitment fee equal to three percent (3%) of the purchase price and (ii) $15,000 to cover legal fees and administrative costs at closing. In addition, the Company paid to Knightsbridge Capital a consulting fee equal to 3.5% of the funding amount from Trafalgar in connection with the financing in accordance with the terms of that certain Consulting Agreement, dated November 27, 2006 as amended on February 20, 2007, by and between the Company and Knightsbridge. The Company has agreed to pay legal fees of $3,750 for each additional October Debenture (and corresponding transaction agreement) issued subsequent to October 2, 2007 pursuant to the October Purchase Agreement.

The October Debentures are each secured by separate security agreements (each, an “ October Security Agreement” ), each dated as of the date of the October Purchase Agreement, pursuant to which each October Debenture is secured by a corresponding lien upon, and a direct right of participation and the direct right of redirection of the payments relating to, certain referenced job numbers as is more fully described in Exhibit A to each October Security Agreement.

In connection with the October Purchase Agreement, the Company issued a five (5) year common stock purchase warrant (the “ October Warrant” ) to Trafalgar pursuant to which Trafalgar is entitled to purchase from the Company such number of shares of our Common Stock equal to 7.5% of the issued and outstanding shares of our Common Stock on the date of issuance (or 6,785,250 shares) at an exercise price of $0.001 per share or as subsequently adjusted in accordance with the terms of the October Warrant.

In connection with the issuance of the October Warrant, the Company and Trafalgar entered into a registration rights agreement (the “ October RRA” ), of even date with the October Purchase Agreement, pursuant to which the Company granted to Trafalgar certain piggy-back registration rights with respect to the registration of shares issuable to Trafalgar upon the exercise of the October Warrant. Pursuant to the terms of the October RRA, whenever the Company proposes to register any of its securities and the registration form to be used may be used for the registration of Registrable Securities (as defined therein), the Company will give prompt written notice to Trafalgar of its intention to effect such registration and will include in such registration form all Registrable Securities unless the Company has received written request for exclusion therein of a portion or all of the Registrable Securities prior to filing thereof by the Company.

We are registering Three Million Seven Hundred Thousand (1,119,160) shares hereunder which may be issued to Trafalgar underlying the October Warrant.

●

October 18, 2007 Securities Purchase Agreement . On October 18, 2007, the Company entered into a securities purchase agreement (the “ October II Purchase Agreement” ) pursuant to which the Company issued to Trafalgar Seven Hundred Fifty Thousand Dollars ($750,000) in secured debentures (the “ October II Debentures” ), of which all of which was funded on October 18, 2007 pursuant to five (5) separate debentures (collectively, the “ October II Debentures” and each, an “ October II Debenture” ) in accordance with the terms of an escrow agreement, of even date with the October II Purchase Agreement, by and among the Company, Trafalgar and James G. Dodrill II, P.A., as escrow agent (the “ October II Purchase Agreement” ). Payment of the unpaid principal and interest on each October II Debenture shall be made from and upon receipt by the Company of the proceeds of certain accounts receivable is set forth in each October II Debenture. Each October II Debenture has a (5) month maturity and accrues interest at a rate of twelve percent (12%) per annum compounded monthly from the date of each October II Debenture.

In connection with the October II Purchase Agreement, the Company paid to Trafalgar (i) a loan commitment fee equal to three percent (3%) of the purchase price and (ii) $15,000 to cover legal fees and administrative costs at closing. In addition, the Company paid to Knightsbridge Capital a consulting fee equal to 3.5% of the funding amount from Trafalgar in connection with the financing in accordance with the terms of that certain Consulting Agreement, dated November 27, 2006 as amended on February 20, 2007, by and between the Company and Knightsbridge. The Company has agreed to pay legal fees of $3,750 for each additional October II Debenture (and corresponding transaction agreement) issued subsequent to October 18, 2007 pursuant to the October II Purchase Agreement.

THE SELLING STOCKHOLDERS - continued

Trafalgar Capital Specialized Investment Fund, Luxembourg (Trafalgar). - continued

The October II Debentures are each secured by separate security Agreements (each, an “ October II Security Agreement” ), each dated as of the date of the October II Purchase Agreement, pursuant to which each October II Debenture is secured by a corresponding lien upon, and a direct right of participation and the direct right of redirection of the payments relating to, certain referenced job numbers as is more fully described in Exhibit A to each October II Security Agreement.

In connection with the October II Purchase Agreement, the Company issued (i) a five (5) year common stock purchase warrant (the “ October II Warrant A” ) for Three Hundred Seventy-Five Thousand ( 375,000) shares of our Common Stock at an exercise price equal to $0.075 per share and (ii) a five (5) year common stock purchase warrant for One Million Five Hundred Thousand (1,500,000) shares of our Common Stock at an exercise price equal to $0.001 per share (the “ October II Warrant B” and together with the October II Warrant A, the “ October II Warrants” ); provided, however, that in no event shall the holder be entitled to exercise the October II Warrants for a number of shares in excess of that number of shares of our Common Stock which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the holder and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such exercise, except within sixty (60) days of the expiration date of each October II Warrant (five years from the date of each October II Warrant).

In connection with the issuance of the October II Warrant, the Company and Trafalgar entered into a Registration Rights Agreement (the “ October II RRA” ), of even date with the October II Purchase Agreement, pursuant to which the Company granted to Trafalgar certain piggy-back registration rights with respect to the registration of shares issuable to Trafalgar upon the exercise of the October II Warrant. Pursuant to the terms of the October II RRA, whenever the Company proposes to register any of its securities and the registration form to be used may be used for the registration of Registrable Securities (as defined therein), the Company will give prompt written notice to Trafalgar of its intention to effect such registration and will include in such registration form all Registrable Securities unless the Company has received written request for exclusion therein of a portion or all of the Registrable Securities prior to filing thereof by the Company.

We are registering One Million Five Hundred Thousand (1,500,000) shares hereunder which may be issued to Trafalgar underlying the October II Warrant B.

●

December 31, 2007 Securities Purchase Agreement . On December 31, 2007, the Company entered into a Securities Purchase Agreement (the “ December Purchase Agreement ”) with Trafalgar pursuant to which the Company sold to Trafalgar, and Trafalgar purchased from the Company, Three Million Five Hundred Thousand Dollars ($3,500,000) of secured convertible debentures (the “ December Debenture ”), which shall be convertible into shares of Common Stock. Prior to December 31, 2007, Trafalgar had purchased certain other convertible debentures from the Company (as described herein above), with an amount outstanding owed by the Company equal to Two Million Five Hundred Twenty-Five Thousand Dollars ($2,525,000 at December 31, 2007 (the “P rior Convertible Debentures ”). In connection with the December Purchase Agreement, the Prior Convertible Debentures were cancelled, the purchase price was credited by the amount outstanding under the Prior Convertible Debentures and Trafalgar purchased an additional Nine Hundred Seventy-Five Thousand Dollars ($975,000) of convertible debentures (the “ Commitment Amount ”). Pursuant to the terms of the December Purchase Agreement, the Company agreed to pay to Trafalgar a commitment fee of six percent (6%) of the Commitment Amount, a structuring fee of Fifteen Thousand Dollars ($15,000) and a warrant to purchase Seven Million Five Hundred Thousand (7,500,000) shares of Common Stock for a period of five (5) years at an exercise price equal to $0.001 per share (the “ December Warrant ”).

The aggregate proceeds of the sale of the December Debenture were held in escrow pursuant to the terms of that certain Escrow Agreement, of even date with the SPA, by and among the Company, Trafalgar and James G. Dodrill II, P.A. pursuant to which the escrow agent agreed to deliver to the Company the aggregate proceeds for the December Debenture, minus the fees and expenses set forth in the SPA, and the Company agreed to deliver the Debenture to Trafalgar (the “ December Escrow Agreement ”).

The December Debenture matures on December 31, 2009 with interest on the unpaid principal of the December Debenture accruing at twelve percent (12%) per annum compounded monthly from December 31, 2007. Pursuant to the terms of the December Debenture, the Company is obligated to redirect payment of all of its accounts receivable to Trafalgar, which shall deduct any fees, redemption premium, and interest owing from the receivables. Trafalgar is entitled to convert all or any part of the principal amount of the December Debenture (plus accrued interest) into shares of Common Stock at the price of $0.05 per share until the Company has satisfied payment of the December Debenture in full. In no event shall Trafalgar be entitled to convert the December Debenture into a number of shares of Common Stock, which upon the effect of such conversion, would cause the aggregate number of shares of Common Stock held by Trafalgar and its affiliates to exceed 4.99% of the outstanding shares of Common Stock. The Company must reserve and keep available such number of shares of Common Stock as shall from be sufficient to affect such conversion of the Debenture at the conversion price. The Company must make interest-only payments for months one through six (1 – 6) following December 31, 2007. After such time, the Company must make minimum principal payments of One Hundred Thousand Dollars ($100,000) per month in months seven through nine (7 – 9), One Hundred Fifty Thousand Dollars ($150,000) per month in months ten through twelve (10 – 12), Two Hundred Thousand Dollars ($200,000) per month in months thirteen through twenty-four (13 - 24) and a balloon payment of Three Hundred Fifty Thousand Dollars ($350,000) on December 31, 2009. The Company shall pay a ten percent (10%) premium for all principal amounts redeemed. At the time that interest is payable, Trafalgar may elect to be paid in cash or in shares of Common Stock.

THE SELLING STOCKHOLDERS - continued

Trafalgar Capital Specialized Investment Fund, Luxembourg (Trafalgar). - continued

All investment decisions of Trafalgar are made by Trafalgar Capital SARL and more specifically , Andrew Garai, Chairman of the Board.

Additional Information R egarding the Trafalgar Transactions

Liquidated Damages Under the February RRA

As a result of not having a registration statement declared effective within one hundred fifty (150) days after the date of the February RRA, the Company shall pay to Trafalgar, within three (3) business days after demand therefor, liquidated damages equal to two percent (2%) of the liquidated value of the February Debentures outstanding for each thirty (30) day period following such deadline in accordance with the terms of the F e bruary RRA. As of March 31, 2008 , Trafalgar has not made such demand , however the Company could be obligated to pay to Trafalgar $351,540.

Market Value of Trafalgar Warrants

We issued to Trafalgar warrants to purchase an aggregate total of 23,914,722 shares of our Common Stock , exercisable on a cash basis provided we are not in default the convertible debentures with the aggregate market price at the date of issuance of $3,359,089.18 if exercised on a cash basis, as reflected in the table b elow:

Warrant Name	Date Issued (1)	Number of Share Warrants (2)		Number of warrants Being Registered Hereunder (3)		Market Price on Day of Issuance (4)		Total Amount at Market (5)
February Warrant A	2/28/2007		1,800,000		-	$	0.14	$	252,000.00
500,000 Warrant	2/28/2007		500,000		500,000		0.25		125,000.00
February Warrant B	4/17/2007		400,000		-		0.14		56,000.00
May Warrant	6/18/2007		500,000		-		0.14		70,000.00
1,500,000 Warrant	7/14/2007		1,500,000		1,500,000		0.15		225,000.00
July Warrant A	7/14/2007		368,668		-		0.15		55,300.20
February Warrant C	7/31/2007		2,500,000		-		0.14		350,000.00
July Warrant B	8/14/2007		185,804		-		0.12		22,296.48
October Warrant	10/8/2007		6,785,250		1,119,160		0.17		1,153,492.50
October II Warrant B	10/17/2007		1,500,000		1,500,000		0.16		240,000.00
October II Warrant A	10/17/2007		375,000		-		0.16		60,000.00
December Warrant	12/31/2007		7,500,000		-	$	0.10		750,000.00

Total			23,914,722		4,619,160			$	3,359,089.18

(1)	Date the warrants were issued to Trafalgar

(2)	Total number of shares of common stock underlying each warrant assuming full exercise as of the date of the sale of the warrants.

(3)	Number of shares of the warrant to be registered on this Registration Statement .

(4)	Market p rice per share of our common stock on the date of the sale of the warrants.

(5)	Total market value of the shares of common stock underlying each warrant assuming full exercise of each warrant as of the date of the sale of the warrants based on the market p rice of the common stock on the date of the sale of the warrants.

THE SELLING STOCKHOLDERS - continued

Fees Paid (and To Be Paid) Pursuant to Trafalgar Transactions

The following table shows payments that the Company has paid or could be required to pay and could be required to pay in connect ion with the Trafalgar transactions set forth above:

	Gross amount of loan repayment (1)		Commitment fee to Trafalgar (2)		Structuring fee to Trafalgar (3)		Facility Commitment fee to Trafalgar (4)		Finder's fee to Knights- bridge (5)		Maximum Interest Expense (6)		Misc wire Fees		Maximum Liquidated Damages (7)		Maximum Redemption Premiums (8)
	$	1,000,000	$	80,000	$	22,500	$	20,000	$	35,000	$	240,000	$	114	$	100,000	$	200,000
		400,000		32,000		-		8,000		14,000		96,000		89		40,000		80,000
		400,000		32,000		-		8,000		14,000		96,000		89		16,000		80,000
		700,000		56,000		3,500		14,000		21,000		168,000		89		-		140,000
		737,336		-		15,000		22,120		16,060		176,961		89		110,600		147,467
		371,608		11,148		15,000		-		5,574		89,186		99		55,741		74,322
		1,049,548		-		15,000		31,486		23,243		251,892		99		157,432		209,910
		750,000		22,500		15,000		-		11,250		180,000		99		112,500		150,000
		975,000		58,500		15,000		-		29,250		234,000		144		146,250		195,000

Totals	$	6,383,493	$	292,148	$	101,000	$	103,607	$	169,377	$	1,532,038	$	909	$	738,524	$	1,276,699

	Gross proceeds of loans (9)		Total Maximum payments(10)		Proceeds from sale of warrants(11)		Total Possible payments to selling shareholders and affiliates(12)		Total net Proceeds to the company(13)
Totals	$	6,383,493	$	4,214,302	$	477,046	$	90,000	$	2,556,236

(1)

The gross amount of loan repayment that we will repay for principal.

(2)

Amount of Commitment Fee due to Trafalgar on certain loan payments, loan amounts 1, 2, 3, and 4 are at eight percent, and loan amounts 6, 8, and 9 are variable rates per the note terms.

(3)

Structuring fees paid to Affiliates of Trafalgar and Trafalgar in connection with the loan transactions.

(4)

Facility Commitment fees due to Trafalgar per loan documents.

(5)

Finder’s fees due to Knightsbridge Financial, and affiliate of Trafalgar, per funding agreements.

(6)

Maximum amount of interest that can accrue assuming all the debentures remaining outstanding until the maturity date. The Company, at its option, may pay accrued interest in either cash or, in shares of its common stock.

(7)

Maximum amount of liquidated damages the Company may be required to pay for the twelve (12) months following the sale of the all debentures.

(8)

Under certain circumstances we have the right to redeem the full principal amount of the debentures prior to the maturity date by repaying the principal plus a redemption premium equal to 20%. This represents the maximum redemption premium the Company would pay assuming we redeem the all of the debentures prior to maturity at the redemption premium.

(9)

Total amount of loan proceeds to the Company

(10)

Total maximum payments from above table

(11)

Total proceeds if all warrants were exercised per table below

(12)

Total possible payments to be made in the next year to the selling shareholders and affiliates per agreements, One consulting agreement is in place for $7,500 per month to an affiliate of the selling shareholder for services.

(13)

Total net proceeds to the company by adding number (9) plus number (11) and subtracting (10) and (12).

THE SELLING STOCKHOLDERS - continued

Trafalgar Capital Specialized Investment Fund, Luxembourg (Trafalgar). - continued

Warrant Discount Info rmation

The table below sets forth the possible profit that Trafalgar could realize as a result of the exercise discounts for securities underlying the warrants:

Warrant Name	Date Issued	Number of share warrants (1)		Market Price day of issue (2)		Total Amou nt at market (3)		Exercise Price Per Share (4)	Total Amount at Exercise Price (5)		Amount of Profit per Share (6)	Total Amount of Profit (7)
February Warrant A	2/28/2007		1,800,000	$	0.14	$	252,000.00	$ 0.0750	$	135,000.00	$ 0.0650	$	117,000.00
500,000 Warrant	2/28/2007		500,000		0.25		125,000.00	$ 0.0001		50.00	$ 0.2499		124,950.00
February Warrant B	4/17/2007		400,000		0.14		56,000.00	$ 0.0750		30,000.00	$ 0.0650		26,000.00
May Warrant	6/18/2007		500,000		0.14		70 ,000.00	$ 0.0750		37,500.00	$ 0.0650		32,500.00
1,500,000 Warrant	7/14/2007		1,500,000		0.15		225,000.00	$ 0.0010		1,500.00	$ 0.1490		223,500.00
July Warrant A	7/14/2007		368,668		0.15		55,300.20	$ 0.0750		27,650.10	$ 0.0750		27,650. 10
February Warrant C	7/31/2007		2,500,000		0.14		350,000.00	$ 0.0750		187,500.00	$ 0.0650		162,500.00
July Warrant B	8/14/2007		185,804		0.12		22,296.48	$ 0.0750		13,935.30	$ 0.0450		8,361.18
October Warrant	10/8/2007		6,785,250		0.17		1, 153,492.50	$ 0.0010		6,785.25	$ 0.1690		1,146,707.25
October II Warrant B	10/17/2007		1,500,000		0.16		240,000.00	$ 0.0010		1,500.00	$ 0.1590		238,500.00
October II Warrant A	10/17/2007		375,000		0.16		60,000.00	$ 0.0750		28,125.00	$ 0.0850		31,875.00
December Warrant	12/31/2007		7,500,000	$	0.10		750,000.00	$ 0.0010		7,500.00	$ 0.0990		742,500.00

Total			23,914,722			$	3,359,089.18		$	477,045.65		$	2,882,043.53

(1)	Total number of shares of common stock underlying each warrant assuming full exercise as of the date of the sale of the warrants.
(2)	Market price per share of our common stock on the date of the sale of the warrants.
(3)	Total market value of the shares of common stock underlying each warrant assuming full exercise of each warrant as of the date of the sale of the warrants based on the market price of the common stock on the date of the sale of the warrants.
(4)	Exercise price per share of the Company’s common stock on the date of the sale and issuance of the warrants. The exercise price of the warrants is fixed pursuant to the terms of each of the warrants.
(5)	Total value of shares of common stock underlying each warrant assuming full exercise of each warrant as of the date of the sale of the warrants and based on the conversion price.
(6)	Amount of profit per share realized if the underlying shares were converted on the date of issuance fully.
(7)	Total amount of profit realized if the underlying warrants were converted into shares fully on the date of issuance.

THE SELLING STOCKHOLDERS - continued

Trafalgar Capital Specialized Investment Fund, Luxembourg (Trafalgar). - continued

Debenture Conversion Discount Information

The table below sets forth the possible profit that Trafalgar could realize as a result of the conversion discounts for securities underlying the debentures:

Date Issued	Amount of Debt (1)		Conversion Pr ice Per Share (2)	Number of shares for conversion (3)		Market Price day of issue (4)	Total Amount at market (5)		Amount of Profit per Share (6)	Total Amount of Profit (7)
2/28/2007	$	1,800,000.00	$ 0.10		18,000,000	$ 0.14	$	2,520,000.00	$ 0.04	$	720,000.00
12/31/2007		3,500,000.00	$ 0.05		70,000,000	$ 0.10		7,000,000.00	$ 0.05		3,500,000.00
Total	$	5,300,000.00			88,000,000		$	9,520,000.00		$	4,220,000.00

(1)	Total value of shares of common stock underlying the debentures assum ing full conversion of the debentures as of the date of the sale of the debentures and based on the conversion price.

(2)

Conversion price per share of the Company ’ s common stock underlying the debentures on the date of the sale of the debentures. Pursuant to the terms of the debentures, the conversion price is set at $0.10 for the Convertible Debentures dated on February 28, 2007, and at $0.05 for the Convertible Debentures dated December 31, 2007.

(3)	Total number of shares of common stock underlying the debentu res assuming full conversion as of the date of the sale of the debentures.

(4)	Market price per share of our common stock on the date of the sale of the debentures.

(5)	Total market value of shares of common stock underlying the debentures assuming full conversion as of the date of the sale of the debentures and based on the market price of the common stock on the date of the sale of the debentures.

(6)	Amount of Profit per share assuming conversion of the debentures on the date of sale by subtracting the conversion pr ice per share from the market price per share on the date of sale.

(7)	Amount of possible profit calculated by subtracting the result in footnote (5) from the result in footnote (1).

Total Possible Profit to Trafalgar

We have the intention and a reasonable bas is to believe that we will have the financial ability to make all payments on the overlying securities . The table below sets forth the total possible profit and return on investment to be gained by Trafalgar in connection with the Trafalgar transactions:

Gross amount of payment (1)				Total maximum payments (2)				Net proceeds to Company (3)				Total possible Profit to Trafalgar (4)				Return on Investment (5)
$	6,860,538.45			$	4,304,302.12			$	2,556,236.33			$	7,102,043.53				446.22	%

(1)

Total gross proceeds from loans and exercise of warrants received by the Company.

(2)

Total maximum payments payable by the Company for fees, interest, liquidated damages, consulting fees payable, and redemption premiums to Trafalgar and affiliates.

(3)

Total net proceeds to the Company calculated by subtracting the result in footnote (2) from the result in footnote (1).

(4)

Total possible profit to Trafalgar based on the aggregate discount to market price of the conversion of the convertible debentures and warrants, based on the conversion terms, and the market price on dates of sale.

(5)

Percentage equal to the total amount of possible payments to Trafalgar under the convertible debentures ($4,304,302) plus total possible discount to the market price of the shares underlying the convertible debentures ($4,220,000), plus profit from 23,914,722 warrants in the money as of December 31, 2007 ($2,882,044), divided by the net proceeds to the Company resulting from the sale of the convertible debentures and underlying warrants ($2,556,236).

THE SELLING STOCKHOLDERS - continued

Trafalgar Capital Specialized Investment Fund, Luxembourg (Trafalgar). - continued

Summary of Transactions

The table below summarizes all prior securities transactions between the Company and Trafalgar:

Name	Date of Trans-action (1)	Total number of shares of common stock outstanding before transaction (2)		Number of shares of common stock held by selling shareholders and affiliates before transaction (3)		Number of shares of common stock held by others (4)		Number of shares to Selling share-holders and affiliates (5)		Total number of shares of common stock (6)		% of total issued and out-standing (7)			Market price per share immediately prior to the trans-action (8)		Current market price per share (9)

February Warrant A	2/28/2007		94,114,750		-		94,114,750		1,800,000		95,914,750		1.88	%		0.23		0.09
500,000 Warrant	2/28/2007		95,914,750		1,800,000		94,114,750		500,000		96,414,750		0.52	%		0.23		0.09
February Debentures	2/28/2007		96,414,750		2,300,000		94,114,750		18,000,000		114,414,750		15.73	%		0.23		0.09
Knights-bridge	3/5/2007		114,414,750		20,300,000		94,114,750		500,000		114,914,750		0.44	%		0.25		0.09
February Warrant B	4/17/2007		114,914,750		20,800,000		94,114,750		400,000		115,314,750		0.35	%		0.27		0.09
May Warrant	6/18/2007		115,314,750		21,200,000		94,114,750		500,000		115,814,750		0.43	%		0.15		0.09
1,500,000 Warrant	7/14/2007		115,814,750		21,700,000		94,114,750		1,500,000		117,314,750		1.28	%		0.15		0.09
July Warrant A	7/14/2007		117,314,750		23,200,000		94,114,750		368,668		117,683,418		0.31	%		0.15		0.09
February Warrant C	7/31/2007		117,683,418		23,568,668		94,114,750		2,500,000		120,183,418		2.08	%		0.12		0.09
July Warrant B	8/14/2007		120,183,418		26,068,668		94,114,750		185,804		120,369,222		0.15	%		0.12		0.09
October Warrant	10/8/2007		120,369,222		26,254,472		94,114,750		6,785,250		127,154,472		5.34	%		0.16		0.09
October II Warrant B	10/17/2007		127,154,472		33,039,722		94,114,750		1,500,000		128,654,472		1.17	%		0.14		0.09
October II Warrant A	10/17/2007		128,654,472		34,539,722		94,114,750		375,000		129,029,472		0.29	%		0.14		0.09
December Warrant	12/31/2007		129,029,472		34,914,722		94,114,750		7,500,000		136,529,472		5.49	%		0.08		0.09
December Debentures	12/31/2007		136,529,472		42,414,722		94,114,750		70,000,000		206,529,472		33.89	%		0.08		0.09
Interest Payment Conversion	3/6/2008		206,529,472		112,414,722		94,114,750		845,886		207,375,358		0.41	%		0.08		0.09
			207,375,358		113,260,608		94,114,750		-		207,375,358

(1)

Date of transaction

(2)

Number of shares outstanding immediately prior to transaction, including any selling shareholders and affiliates.

(3)

Number of shares held by the selling shareholders and affiliates immediately prior to the transaction.

(4)

Number of shares outstanding held by others.

(5)

Number of shares to selling shareholders and affiliates in this transaction, if the transaction was converted or exercised in full on the date of transaction.

(6)

Total number of shares outstanding after giving effect to the transaction.

(7)

Percentage of total outstanding shares held by others divided by the issued shares in the transaction.

(8)

Market price of the Company’s shares immediately prior to the transaction.

(9)

Current market price per share.

THE SELLING STOCKHOLDERS - continued

Trafalgar Capital Specialized Investment Fund, Luxembourg (Trafalgar). - continued

Risks Relating to Trafalgar Sales

There are certain risks related to sales by Trafalgar, including:

To the extent Trafalgar sells its shares of our Common Stock, the Common Stock price may decrease due to the additional shares in the market. This could lead to Trafalgar selling additional amounts of our Common Stock, the sales of which would further depress the stock price.

The significant downward pressure on the price of our Common Stock as Trafalgar sells material amounts of Common Stock could encourage short sales by Trafalgar or others. This could place further downward pressure on the price of our Common Stock.

Knightsbridge Capital (Knightsbridge)

Consulting Agreement . On November 27, 2006, the Company entered into that certain Consulting Agreement with Knightsbridge pursuant to which Knightsbridge shall provide to the Company consulting advice, a copy of which is attached hereto as Exhibit 10.7. On February 20, 2007, the Company and Knightsbridge amended the November 27, 2006 Consulting Agreement pursuant to which the Company limited monthly retainer and equity based compensation by fifty percent (50%) payable to Knightsbridge under the original agreement in the event that the Company enters into financing arrangements with alternative sources. A copy of the Amendment is attached hereto as Exhibit 10.8. On March 5, 2007, the Company issued Five Hundred Thousand (500,000) shares to Knightsbridge in consideration for consulting services provided by Knightsbridge. We are registering these Five Hundred Thousand (500,000) shares hereunder. All investment decisions of Knightsbridge are made by Alyce Schreiber.

USE OF PROCEEDS

This Prospectus relates to shares of our Common Stock that may be offered and sold from time to time by the selling stockholders. There will be no proceeds to us from the sale of shares of Common Stock in this offering.

PLAN OF DISTRIBUTION

The selling stockholders have advised us that the sale or distribution of our Common Stock owned by the selling stockholders may be effected directly to purchasers by the selling stockholders as principal or through one or more underwriters, brokers, dealers or agents from time to time in one or more transactions (which may involve crosses or block transactions). Cu rrently, there is no market for our shares of Common Stock. The selling stockholders will sell shares of Common Stock at a fixed price (which is quantified in this Prospectus), until our Common Stock is quoted on the OTC Bulletin Board and thereafter at the prevailing market prices or privately negotiated prices, in each case as determined by the selling stockholders or by agreement between the selling stockholders and underwriters, brokers, dealers or agents, or purchasers. If the selling stockholders effect such transactions by selling their shares of our Common Stock to or through underwriters, brokers, dealers or agents, such underwriters, brokers, dealers or agents may receive compensation in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of Common Stock for whom they may act as agent (which discounts, concessions or commissions as to particular underwriters, brokers, dealers or agents may be in excess of those customary in the types of transactions involved).

Under the securities laws of certain States, the shares of our Common Stock may be sold in such States only through registered or licensed brokers or dealers.

The selling stockholders are advised to ensure that any underwriters, brokers, dealers or agents effecting transactions on behalf of the selling stockholders are registered to sell securities in all fifty (50) States. In addition, in certain states shares of our Common Stock may not be sold unless the shares have been registered or qualified for sale in such State or an exemption from registration or qualification is available and is complied with.

We will pay all expenses incident to the registration, offering and sale of the shares of our Common Stock to the public hereunder other than commissions, fees and discounts of underwriters, brokers, dealers and agents. If any of these other expenses exists, we expect the selling stockholders to pay these expenses.

We estimate that the expenses of the offering to be borne by us will be approximately $85,000. The offering expenses consisted of: an SEC registration fee of approximately $28, printing expenses of $2,500; accounting fees of $15,000; legal fees of $40,000 and miscellaneous expenses of $37,472. We will not receive any proceeds from the sale of any of the shares of our Common Stock by the selling stockholders.

The selling stockholders should be aware that the anti-manipulation provisions of Regulation M under the Exchange Act will apply to purchases and sales of shares of our Common Stock by the selling stockholders, and that there are restrictions on market-making activities by persons engaged in the distribution of the shares. Under Registration M, the selling stockholders or their agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our Common Stock while such selling stockholders are distributing shares covered by this Prospectus. The selling stockholders are advised that if a particular offer of Common Stock is to be made on terms constituting a material change from the information set forth above with respect to the Plan of Distribution, then, to the extent required, a post-effective amendment to the accompanying Registration Statement must be filed with the SEC.

DILUTION

The net tangible book value (deficit) of our Company as of March 31, 2008 was $(2,761,487) or $(0.03) per share of Common Stock. Net tangible book value (deficit) per share is determined by dividing the tangible book value of our Company (total tangible assets less total liabilities) by the number of outstanding shares of our Common Stock at March 31, 2008. Since this offering is being made solely by the selling stockholders and none of the proceeds will be paid to our Company, our net tangible book value (deficit) will be unaffected by this offering.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Introduction

The following discussion and analysis should be read in conjunction with the Financial Statements and the Notes thereto included herein. The information contained below includes statements of CMARK's or management's beliefs, expectations, hopes, goals and plans that, if not historical, are forward-looking statements subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. For a discussion on forward-looking statements, see the information set forth in the Section herein entitled "Forward Looking Statements".

Overview

About us: We are a Service-Disabled Veteran Owned Small Business (SDVOSB) that provides a wide array of services and products in the areas of construction, interior systems, and hospitality operations primarily to the U.S. Federal government and U.S. Federal government prime contractors.

Throughout the years, we have developed relationships with strategic partners across many industries to service our wide customer base, including the U.S. Government Department of Defense (DOD), non-DOD agencies and U.S. Government prime contractors. Through the development of these relationships and focused expansion, our business has grown to include a multitude of products and services and a wide geographic coverage as well.

Today, through our eight (8) U.S. and two (2) international offices, we combine an extensive product line and dedicated serving capabilities with worldwide application knowledge of all types of military bases, hospitals, prisons, schools, office buildings, embassies and military vessels, to provide services can products in a variety of areas including:

Products:

Food Service Equipment

Building and Interior Systems

Industrial Consumables

Furniture

Medical Equipment and Supplies

Services:

Design and Construction

Interior Buildouts

Food and Hospitality Operations

Equipment Maintenance

Our History

CMARK International, Inc. (formerly known as Commercial Marketing Corp.) was founded in South Carolina in June of 2000 by our current President and Chief Executive Officer Mr. Charles W. Jones, Jr., a former habitability officer in the U.S. Navy and a Service-Disabled Veteran. The original business operation provided interior systems products and services to the U.S. Federal Government, specifically the redesign and refurbishing of U.S. Navy craft.

In 2002 we expanded with the opening of our West Coast office in San Diego, CA in order to take advantage of the concentration of Navy and other U.S. government facilities in that area. We continued our expansion in 2003 by opening our Gulf Coast office in Mobile, AL.

In late 2003 legislation was passed by congress which mandated goaling requirements for government expenditures designed to give socio-economic beneficial status to companies like ours, certified as Service Disabled Veteran Owned Small Businesses. This legislation provided an opportunity for us to continue our development model and expand the types of goods and services that we were able to provide to our customers as they worked to achieve the newly mandated goals.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

In the 3 rd quarter of 2005, in the aftermath of Hurricane Katrina, our ability to both provide food service equipment and manage the preparation and service of the food, allowed us to assist in the relief efforts in New Orleans by operating a contingency hospitality operation feeding relief workers for a period in excess of 5 months. This operation allowed for growth not only in revenue levels and net profits, but also in exposure for our company. We continued our expansion with the opening of two (2) more regional sales offices in Arizona, Washington DC.

In order to continue to fund our growth and offer a means to attract potential capital partners, we became a publicly traded company in June of 2006 and currently trade on the Pink Sheets under the symbol “CMIT”

Since 2006 we have continued to build our business through the cultivation of more new strategic relationships to further the expansion of our product and service offerings, and the continued geographic expansion with the opening of three (3) more regional office locations in Virginia, Kansas and North Carolina.

Critical Accounting Policies

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

Our critical accounting policies are those where we have made difficult, subjective or complex judgments in making estimates, and/or where these estimates can significantly impact our financial results under different assumptions and conditions. Our critical accounting policies are as follows:

Work in progress inventories

Work in progress inventories, represent job specific inventories, consist of finished goods and are valued at the lower of cost or market. Since the Company’s vendors drop ship the inventories to the Company’s customers, the work-in-progress inventories are primarily either held at customer sites or near-by staging areas or are in-transit and represent inventories that the Company’s has not billed to customers since revenue recognition policy requirements have not been met as of the financial statements reporting date. Management performs periodic assessments to determine the existence of obsolete, slow moving and non-saleable inventories, and records necessary provisions to reduce such inventories to net realizable value. We recognize all inventory reserves and write-downs as a component of product costs of goods sold.

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

Critical Accounting Policies - continued

Revenue and cost recognition

We analyze each of our deliverables in an arrangement to determine whether they represent separate units of accounting, according to EITF 00-21. In an arrangement with multiple deliverables, the delivered items should be considered a separate unit of accounting if all of the following criteria are met:

The delivered items have value to the customer on a standalone basis. That item has value on a standalone basis if it is sold separately by any vendor or the customer could resell the delivered items on a standalone basis.

There is objective and reliable evidence of the fair value of the undelivered item(s).

If the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the vendor.

Typically, for non-construction type contracts entered into by the Company, our multiple element deliverables includes goods and installation of those goods. Typically the value of each component of the multiple deliverable is identifiable. Accordingly, we can assign fair values to each component separately and be able to allocate costs and revenues to both the delivered and the undelivered components.

All our revenues are recognized when services, supplies and/or equipment are provided/ shipped to or received by the customers at contracted amounts pursuant to contract terms. Components staged for later shipment are considered work in progress inventory and are recorded at cost. We do not record the revenue on these items until they have been shipped to or received by the customer according to the contract terms. We have no “bill and hold” arrangements with our customers. Customer advance payments are recorded as deferred revenue until earned. We do not create a provision for customer returns based on our policy that customers have no right of return privileges, and once title transfers to them, our obligation ends The only future obligation that we have is warranty and we provide only the manufacturer’s warranty, therefore, we have no obligation beyond that.

We recognize revenues and report profits from short-term construction contracts under the completed-contract method. These contracts generally do not extend for periods in excess of one year. Contract costs are accumulated as deferred assets and billings and/or cash received is charged to a deferred revenue liability account, during the periods of construction, but no revenues, costs, or profits are recognized in operations until the period upon completion of the contract. Costs include direct material, direct labor, and project related overhead. A contract is considered complete when all costs except insignificant items have been incurred and the installation is operating according to specifications or has been accepted by the customer. Corporate general and administrative expenses are charged to the periods as incurred. Provisions for estimated contract losses, if any, is made in the period that such losses are determined. Claims are included in revenues when received and claims related to unpaid amounts recorded as accounts payable to subcontractors are included in revenues if the dispute is resolved to the benefit of the Company. Revenues from construction contracts are included in the interior build-outs revenue classification in the accompanying statements of operations.

The deferred asset (accumulated contract costs) in excess of the deferred liability (billings and/or cash received) is classified as a current asset under costs in excess of billings on uncompleted contracts. The deferred liability (billings and/or cash received) in excess of the deferred asset (accumulated contract costs) is classified under current liabilities as billings in excess of costs on uncompleted contracts. Contract retentions are included in contracts receivable.

Cost of revenues includes all direct materials, supplies, contracted services and any other associated items at incurred costs. Construction costs incurred are outsourced and included in contracted services. Selling, general and administrative expenses are treated as period expenses, and therefore are not a component of cost of revenues.

Foreign Currency Transactions

Funding for the Company’s convertible debentures originated in Euros. The debentures contain certain foreign currency exchange rate protection clauses for the benefit of the lender. These clauses, in substance, put the Company at risk for Euro to dollar decreases in the exchange rate between Euros and U.S. Dollars since the closing dates exchange rates, however, these clauses do not allow the Company to adjust the debenture related payable balances for Euro to dollar increases in the exchange rate since the debenture closing dates exchange rates. Accordingly, pursuant to Statement of Financial Accounting Standards No. 52, “Foreign Currency Translation ” the Company adjusts the balances of principal, accrued interest and liquidated damages at each reporting date for changes in the exchange rate. The Company may also transact other operating transactions in a foreign currency. Gains and losses resulting from the debenture or other foreign currency transactions are recognized in operations of the period incurred.

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

Concentration of Credit Risk

The majority of our accounts receivable are from Federal or State governments and institutions for whom the Company works as the general contractor, subcontractor, or materials supplier. We have developed a working knowledge of the credit risk associated with the jobs in our market segments.

We maintain our cash balances at two financial institutions and had a balance in excess of FDIC insurance of $750,606 and $33,303 as of December 31, 2007 and 2006 , respectively.

Recently Adopted Accounting Standards

Below is a listing of the most recent accounting standards and their effect on the Company.

SFAS 157

In September 2006, the FASB issued SFAS 157, Fair Value Measurements (“SFAS 157”). SFAS 157 provides guidance on the application of fair value measurement objectives required in existing GAAP literature to ensure consistency and comparability. Additionally, SFAS 157 requires additional disclosures on the fair value measurements used. SFAS 157 is effective for fiscal years beginning after November 15, 2007. We believe the adoption of SFAS 157 will not have a material impact on its financial statements

SFAS 158

Also in September 2006, the FASB issued SFAS 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an Amendment of FASB Statements No. 87, 88, 106, and 132(R) (“SFAS 158”). SFAS 158 requires companies to recognize the overfunded or underfunded status of a defined benefit post-retirement plan as an asset or liability in their balance sheet and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. The statement’s provisions related to the recognition of the funded status of a defined benefit postretirement plan and required disclosures are effective for fiscal years ending after December 15, 2006. The requirement to measure plan assets and the benefit obligation as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008.

The provisions of SFAS 158 do not have a material effect on our financial statements as we currently have no defined benefit plan.

SFAS 159

In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities Fair Value Measurements (“SFAS 159”). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of adopting SFAS No. 159 on our financial statements.

The adoption of these new Statements is expected to have a material effect on the Company’s financial position, results of operations, and cash flows in future periods.

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

Results Of Operations For The Year Ended December 31, 2007 As Compared With The Year Ended December 31, 2006 And For the Three (3) Months Ended March 31, 2008 As Compared With The Three (3) Months Ended March 31, 2007

	For the Year Ended
	December 31,
	2007			2006			Change			% Change
Revenues	$	9,875,304		$	7,260,651		$	2,614,653			36.01	%

Cost of Revenues		8,684,419			6,185,115			2,499,304			40.41	%

Gross Profit		1,190,885			1,075,536			115,349			10.72	%

General and Administrative Expense		3,956,353			3,108,128			848,225			27.29	%
Other (Income)/ Expense		3,543,485			179,493			3,363,992			1874.16	%

Net Income/ (Loss)	$	(6,308,953	)	$	(2,212,085	)	$	(4,096,868	)		185.20	%

	For the Three Months Ended
	March 31,
	2008			2007			Change			% Change
Revenues	$	4,461,956		$	1,587,378		$	2,874,578			181.09	%

Cost of Revenues		3,626,179			1,392,067			2,234,112			160.49	%

Gross Profit		835,777			195,312			640,465			327.92	%

General and Administrative Expense		1,492,433			932,835			559,598			59.99	%
Other (Income)/ Expense		1,398,398			88,787			1,309,611			1475.00	%

Net Income/ (Loss)	$	(2,055,053	)	$	(826,311	)	$	(1,228,742	)		148.70	%

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

Business Product Group Segment Anylsis For The Year Ended December 31, 2007 As Compared With The Year Ended December 31, 2006 And For the Three (3) Months Ended March 31, 2008 As Compared With The Three (3) Months Ended March 31, 2007

	Product Group 1				Product Group 2				Product Group 3
	Construction and design or Interior buildouts	Food service equipment, products, and supplies	Interior Furniture and furnishings	Group Total	Food Relief and catering services, and food and beverage unit	Maintenance and parts	Base operational support	Group Total	Medical equipment	Misc industrial Products	Information technology and emerging products	Group Total	Misc sales and purchase discounts, and freight income	Company Total

For the Year Ended December 31, 2007

Revenue	$ 1,366,837	$ 6,225,577	$ 1,792,731	$ 9,385,145	$ 191,439	$ 37,963	$ -	$ 229,402	$ 121,390	$ 20,482	$ 41,384	$ 183,256	$ 77,500	$ 9,875,302

Cost of goods	(1,271,833)	(5,505,905)	(1,519,420)	(8,297,158)	(184,345)	(30,578)	-	(214,923)	(85,491)	(28,017)	(60,638)	(174,146)	1,809	(8,684,417)


Gross Profit	$ 95,004	$ 719,672	$ 273,311	$ 1,087,987	$ 7,094	$ 7,385	$ -	$ 14,479	$ 35,899	$ (7,535)	$ (19,253)	$ 9,110	$ 79,309	$ 1,190,885

Profit margin	6.95%	11.56%	15.25%	11.59%	3.71%	19.45%	0.00%	6.31%	29.57%	-36.79%	-46.52%	4.97%	102.33%	12.06%


For the Year Ended December 31, 2006

Revenue	$ -	$ 4,851,694	$ 902,695	$ 5,754,389	$ 1,148,090	$ 27,840	$ -	$ 1,175,930	$ 51,789	$ 255,573	$ -	$ 307,362	$ 22,970	$ 7,260,651

Cost of goods	-	(4,052,085)	(844,274)	(4,896,359)	(978,707)	(41,087)	-	(1,019,794)	(36,089)	(240,301)	-	(276,390)	7,429	(6,185,115)


Gross Profit	$ -	$ 799,609	$ 58,421	$ 858,030	$ 169,382	$ (13,247)	$ -	$ 156,136	$ 15,700	$ 15,271	$ -	$ 30,971	$ 30,399	$ 1,075,536

Profit margin	0.00%	16.48%	6.47%	14.91%	14.75%	-47.58%	0.00%	13.28%	30.32%	5.98%	0.00%	10.08%	132.34%	14.81%


Comparison of 2007 to 2006

Revenue	$ 1,366,837	$ 1,373,883	$ 890,036	$ 3,630,756	$ (956,651)	$ 10,123	$ -	$ (946,528)	$ 69,601	$ (235,091)	$ 41,384	$ (124,106)	$ 54,529	$ 2,614,651

Cost of goods	(1,271,833)	(1,453,820)	(675,146)	(3,400,799)	794,362	10,509	-	804,872	(49,402)	212,284	(60,638)	102,245	(5,620)	(2,499,303)


Gross Profit	$ 95,004	$ (79,937)	$ 214,890	$ 229,957	$ (162,289)	$ 20,632	$ -	$ (141,656)	$ 20,199	$ (22,807)	$ (19,253)	$ (21,861)	$ 48,909	$ 115,349

% of variance

Revenue	100.00%	28.32%	98.60%	63.10%	(83.33%)	36.36%	-	(80.49%)	134.39%	(91.99%)	-	(40.38%)	237.39%	36.01%

Cost of goods	100.00%	35.88%	79.97%	69.46%	(81.16%)	(25.58%)	-	(78.92%)	136.89%	(88.34%)	-	(36.99%)	(75.65%)	40.41%


Gross Profit	100.00%	(10.00%)	367.83%	26.80%	(95.81%)	(155.75%)	-	(90.73%)	128.66%	(149.34%)	-	(70.59%)	160.89%	10.72%

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

	Product Group 1				Product Group 2				Product Group 3
	Construction and design or Interior buildouts	Food service equipment, products, and supplies	Interior Furniture and furnishings	Group Total	Food Relief and catering services, and food and beverage unit	Maintenance and parts	Base operational support	Group Total	Medical equipment	Misc industrial Products	Information technology and emerging products	Group Total	Misc sales and purchase discounts, and freight income	Company Total

For the Period Ended March 31, 2008

Revenue	$ 47,664	$ 2,633,310	$ 1,723,900	$ 4,404,874	$ -	$ -	$ -	$ -	$ 32,532	$ 3,143	$ 12,110	$ 47,785	$ 9,295	$ 4,461,954

Cost of goods	(59,412)	(1,813,065)	(1,695,720)	(3,568,197)	-	-	-	-	(31,749)	(2,608)	(30,586)	(64,943)	6,961	(3,626,179)


Gross Profit	$ (11,748)	$ 820,245	$ 28,180	$ 836,677	$ -	$ -	$ -	$ -	$ 783	$ 535	$ (18,476)	$ (17,158)	$ 16,256	$ 835,776

Profit margin	(24.65%)	31.15%	1.63%	18.99%	0.00%	0.00%	0.00%	0.00%	2.41%	17.04%	-152.57%	-35.91%	174.89%	18.73%


For the Period Ended March 31, 2007

Revenue	$ -	$ 829,817	$ 133,311	$ 963,128	$ 593,299	$ 9,247	$ -	$ 602,546	$ 13,801	$ 2,549	$ -	$ 16,350	$ 5,355	$ 1,587,379

Cost of goods	-	(671,083)	(193,719)	(864,802)	(509,018)	(7,520)	-	(516,538)	(7,841)	(1,941)	-	(9,782)	(945)	(1,392,067)


Gross Profit	$ -	$ 158,734	$ (60,408)	$ 98,326	$ 84,281	$ 1,727	$ -	$ 86,008	$ 5,960	$ 608	$ -	$ 6,568	$ 4,409	$ 195,312

Profit margin	0.00%	19.13%	-45.31%	10.21%	14.21%	18.68%	0.00%	14.27%	43.18%	23.86%	0.00%	40.17%	82.35%	12.30%


Comparison of 2008 to 2007

Revenue	$ 47,664	$ 1,803,493	$ 1,590,589	$ 3,441,746	$ (593,299)	$ (9,247)	$ -	$ (602,546)	$ 18,731	$ 594	$ 12,110	$ 31,436	$ 3,940	$ 2,874,576

Cost of goods	(59,412)	(1,141,982)	(1,502,001)	(2,703,395)	509,018	7,520	-	516,538	(23,908)	(667)	(30,586)	(55,161)	7,907	(2,234,112)


Gross Profit	$ (11,748)	$ 661,511	$ 88,588	$ 738,351	$ (84,281)	$ (1,727)	$ -	$ (86,008)	$ (5,177)	$ (73)	$ (18,476)	$ (23,726)	$ 11,847	$ 640,464

% of variance

Revenue	100.00%	217.34%	1193.14%	357.35%	(100.00%)	(100.00%)	-	(100.00%)	135.73%	23.32%	-	192.27%	73.58%	181.09%

Cost of goods	100.00%	170.17%	775.35%	312.60%	(100.00%)	(100.00%)	-	(100.00%)	304.91%	34.37%	-	563.92%	(836.41%)	160.49%


Gross Profit	100.00%	416.74%	(146.65%)	750.92%	(100.00%)	(100.00%)	-	(100.00%)	(86.86%)	(11.96%)	-	(361.23%)	268.68%	327.92%

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

General

For the year ended December 31, 2007, we continued our growth of revenues and product base. We expanded our general contracting and design-build project management with our “Interior Buildouts” division. Our first two projects were very successful in packaging design, equipment, and general contracting services of an interior remodel project. We are going to market this type of project aggressively in the next year and hopefully expand our revenues from this source. We expect to continue to see an expansion of our product lines in the future as we make new marketing and representation contacts and incorporate new product lines into our product mix. We plan to expand our furnishings division in the future to encompass more product diversity. Overall our general and administrative expenses will continue to increase slightly but not significantly. This is because we already have a substantial staff and sufficient office space to accommodate future expansion. The only areas that we may expand in the future will be administrative and sales staff as the volume of transactions and variety of products and services continues to grow. Our interest expenses will continue to be at the current levels, but the other financing costs, the beneficial conversion feature, and the warrant expense should decrease in the future, since the financing we have in place at the present time should suffice for our next phase of development to take place. For a more thorough and complete discussion of changes from the current year ended December 31, 2007 as compared to 2006 please see below.

For the year ended December 31, 2006, we continued forward on our marketing plan, product and sales expansion. Even though our revenues decreased in 2006 , our revenues increased in several different areas. We also continued to diversify our product base, and increase our production capabilities. Our revenue decline can be explained by not having another emergency field feeding contract in 2006 . We will continue to be available for these contracts, but they are unpredictable, due to the sporadic nature of natural disasters. We will continue to market our mobile field feeding operations for a variety of uses. Because of the sporadic nature of the emergency field feeding we have not included any future projections for this division in our future projections. Our other revenue centers continued to grow this current year, and we are projecting to continue this trend in the future. Due to the fact of an expanding product and customer base, our revenues will continue to grow. We added three offices to our company in 2006 . With this added capacity in our production, our sales staff will be better equipped to face the future, and be better equipped to increase our revenues and expand our customer contacts and contracts further than in the past.

We continued our growth of revenues and product base in the three months ending March 31, 2008. We expect to continue to see an expansion of our product lines in the future as we make new marketing and representation contacts and incorporate new product lines into our product mix. We plan to expand our furnishings division in the future to encompass more product areas. Overall our general and administrative expenses will continue to increase slightly but not significantly. This is because we already have a sufficient staff and office space to accommodate future expansion. The only areas that we may expand in the future will be administrative and sales. Our interest expenses will continue to be at the current levels, but the other financing costs, the beneficial conversion feature, and the warrant expense should decrease in the future, since the financing we have in place at the present time should suffice for our next phase to take place. For more details please see the categories below for a more thorough discussion and analysis of the past year’s three month period to the current three month, and future growth plans.

Revenue

Our total revenues increased in the year ended December 31, 2007 from the prior year by 36.01%. The majority of this increase is attributable to the changes in the following revenue categories:

Interior buildouts / Design Build division which increased by $1,366,837

Food Service Equipment division, our core business since inception, which increased by $1,373,883

Furniture and Furnishings division which increased by $890,036

Contingency Feeding and Mobile Kitchen division, which decreased by $889,135

In total we had an overall increase of $2,614,653 in our revenue from $7,260,651 in 2006 to $9,875,304 in 2007.

Our total revenues increased in the three months ended March 31, 2008 from the same period before by 181.09%. A majority of this increase is attributable to our expansion of product lines of food service equipment and furniture and furnishings of $1,803,493 and $1,590,589 respectively. In the three months ended March 31, 2007 we had revenues from relief and field feeding of $525,379 and in 2008 thus far, we have not had any contracts of this nature, making it the only division during this comparison period to experience a material decrease in revenues. Overall, we experienced an increase of revenues of $2,874,577; we anticipate that our revenues will continue to grow in the current year, and into the future. We will continue to expand our customer and product base in the next year.

Cost of Revenue

Our cost of revenues also increased from the year 2006 to 2007 by 40.41%. As with the discussion above of the increases in revenues, this change is also largely due to the increases in our Interior Buildouts division of $1,271,833, our Food Service Equipment division which increased $1,453,820 and our Furniture and Furnishings division which increased $675,146. Also following the revenue change noted above, we had a decrease of $753,209 in our Contingency Feeding and Mobile Kitchen division cost of revenues. Overall our cost of revenues increased from $6,185,115 in 2006 to $8,684,419 in 2007, which is an increase of $2,499,304.

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

Our cost of revenues also increased from the three month period ending March 31, 2008 when compared to the same period in 2007 by 160.49%. This change is also largely due to the increase in our Food Service Equipment division of $1,141,982, or 170.17%, and in our Furniture and Furnishings division of $1,502,001, or 775.35% as with the above discussion of revenue levels during this comparison period, the only division to experience a material decrease was our Contingency Feeding and Mobile Kitchen division with a decrease of $447,313. Our cost of revenue will rise accordingly to our increase in sales.

Gross Profit

In the year ended December 31, 2007, our gross profit as shown in the above figures increased from $1,075,536 in 2006 to $1,190,885 in 2007 for a net difference of $115,349 or 10.72%. Measured against an overall revenues increase of 36.01%, it bears a discussion about the noted decrease in gross margin percentage on average. This decrease is due to the mix of products and services sold during this comparison period. As we expand into new markets we have found that to establish ourselves and penetrate these markets, we are often forced to accept lower initial gross margin sales due to our lack of history with suppliers and manufacturers of our developing products lines such as Furniture and Furnishings. These markets offer us a strong potential for revenue and margin in the future and we are already working toward increasing our gross profit margins in the near future as we become more stable in these newly developed and expanded product and services areas and increase buying power with the formation and strengthening of strategic relationships with suppliers.

In the three months ended March 31, 2008, our gross profit as shown in the above figures increased $640,465 or 327.92% when compared to the same period in 2007. This is due to the some cost overruns on two larger food service equipment projects in this period of 2007 that held the overall gross profit for that period to an abnormally low level. In 2008, for this period, we have not had that type of issue and experienced a more consistent gross margin on the average across all dollars of revenue.

General and Administrative Expenses

Our general and administrative expenses have increased 27.29%. In the year of 2007 we continued to increase the size of our company. For example, we expanded our existing offices, added office staff and equipment. These actions increased our administrative expense from $1,421,927 in 2006 to $1,762,291 in 2007, or an increase of $340,364 or 23.94%. Another area of substantial increase is the payroll expense which increased $372,628 or 27.65% from $1,347,858 in 2006 to $1,720,486 in 2007. We substantially increased our professional fees in the year ended December 31, 2007, because we began the process of filing and completing an S1 registration statement and hired an additional accountant to assist us in the preparation, issues, and working with the retained independent registered public accounting firm, which has also changed in 2007 from the past auditor for 2006. We also retained a law firm in Florida to facilitate the preparation and filing of the registration statement. The fees associated with the audit and the law firms are included in “stock registration fees” of $125,105.

Our general and administrative expenses have increased 65.29%. In the year of 2006 we substantially increased the size of our company. For example, we opened three (3) new offices and signed new leases on two (2) existing offices at new locations. These actions increased our rent expense from $120,813 in 2005 to $226,568 in 2006, or an increase of $105,775 or 87.53%. Another area of substantial increase is the payroll expense which increased $475,174 or 54.45% from $872,684 in 2005 to $1,347,858 in 2006.

Our general and administrative expenses have increased $559,598 or 59.99% in the three month period ending March 31, 2007 compared to the same period in 2006. An area of sizeable increase is payroll expense which increased $86,022 or 19.98% from $430,517 in 2007 to $516,539 in 2008. In the coming year and the year after that, we anticipate minor increases in our general and administrative expenses. Our offices are operational and only normal maintenance and repairs would be applicable. Our payroll will increase for cost of living increases as needed for our staff. And other fees and expenses should be kept in line with our historical trends.

Other Income/Expense

For the year ended December 31, 2007, our other income and expense increased $3,363,992 or 1,874.16% from $179,493 in 2006 to $3,543,485 in 2007. This change was caused by new debt instruments incurred by us in the current year. A new convertible debenture and accounts receivable financing increased substantially our interest, financing and other expense categories. In interest expense we have an increase of $968,600 or 508.36%, from $190,534 in 2006 to $1,159,135 in 2007. Other categories that have expenses directly tied to the new debt instruments are the current year expenses of discount on debt of $2,111,311, liquidated damages of $264,000, and an foreign currency transaction loss of $227,396. We had an increase in our other income of $208,734 from a lawsuit settlement received from arbitration, for a complete explanation please see below under “Arbitration Settlement”.

For the three month period ended March 31, 2008, our other expense increased $1,309,611 or 1,475.00% from $88,787 in 2007 to $1,398,398 in 2008. This change was caused by the debt instruments incurred by us in 2007. The convertible debentures continue to increase our interest, financing and other expense categories. In interest expense we have an increase of $139,053 or 203.46%, from $68,344 in 2007 to $207,396 in 2008. Other categories that have expenses directly tied to the new debt instruments are the current year expenses of liquidated damages of $108,000, and an amortization of discount on debt of $595,445. Our interest earning cash reserves also increased causing an increase in our interest income of $3,450 or 342.59%.

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

Net Loss

For 2007, as a result of all the above occurrences, our net loss increased $4,096,868 or 185.20%, from a net loss of $2,212,085 in 2006 to a net loss of $6,308,953 in 2007.

For the three months ended March 31, 2008, as a result of all the above occurrences, our net (loss) increased $1,228,742 or 148.70%, from a net (loss) of $826,311 in 2007 to a net loss of $2,055,053 in 2008.

Liquidity and Capital Resources

Our cash and cash equivalents of $497,980 as of March 31, 2008 are not considered sufficient to support our current or planned levels of operations for the next twelve months. Accordingly, we intend to seek additional financing through additional debt or equity offerings.

Changes in Cash Flows: For the years ended December 31, 2007 compared to 2006

Net cash used by operating activities increased $2,715,473 to $3,475,679 for the year ended December 31, 2007 from $760,208 for the year ended December 31, 2006. For the year ended December 31, 2007, net cash used by operating activities primarily consisted of net loss of $6,308,953, depreciation of $203,070, amortization of debt discount of $2,475,784, foreign currency transaction loss of $227,396, stock compensation expense of $104,580, other debt related expenses of $156,204, and other adjustments of $54,585, and a net increase in accounts payable, accrued expenses and other liabilities of $1,353,154, offset in part by an increase in accounts receivable, inventory and prepaid expenses and other assets of $1,741,501. For the year ended December 31, 2006, net cash provided by operating activities primarily consisted of net loss of $2,212,085, depreciation of $179,492, stock compensation expense of $38,490, other adjustments of $3,498, and a net decrease in accounts payable, accrued expenses and other liabilities of $192,175, offset in part by a net decrease in accounts receivable, inventory and prepaid expenses and other assets of $1,422,571.

Net cash used in investing activities was $46,920 for the year ended December 31, 2007 and $93,845 for the year ended December 31, 2006. Net cash used in investing activities in fiscal 2007 and 2006 consisted entirely of capital expenditures for purchases of equipment and leasehold improvements.

Net cash provided by financing activities was $4,370,845 for the year ended December 31, 2007 and $539,691 for the year ended December 31, 2006. Net cash provided by financing activities in fiscal 2007 consisted primarily of net proceeds from new debt instruments totaling $8,908,492, proceeds from shareholder loans of $372,043 and $2,625 from the sale of common stock issued upon option exercises, offset by the net repayment of debt and capital leases of $4,912,315. Net cash provided by financing activities in fiscal 2006 consisted primarily of net proceeds from note payable of $421,425, proceeds from shareholder loans of $372,043, and $8,625 from the sale of common stock issued upon option exercises, offset by the net repayment of debt and capital leases of $60,817.

Changes in Cash Flows: for the three months ended March 31, 2008 compared to 2007

Net cash used by operating activities decreased $465,360 to $391,504 for the period ended March 31, 2008 from $856,862 for the period ended March 31, 2007. For the period ended March 31, 2008, net cash used by operating activities primarily consisted of net loss of $2,055,053, depreciation of $49,996, amortization of debt discount of $598,162, foreign currency transaction loss of $452,387, stock compensation expense of $480,603, other debt related expenses of $37,198, and other adjustments of $3,673, and a net increase in accounts payable, accrued expenses and other liabilities of $346,237, offset in part by an increase in accounts receivable, inventory and prepaid expenses and other assets of $304,708. For the period ended March 31, 2007, net cash provided by operating activities primarily consisted of net loss of $826,311, depreciation of $50,306, stock compensation expense of $65,500, amortization of debt discount of $47,616, and other adjustments of $2,542, and a net decrease in accounts payable, accrued expenses and other liabilities of $488,643, offset in part by a net decrease in accounts receivable, inventory and prepaid expenses and other assets of $292,126.

Net cash used in investing activities was $3,302 for the period ended March 31, 2008 and $24,819 for the period ended March 31, 2007. Net cash used in investing activities in 2008 and 2007 consisted entirely of capital expenditures for purchases of equipment and leasehold improvements.

Net cash used by financing activities was $145,318 for the period ended March 31, 2008 and provided by financing activities was $772,243 for the period ended March 31, 2007. Net cash used by financing activities in 2007 consisted primarily of net repayments of notes payable of $125,264, net repayments of shareholder loans of $15,983, and repayment of debt and capital leases of $4,071. Net cash provided by financing activities in 2007 consisted primarily of net proceeds from note payable of $842,500, net repayments from shareholder loans of $17,113, and $8,625 from the sale of common stock issued upon option exercises, offset by the net repayment of debt and capital leases of $53,144.

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

Subsequent to March 31, 2008, we have agreed in principal to issue an additional convertible debenture to Trafalgar for additional working capital in the amount of $700,000. Though the debenture has not yet been finalized, the terms are expected to be similar in nature to the past debentures issued to Trafalgar which are outlined elsewhere in our registration statement.

We are in negotiations with an investment banker to assist us with one or more additional working capital financing transactions through private placements of our common stock or through the issuance of additional debt instruments. There can be no assurance that these negotiations will be successful and that we will obtain sufficient financing, or that any financing offered will be structured on agreeable terms.

We intend to raise additional working capital to fund our current and planned operations through one or more debt or equity financings. Our efforts to raise capital may not be successful, and even if we are able to obtain additional financing, the terms of any such financing may be unfavorable to us and may be highly dilutive to existing stockholders. Any future debt or equity financings, when and if made, may not be sufficient to fund our current or planned levels of operations. Any inability to obtain additional working capital may result in our having to postpone any expansion plans or even curtail the level of operations, the results of which may have an adverse effect on our financial position and results of operations.

The following is an outline of the financing activities executed prior to March 31, 2008:

On August 25, 2005, we received $750,000 in connection with a note payable to Sterling Management, a shareholder of the Company, collateralized by accounts receivable. On September 24, 2007, the parties extended the maturity date of the note to January 31, 2008. On or about February 6, 2008, the parties further extended the maturity date of the note to June 30, 2008. On or about July 17, 2008, the parties further extended the maturity date of the note to September 30, 2008. Pursuant to the most recent extension agreement, the Company shall make monthly interest payments equal to $9,000 and the Company issued to Sterling Management warrants to purchase 1,000,000 shares of Common Stock at an exercise price of $0.05 per share. We originally provided Sterling Management with 1,000,000 shares of Common Stock having a value of $30,000 as compensation for their past debt financing efforts. During 2005, we expensed $37,500 in interest. In connection with the extension agreement, the Company also entered into a Deposit Account Control Agreement covering all deposit accounts held by the Company at any depository institution. At any time that Sterling Management is required to fully exercise its rights under such agreement to collect any amounts due, the Company shall pay three percent (3%) penalty on the unpaid balance of the note. As of the date of this Prospectus, the Company owes $675,000 on the note, and Sterling Management has not exercised or given notice of intent to exercise any of its rights under the Deposit Account Control Agreement.

On July 26, 2006, we borrowed $500,000 to be repaid with interest at twelve percent (12%) per annum over thirty-six (36) months. Principal and interest are payable at $16,075 per month and is collateralized by mobile kitchen equipment with the book value of $553,009, as of December 31, 2006. During 2006, we paid $19,949 in interest and had an outstanding principal balance as of December 31, 2006 of $421,425.

On October 20, 2005, we offered a private placement of 650,000 shares of our common stock for $0.03 per share. As of December 31, 2005, the gross proceeds received were $19,500, less offering costs of $19,500, which was an allocation of the total fees paid to a shareholder for their services.

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

Liquidity and Capital Resources - continued

On February 28, 2007 (as amended on April 12, 2007 and further amended on August 3, 2007 in consideration for Trafalgar’s willingness to enter into additional financing arrangements), the Company entered into the February Purchase Agreement with Trafalgar, pursuant to which the Company sold and issued to Trafalgar secured convertible February Debentures in the aggregate principal amount of One Million Eight Hundred Thousand Dollars ($1,800,000), of which (i) One Million Dollars ($1,000,000) was funded on or about March 3, 2007, (ii) Four Hundred Thousand Dollars ($400,000) was funded on or about April 17, 2007 and (iii) Four Hundred Thousand Dollars ($400,000) was funded on August 2, 2007. In connection with the February Purchase Agreement, the Company paid to Trafalgar (i) a structuring fee equal to Fifteen Thousand Dollars ($15,000), (ii) a commitment fee equal to eight percent (8%) of the purchase price and (iii) a facility commitment fee equal to two percent (2%) of the purchase price. In addition, the Company paid to Knightsbridge a consulting fee equal to 3.5% of the aggregate principal amount of the financing in accordance with the terms of that certain Consulting Agreement dated November 27, 2006 and as amended on February 20, 2007, by and between the Company and Knightsbridge. The February Debentures are convertible, at the option of the holder, at any time and from time to time until payment in full under the February Debentures, all or any part of the principal amount plus accrued interest in to shares of our Common Stock at a price per share equal to $0.10.

Pursuant to the February Purchase Agreement, the February Debentures have a two (2) year maturity and interest shall accrue on the unpaid principal at a rate equal to (a) twelve percent (12%) per annum compounded monthly from the issuance date of the February Debentures until the date that a registration statement is filed with the SEC pursuant to that certain February RRA, whereby the Company agreed to provide to Trafalgar certain registration rights under the Securities Act, (b) ten percent (10%) per annum, compounded monthly from the date such registration statement is initially filed with the SEC until the SEC declares such registration statement effective and (c) eight percent (8%) per annum compounded monthly from the date the SEC declares such registration statement effective until paid. In no event shall the Holder be entitled to convert for a number of shares of our Common Stock in excess of that number of shares of Common Stock which, upon giving effect to such conversion, would cause the aggregate number of shares of Common Stock beneficially owned by the holder and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such conversion.

As a result of not having a registration statement declared effective within one hundred fifty (150) days after the date of the February RRA, the Company shall pay to Trafalgar, within three (3) business days after demand therefor, liquidated damages equal to two percent (2%) of the liquidated value of the February Debentures outstanding for each thirty (30) day period following such deadline in accordance with the terms of the February RRA. As of the date of this Prospectus, Trafalgar has not made such demand.

The February Debentures are secured by (y) substantially all of the assets of the Company in accordance with the terms of that certain February Security Agreement, of even date with the February Purchase Agreement, by and between the Company and Trafalgar and (z) certain Pledged Shares owned by Mr. Charles W. Jones, Jr., the President and Chief Executive Officer of the Company, as such term is defined and in accordance with the terms of that certain Insider Pledge Agreement, by and among Mr. Jones, the Company, Trafalgar and James G. Dodrill II, P.A. as escrow agent.

In connection with the February Purchase Agreement, the Company issued to Trafalgar (A) on or about February 28, 2007: (a) a five (5) year common stock purchase warrant (as amended on August 3, 2007) for One Million Eight Hundred Thousand (1,800,000) shares of our Common Stock at an exercise price of $0.075 per share however, if after the effectiveness of a registration statement covering shares issuable under the February Debentures our Common Stock trades above $0.30, the strike price of this warrant shall be increased to $0.225 per share and (b) a five (5) year common stock purchase warrant for Five Hundred Thousand (500,000) shares of our Common Stock, at an exercise price of $0.0001 per share and (B) on or about April 17, 2007, a five (5) year common stock purchase warrant (as amended on August 3, 2007) for Four Hundred Thousand (400,000) shares of our Common Stock at an exercise price of $0.075 per share; provided, however, that in no event shall the holder be entitled to exercise these February Warrants for a number of shares in excess of that number of shares of our Common Stock which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the holder and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such exercise, except within sixty (60) days of the Expiration Date (as such term is defined in the February Warrants). The February Warrants shall be exercised on a cash basis provided that the Company is not in default under the February Debentures and the shares underlying the February Warrants are subject to an effective registration statement.

On April 25, 2007 we adjusted the interest due on a note held by a related party. The interest was previously eighteen percent (18%) per annum, and after eighteen (18) months in accordance with the note it is adjusted to sixteen percent (16%) per annum for the first Five Hundred Thousand Dollars ($500,000) and fourteen percent (14%) per annum for the remainder of the balance of the note.

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

Liquidity and Capital Resources - continued

On May 15, 2007, the Company entered into that certain May Purchase Agreement with Trafalgar pursuant to which the Company sold and issued to Trafalgar secured convertible debentures in the aggregate principal amount of Seven Hundred Thousand Dollars ($700,000), of which Seven Hundred Thousand Dollars ($700,000) was funded on May 10, 2007 in accordance with the terms of that certain May Escrow Agreement, of even date with the May Purchase Agreement, by and among the Company, Trafalgar and James G. Dodrill II, P.A., as escrow agent. The parties amended certain terms of the May Purchase Agreement upon the execution of that certain May Amendment, dated June 21, 2007, by and among the Company and Trafalgar. The entire amount under the May Debentures was completely paid off as of August 17, 2007.

In connection with the May Purchase Agreement, the Company issued to Trafalgar on June 21, 2007 a five (5) year common stock purchase warrant (as amended by that certain May Amendment) for Five Hundred Thousand (500,000) shares of our Common Stock, at an exercise price equal to $0.075 per share; provided, however, that in no event shall the holder be entitled to exercise the May Warrant for a number of shares in excess of that number of shares of our Common Stock which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the holder and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such exercise, except within sixty (60) days of the Expiration Date (as such term is defined in the May Warrant). The Company agreed to register the shares underlying the May Warrant in accordance with the terms of that certain May RRA, of even date with the May Purchase Agreement, by and between the Company and Trafalgar. The May Warrant shall be exercised on a cash basis provided that the Company is not in default under the May Debentures and the shares underlying the May Warrant are subject to an effective registration statement.

On July 13, 2007, the Company entered into that certain July Purchase Agreement pursuant to which the Company issued to Trafalgar One Million One Hundred Eight Thousand Nine Hundred Forty-Four Dollars and Thirty-Five Cents ($1,108,944.35) in secured debentures, of which Seven Hundred Thirty-Seven Thousand Three Hundred Thirty-Five Dollars and Ninety-Five Cents ($737,335.95) was funded on July 13, 2007 pursuant to four (4) separate debentures and Three Hundred Seventy-One Thousand Six Hundred Eight Dollars and Forty Cents ($371,608.40) was funded on August 6, 2007 pursuant to four (4) separate debentures in accordance with the terms of that certain July Escrow Agreement, of even date with the July Purchase Agreement, by and among the Company, Trafalgar and James G. Dodrill II, P.A., as escrow agent. Payment of the unpaid principal and interest on each July Debenture shall be made from and upon receipt by the Company of the proceeds of certain accounts receivable is set forth in each July Debenture. Each July Debenture has a five (5) month maturity and accrues interest at a rate of twelve percent (12%) per annum compounded monthly from the date of each July Debenture.

In connection with the July Purchase Agreement, the Company paid to Trafalgar (i) a loan commitment fee equal to three percent (3%) of the purchase price and (ii) $15,000 to cover legal fees and administrative costs at closing. In addition, the Company paid to Knightsbridge a consulting fee equal to 3.5% of the funding amount from Trafalgar in connection with the financing in accordance with the terms of that certain Consulting Agreement dated November 27, 2006 as amended on February 20, 2007, by and between the Company and Knightsbridge.

The July Debentures are each secured by separate July Security Agreements, each dated as of the date of each corresponding July Debenture, pursuant to which each July Debenture is secured by a corresponding lien upon, and a direct right of participation and the direct right of redirection of the payments relating to, certain referenced job numbers as is more fully described in Exhibit A to each July Security Agreement.

In connection with the July Purchase Agreement, the Company issued (A) Three Hundred Sixty-Eight Thousand Six Hundred Sixty-Eight (368,668) five (5) year common stock purchase warrants on July 13, 2007 with an exercise price of $0.075 per share, (B) One Million Five Hundred Thousand (1,500,000) five (5) year common stock purchase warrants on July 13, 2007 with an exercise price of $0.001 per share and (C) One Hundred Eighty-Five Thousand Eight Hundred Four (185,804) five (5) year common stock purchase warrants on August 6, 2007 with an exercise price of $0.075 per share.

In connection with the issuance of the July Warrants, the Company and Trafalgar entered into that certain July RRA, of even date with the July Purchase Agreement, pursuant to which the Company granted to Trafalgar certain registration rights with respect to the registration of shares issuable to Trafalgar upon the exercise of the July Warrants. Pursuant to the terms of the July Registration Rights Agreement, the Company shall file, no later than ninety (90) days from the date thereof, a registration statement representing at least five (5) times the number of shares which are anticipated to be issued upon exercise of the July Warrants. The Company shall also use its best efforts to have the initial registration statement declared effective by the SEC not later than one hundred fifty (150) days after the date thereof. It shall be an event of default thereunder if the initial registration statement is not declared effective by the SEC within one hundred twenty (120) days after the filing thereof.

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

Liquidity and Capital Resources - continued

On August 2 , 2007, the Company amended the February Purchase Agreement and agreed to issue to Trafalgar a common stock purchase warrant for the purchase of 2,500,000 shares of our Common Stock at an exercise price of $0.075 per share in consideration for Trafalgar’s willingness to enter into additional financing arrangements. As of the date of this Prospectus, these warrants have not been issued to Trafalgar.

On October 2, 2007, the Company entered into the October Purchase Agreement pursuant to which the Company issued to Trafalgar up to One Million One Hundred Thousand Dollars ($1,100,000) in secured debentures, of which One Million Forty-Nine Thousand Five Hundred Forty-Eight and Forty-Five Cents ($1,049,548.45) was funded on October 2, 2007 pursuant to four (4) separate debentures in accordance with the terms of that certain October Escrow Agreement, of even date with the October Purchase Agreement, by and among the Company, Trafalgar and James G. Dodrill II, P.A., as escrow agent and the remainder of which shall be funded on a date that is mutually acceptable to the Company and Trafalgar. Payment of the unpaid principal and interest on each October Debenture shall be made from and upon receipt by the Company of the proceeds of certain accounts receivable is set forth in each October Debenture. Each October Debenture has a five (5) month maturity and accrues interest at a rate of twelve percent (12%) per annum compounded monthly from the date of each October Debenture.

The October Debentures are each secured by separate October Security Agreements, each dated as of the date of the October Purchase Agreement, pursuant to which each October Debenture is secured by a corresponding lien upon, and a direct right of participation and the direct right of redirection of the payments relating to, certain referenced job numbers as is more fully described in Exhibit A to each October Security Agreement.

In connection with the October Purchase Agreement, the Company issued the five (5) year October Warrant to Trafalgar pursuant to which Trafalgar is entitled to purchase from the Company such number of shares of our Common Stock equal to 7.5% of the issued and outstanding shares of our Common Stock (or 6,785,250 shares) at an exercise price of $0.001 per share or as subsequently adjusted in accordance with the terms of the October Warrant.

In connection with the issuance of the October Warrant, the Company and Trafalgar entered into that certain October RRA, of even date with the October Purchase Agreement, pursuant to which the Company granted to Trafalgar certain piggy-back registration rights with respect to the registration of shares issuable to Trafalgar upon the exercise of the October Warrant. Pursuant to the terms of the October RRA, whenever the Company proposes to register any of its securities and the registration form to be used may be used for the registration of Registrable Securities (as defined therein), the Company will give prompt written notice to Trafalgar of its intention to effect such registration and will include in such registration form all Registrable Securities unless the Company has received written request for exclusion therein of a portion or all of the Registrable Securities prior to filing thereof by the Company.

On October 18, 2007, the Company entered into that certain October II Purchase Agreement pursuant to which the Company issued to Trafalgar Seven Hundred Fifty Thousand Dollars ($750,000) in secured debentures, of which all of which was funded on October 18, 2007 pursuant to five (5) separate debentures in accordance with the terms of that certain October II Escrow Agreement, of even date with the October II Purchase Agreement, by and among the Company, Trafalgar and James G. Dodrill II, P.A., as escrow agent. Payment of the unpaid principal and interest on each October II Debenture shall be made from and upon receipt by the Company of the proceeds of certain accounts receivable is set forth in each October II Debenture. Each October II Debenture has a (5) month maturity and accrues interest at a rate of twelve percent (12%) per annum compounded monthly from the date of each October II Debenture.

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

Liquidity and Capital Resources - continued

The October II Debentures are each secured by separate October II Security Agreements, each dated as of the date of the October II Purchase Agreement, pursuant to which each October II Debenture is secured by a corresponding lien upon, and a direct right of participation and the direct right of redirection of the payments relating to, certain referenced job numbers as is more fully described in Exhibit A to each October II Security Agreement.

In connection with the October II Purchase Agreement, the Company issued (i) a five (5) year common stock purchase warrant for Three Hundred Seventy-Five Thousand ( 375,000) shares of our Common Stock at an exercise price equal to $0.075 per share and (ii) a five (5) year common stock purchase warrant for One Million Five Hundred Thousand (1,500,000) shares of our Common Stock at an exercise price equal to $0.001 per share; provided, however, that in no event shall the holder be entitled to exercise the October II Warrants for a number of shares in excess of that number of shares of our Common Stock which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by the holder and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such exercise, except within sixty (60) days of the Expiration Date (as such term is defined in these October II Warrants).

In connection with the issuance of the October II Warrant, the Company and Trafalgar entered into that certain October II RRA, of even date with the October II Purchase Agreement, pursuant to which the Company granted to Trafalgar certain piggy-back registration rights with respect to the registration of shares issuable to Trafalgar upon the exercise of the October II Warrant. Pursuant to the terms of the October II RRA, whenever the Company proposes to register any of its securities and the registration form to be used may be used for the registration of Registrable Securities (as defined therein), the Company will give prompt written notice to Trafalgar of its intention to effect such registration and will include in such registration form all Registrable Securities unless the Company has received written request for exclusion therein of a portion or all of the Registrable Securities prior to filing thereof by the Company.

On December 31, 2007, the Company entered into the December Purchase Agreement with Trafalgar pursuant to which the Company sold to Trafalgar, and Trafalgar purchased from the Company, Three Million Five Hundred Thousand Dollars ($3,500,000) of secured convertible debentures, which shall be convertible into shares of Common Stock. Prior to December 31, 2007, Trafalgar purchased certain other convertible debentures from the Company (as described herein above), with an amount outstanding owed by the Company equal to Two Million Five Hundred Twenty-Five Thousand Dollars ($2,525,000 at December 31, 2007). In connection with the December Purchase Agreement, such Prior Convertible Debentures were cancelled, the purchase price was credited by the amount outstanding under the Prior Convertible Debentures and Trafalgar purchased an additional Nine Hundred Seventy-Five Thousand Dollars ($975,000) of convertible debentures. Pursuant to the terms of the December Purchase Agreement, the Company agreed to pay to Trafalgar a commitment fee of six percent (6%) of the Commitment Amount, a structuring fee of Fifteen Thousand Dollars ($15,000) and a warrant to purchase Seven Million Five Hundred Thousand (7,500,000) shares of Common Stock for a period of five (5) years at an exercise price equal to $0.001 per share.

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

Liquidity and Capital Resources - continued

The December Debenture matures on December 31, 2009 with interest on the unpaid principal of the December Debenture accruing at twelve percent (12%) per annum compounded monthly from December 31, 2007. Trafalgar is entitled to convert all or any part of the principal amount of the December Debenture (plus accrued interest) into shares of Common Stock at the price of $0.05 per share until the Company has satisfied payment of the December Debenture in full. In no event shall Trafalgar be entitled to convert the December Debenture into a number of shares of Common Stock, which upon the effect of such conversion, would cause the aggregate number of shares of Common Stock held by Trafalgar and its affiliates to exceed 4.99% of the outstanding shares of Common Stock. The Company must reserve and keep available such number of shares of Common Stock as shall from be sufficient to affect such conversion of the Debenture at the conversion price. The Company must make interest-only payments for months one through six (1 – 6) following December 31, 2007. After such time, the Company must make minimum principal payments of One Hundred Thousand Dollars ($100,000) per month in months seven through nine (7 – 9), One Hundred Fifty Thousand Dollars ($150,000) per month in months ten through twelve (10 – 12), Two Hundred Thousand Dollars ($200,000) per month in months thirteen through twenty-four (13 - 24) and a balloon payment of Three Hundred Fifty Thousand Dollars ($350,000) on December 31, 2009. The Company shall pay a ten percent (10%) premium for all principal amounts redeemed. At the time that interest is payable, Trafalgar may elect to be paid in cash or in shares of Common Stock.

Pursuant to the terms of the December Debenture, the Company shall default if (i) the Company fails to pay amounts due within fifteen (15) days of December 31, 2009, (ii) the Company fails to comply with the terms of those certain Irrevocable Transfer Agent Instructions, dated December 28, 2007, by and among the Company, Trafalgar, James G. Dodrill II, P.A., as escrow agent and James D. Dodrill II, P.A., as transfer agent (the “ December ITAI ”), (iii) the Company’s transfer agent fails to issue freely tradeable Common Stock to Trafalgar within five (5) days of the Company’s receipt of receiving proper notice of conversion or (iv) the Company fails to comply with any terms of the December Debenture within ten (10) days of receipt of written notice thereof. Upon default by the Company, Trafalgar may accelerate full repayment of all debentures outstanding and all accrued interest thereon, or may convert all debentures outstanding (and accrued interest thereon) into shares of Common Stock (notwithstanding any limitations contained in the December Debenture or the December Purchase Agreement).

So long as any of the principal of or interest on the December Debenture remains unpaid and unconverted, the Company shall not, without the prior written consent of Trafalgar, (i) issue or sell any Common Stock or preferred stock without consideration or for a consideration per share less than its fair market value determined immediately prior to issuance, (ii) issue or sell any Company preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration per share less than the Common Stock’s fair market value determined immediately prior to its issuance, (iii) enter into any security instrument granting the holder a security interest in any of the assets of the Company or (iv) file any registration statement on Form S-8.

Also, so long as the December Debenture remains outstanding, neither the Company nor its subsidiaries may enter into, amend, modify or supplement any agreement, transaction, commitment, or arrangement with any of its or any of its subsidiary’s officers, directors, persons who were officers or directors at any time during the previous two (2) years, stockholders who beneficially own five percent (5%) or more of the Common Stock, or affiliates or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such entity or individual owns a five percent (5%) or more beneficial interest except for (a) customary employment arrangements and benefit programs on reasonable terms, (b) any investment in an affiliate of the Company, (c) any agreement, transaction, commitment, or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such related party and (d) any agreement, transaction, commitment, or arrangement which is approved by a majority of the disinterested directors of the Company (for purposes under the December Purchase Agreement, any director who is also an officer of the Company or any subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment, or arrangement).

Contemporaneously with the execution and delivery of the SPA, the Company and Trafalgar executed and delivered that certain Registration Rights Agreement (the “ December RRA ”) pursuant to which the Company provided certain registration rights to Investor under the Securities Act of 1933, as amended and the rules and regulations promulgated there under, and applicable state securities laws.

In connection with the December Purchase Agreement, the Company and Trafalgar also entered into the December Security Agreement pursuant to which the Company has agreed to provide Trafalgar with a security interest in certain Pledged Collateral (as defined in the December Security Agreement) to secure those obligations of the Company under the December Purchase Agreement, the December Debenture, the December RRA, the December ITAI, the December Security Agreement or any other obligations of the Company to Trafalgar.

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements, and have no future plans to enter into any such arrangements with any of our vendors, customers, or other financial affiliates.

Capital Expenditures

In 2007 , we made in summary the following capital expenditures:

Computer Equipment and Software	$	15,144.00
Office Equipment		5,327.00
Furniture and fixtures		21,707.00
Leasehold Improvements		14,677.00

	$	56,855.00

These expenditures were part of our office expansion and replacement of worn equipment.

In the three month period ended March 31, 2008, we increased our computer equipment by $3,302, and made no other purchases. At this time we have no plans or commitments for any material capital expenditures.

Arbitration Settlement

We became a plaintiff in an action we brought in the United States District Court of South Carolina in February, 2007 for $2,432,419. As a result of mediation we settled this amount in July 13, 2007, for $301,750, of which $93,016 was recorded as of December 31, 2006 as an account receivable.

Legal Contingencies

MANAGEMENT

Officers and Directors

The following table sets forth the names, ages, and titles of each of our directors and executive officers and employees expected to make a significant contribution to us.

Name	Age	Position(s)
Charles W. Jones, Jr.	57	President, Chief Executive Officer and Chairman of the Board of Directors
William Colburn	45	Chief Financial Officer, Secretary, Principal Accounting and Financial Officer and Director
James Kennedy	52	Director

Family Relationships

There are no family relationships between or among the members of the Board of Directors or other executives. None of our directors or executive officers are directors or executive officers of any company that files reports with the SEC.

Director Compensation

We do not have a formal, written compensation plan for our Directors. However, we do have an oral agreement to pay Mr. Kennedy $2,000 per quarter for his services as a Director. Mr. Kennedy has the option of being paid in cash or he may elect to be paid in shares of the Company's Common Stock at a twenty-five percent (25%) discount, or the equivalent of $2,500 in shares of our Common Stock.

Legal Proceedings

None of the members of the Board of Directors or other executives has been involved in any bankruptcy proceedings, criminal proceedings, any proceeding involving any possibility of enjoining or suspending members of our Board of Directors or other executives from engaging in any business, securities or banking activities, and have not been found to have violated, nor been accused of having violated, any Federal or State securities or commodities laws.

Elections

Members of our Board of Directors are elected at the annual meeting of stockholders and hold office until their successors are elected. Our officers are appointed by the Board and serve at the pleasure of the Board and are subject to employment agreements, if any, approved and ratified by the Board.

Charles W. Jones, Jr. President, Chief Executive Officer, Principal Executive Officer and Chairman of the Board. Mr. Jones has served as President, Chief Executive Officer, Principal Executive Officer and Chairman of the Board since the Company's inception in 2000. Prior to founding CMARK, Mr. Jones was the President of Commercial and Marine Products Corporation, a provider of commercial kitchen equipment and marine products to government, military and institutional customers. Mr. Jones has more than thirty (30) years of experience and expertise in working with U.S. government and private U.S. government contractors. Mr. Jones served in the United States Navy as a Repair Officer for Cruiser Destroyer Force Pacific, where he coordinated maintenance and habitability improvements for the Destroyer. He later became one of the Navy's first habitability officers. Mr. Jones earned his bachelors of Science at Auburn University.

William Colburn - Chief Financial Officer, Secretary, Principal Accounting and Financial Officer and Director. Mr. Colburn has served as Chief Financial Officer, Principal Accounting and Financial Officer since July 11, 2008. From January 2005 through April 2006, Mr. Colburn served as Senior Regional Officer of Nexia Strategy, a consulting firm specializing in balance sheet restructuring, From April 2006 through October 2007, Mr. Colburn served as Chief Financial Officer of Harbour Lights Holding Company a private family office serving a single wealthy family. In October 2007, Mr. Colburn served as CEO of Southwest Florida Homecare before accepting a position as managing director with Aspen Capital Partners. Mr. Colburn has a degree in Finance from Western Michigan University.

MANAGEMENT - continued

Officers and Directors - continued

James Kennedy, Director . Mr. Kennedy has served as a Director of the Company since 2000. Prior to that, Mr. Kennedy served as Military Sales Manager and business development manager in charge of worldwide food service operations for ConAgra Foods, Inc, Lamb-Weston Foods since 1997. From 1992 through 1998, Mr. Kennedy served on the U.S. Army's Food Management Team at Fort Lee, Virginia. From 1991 through 1992, he was the First Sergeant for the 509 th Personal Service Company at Camp Casey in Korea. In 1990, Mr. Kennedy served as the Contracting Officer and provided all logistical support for Operation Desert Storm for the deployment of the 82 nd Airborne and many U.S. Army Reserve and Nation Guard units. He planned and executed a recondition contract for Insulated Food Containers for the Installation that saved Fort Jackson over $500,000 a year in savings over buying new Insulated Food Containers. From 1987 through 1991, he served in the Installation Food Service Supervisor on the Installation Food Service Staff at Fort Jackson, South Carolina. During his tour he supervised five (5) Dining Facility MCA modernization projects over $2 million each from start to finish improving the quality of life of Soldiers for five (5) training battalions. He developed an automated equipment program that was adopted for use at all TRADOC Installations. He has been an avid supporter of Quartermaster Foundation and Museum donating time and money to the preservation of the Quartermaster History. He has been a source of training knowledge instructing on marketing and product knowledge during BNCOC, ANCOC and ACES Worldwide Food Service Conferences. His expertise from a distinguished Army career coupled with his industry food service operations and management knowledge provide him with the leadership abilities to provide quality support and products meeting the challenges of today's battlefield. He has always been and will be a true advocate of the increased Army Food Service Excellence.

Board Committees

We have not separately designated an executive committee, nominating committee, compensation committee or audit committee of the Board.

Corporate Governance

We believe that good corporate governance is important to ensure that, as a public company, we will manage for the long-term benefit of our stockholders. In that regard, we are in the process of establishing and adopting a code of business conduct and ethics applicable to all of our directors, officers and employees. Such Code will be filed as an Exhibit hereto by amendment.

Executive Compensation

The following table provides certain summary information concerning compensation paid by CMARK to or on behalf of our most highly compensated executive officers for the fiscal year ended December 31, 2007 :

Summary Compensation Table

Name And Principal Function (a)	Year (b)	Salary ($) (c)		Bonus ($) (d)		Stock Awards ($) (e)		Option Awards ($) (f)		Non-Equity Incentive Plan Compensation ($) (g)		Nonqualified Deferred Compensation ($) (h)		All Other Compensation ($) (i)		Total ($) (j)

Charles W. Jones, Jr.	2007	$	150,000		--		--	$	0		--		--		--	$	150,000
President, CEO and Principal Executive Officer	2006	$	150,000		--		--	$	4,704		--		--		--	$	154,704
	2005	$	96,000		--		--		--		--		--		--		--

Eric Bromenshenkel	2007	$	125,000		--		--	$	0		--		--		--	$	125,000
Former CFO and Principal Accounting and Financial Officer	2006	$	125,000		--		--	$	4,704		--		--		--	$	129,704
	2005		--		--		--		--		--		--		--		--

MANAGEMENT - continued

Officers and Directors - continued

Grant of Plan-Based Awards Table

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards
Name (a)	Grant Date (b)	Threshold ($) (c)		Target ($) (d)		Maximum ($) (e)		Threshold ($) (f)		Target ($) (g)		Maximum ($) (h)		All Other Stock Awards: Number of Shares of Stocks or Units (#) (i)		All Other Option Awards: Number of Securities Underlying Options (#) (j)		Exercise or Base Price of Option Awards ($/Sh) (k)		Grant Date Fair Value of Stock and Option Awards (l)
Charles W. Jones, Jr., President, CEO and Principal Executive Officer			-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Eric Bromenshenkel, Former CFO and Principal Accounting and Financial Officer			-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

In the current year ended December 31, 2007, we made no grants of stock options to our executive management. We have no employment contracts with our executive management, and we made no changes to any past award of stock options. Our total executive salary compensation totaled $275,000 in the year ended December 31, 1007 or sixteen percent (16%) of our total compensation to all employees.

Employment Agreements

None.

PRINCIPAL STOCKHOLDERS

The following table sets forth information as of July 22 , 2008, with respect to each person known by CMARK to own beneficially more than five percent (5%) of CMARKs outstanding common stock, each director and officer of CMARK and all directors and executive officers of CMARK as a group. The Company has no other class of equity securities outstanding other than Common Stock. Unless otherwise noted, the address of each beneficial owner listed in the table is c/o CMARK International, Inc., 9570 Two Notch Road, Suite 4, Columbia, South Carolina 29223.

Title of Class	Name And Address Of Beneficial Owner	Amount and Nature of Direct Ownership			Amount and Nature of Indirect Ownership			Amount and Nature Of Beneficial Ownership			Percent Of Class (1)
Common	Charles W. Jones, Jr. President, CEO and Chairman of the Board		65,150,000	(2)		300,000	(3)		65,450,000			67.51%
Common	William Colburn CFO, Secretary and Director		--			--			--			0%
Common	James Kennedy Director		206,250			--			206,250			0.21%
Common	Directors and Officers As A Group (3 Persons)		65,356,250			300,000			65,656,250			67.72%
Common	Trafalgar Capital Specialized Investment Fund, Luxembourg 8-10 Rue Mathias Hardt BP 3023 L-1030 Luxembourg		--			13,914,722	(4)		13,914,722	(4)		14.35%	(4 )

MANAGEMENT - continued

Officers and Directors - continued

( 1)	Applicable percentage of ownership is based on 96,951,155 shares of our Common Stock outstanding as of July 22, 2008, together with securities exercisable or convertible into shares of Common Stock within sixty (60) days of July 3, 2008 for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Note that affiliates are subject to Rule 144 and Insider trading regulations - percentage computation is for form purposes only.

(2)	35,000,000 of these shares have been pledged to secure the Company’s obligations under the February 2007 Purchase Agreement, the February Debentures and related transaction documents in accordance with the terms of the February Pledge Agreement.

(3)	All of these shares represent shares which may be issued to Mr. Jones upon the exercise of 225,000 options issued pursuant to the Company’s 2006 Employees/Consultants Stock Compensation Plan, which such options have vested and are exercisable at a purchase price of $0.03 per share.

(4)	Except with respect to the October Warrant, in no event shall the holder be entitled to exercise any warrant for a number of shares in excess of that number of shares of our Common Stock which, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by Trafalgar and its affiliates to exceed 4.99% of the outstanding shares of the Common Stock following such exercise. However, Trafalgar is nevertheless entitled to exercise the October Warrant into 6,785,250 shares without limitation, and therefore as of the date of this Prospectus, Trafalgar is considered to beneficially own 14.37% of our Common Stock.

MARKET PRICE OF AND DIVIDENDS

ON THE REGISTRANTS COMMON EQUITY AND OTHER STOCKHOLDER MATTERS

Our common stock is currently listed on the Pink Sheets under the symbol CMKI. Set forth below is a table summarizing the high and low bid quotations for our common stock during its last two fiscal years.

YEAR 2008	High Bid	Low Bid
2 nd Quarter 2008	$0.09	$0.04
1 st Quarter 2008	$0.10	$0.04

YEAR 2007	High Bid	Low Bid
4 th Quarter 2007	$0.14	$0.06
3 rd Quarter 2007	$0.16	$0.09
2 nd Quarter 2007	$0.27	$0.12
1 st Quarter 2007	$0.28	$0.10

YEAR 2006	High Bid	Low Bid
4 th Quarter 2006	$0.36	$0.18
3 rd Quarter 2006	$0.30	$0.20
2 nd Quarter 2006	$0.32	$0.10

The above table is based on over-the-counter quotations. These quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions, and may not represent actual transactions. All historical data was obtained from Pink Sheets LLC.

As of the date of this Prospectus, there were fifty-three (53) stockholders of record of our Common Stock, excluding stockholders who hold their shares in brokerage accounts in street name. Of the 96,951,155 shares of our Common Stock outstanding as of July 22 , 2008, 14,049,219 shares are freely tradable without r estriction, unless held by our “ affiliates” . The remaining 82,901,936 shares of our Common Stock which are held by existing stockholders, including officers and Directors, are “ restricted securities” and may be resold in the public market only if registe r ed or pursuant to an exemption from registration. Of these “ restricted securities” , 76,575,936 may be sold under Rule 144. Furthermore, the selling stockholders in the Registration Statement to which this Prospectus is made a part, intend to sell in the public market up to 5,119,160 shares of our Common Stock which is being regist ered in this offering. That means that up to 5,119,160 shares may be sold hereunder.

Dividend Policy

We have never declared or paid cash dividends on our common stock. We intend to retain all future earnings to finance future growth and therefore, do not anticipate paying any cash dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans (1)

The Company’s 2006 Employees/Consultants Stock Compensation Plan (the Plan ) was established on January 1, 2006 to offer to Directors, officers and select key employees, advisors and consultants an opportunity to acquire a proprietary interest in the success of the Company to receive compensation, or to increase such interest, by purchasing shares of our Common Stock. The Plan provides both for the direct award or sale of shares and for the grant of options to purchase shares.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS COMMON EQUITY AND OTHER STOCKHOLDER MATTERS - continued

Dividend Policy - continued

Options granted under the Plan may include non-statutory options, as well as ISOs intended to qualify under section 422 of the Internal Revenue Code of 1986, as amended.

PlPlan Category	Number of securities to be issued upon exercise of outstanding options and rights		Weighted average exercise price of outstanding options and rights		Number of securities remaining available for future issuance

Equity compensation plans approved by security holders (2)		1,600,000	$	0.03	(4)

Equity compensation plans not approved by security holders (3)		0	N/A		N/A

Total		1,600,000	$	0.03	(4)

(1)	As of July 22, 2008.
(2)	Currently, CMARKs 2006 Employees/Consultants Stock Compensation Plan is the only equity compensation plan in effect. The aggregate number of shares which may be issued under the plan shall not exceed 30% of shares outstanding.
(3)	The Company currently has 1,600,000 options to purchase shares of Common Stock at $0.03 per share outstanding, of which 612,500 are currently vested.
(4)	The aggregate number of shares which may be issued under the Plan (upon exercise of options or other rights to acquire the shares) shall not exceed thirty percent (30%) of the total number of shares outstanding, subject to certain adjustments set forth in the Plan. The number of shares which are subject to options or other rights outstanding at any time under the Plan shall not exceed the number of shares which then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient shares to satisfy the requirements of the Plan.

Sales of Unregistered Securities

Except as otherwise noted, all of the following shares were issued and options and warrants granted pursuant to the exemption provided for under Section 4(2) of the Securities Act as a transaction not involving a public offering. No commissions were paid, and no underwriter participated, in connection with any of these transactions. Each such issuance was made pursuant to individual contracts which are discrete from one another and are made only with persons who were sophisticated in such transactions and who had knowledge of and access to sufficient information about CMARK to make an informed investment decision. Among this information was the fact that the securities were restricted securities.

In June 2000, the Company issued 100,000,000 founder shares to our President and CEO Mr. Charles W. Jones, Jr. at par ($0.0001 per share). In 2005, Mr. Jones retired 28,000,000 of these shares.

In 2004, the Company issued 15,000,000 non-qualified shares to certain individuals in consideration for services provided to the Company at par ($0.0001 per share) for an aggregate value of $1,500.

On August 25, 2005, 4,850,000 shares were granted by our President/CEO (not new issuances by the Company) to certain persons for the benefit of the Company at $0.03 per share.

On October 20, 2005, the Company issued 650,000 shares to certain persons pursuant to a private placement (Regulation D) at a price of $0.03 per share.

On November 14, 2005, the Company issued 500,000 shares to certain persons immediately following the October 20, 2005 private placement at a price of $0.03 per share.

On January 6, 2006, the Company issued 1,000,000 shares to two (2) investors as compensation for their past debt financing efforts at a price of $0.03 per share.

On July 6, 2006, the Company issued 12,500 shares upon the exercise by a certain individual of stock options issued at $0.03 per share by the Company pursuant to the Company's 2006 Employees/Consultants Compensation Plan (the Plan).

On July 20, 2006, the Company issued 168,750 shares upon the exercise by certain individuals of stock options issued at $0.03 per share by the Company pursuant to the Plan.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS COMMON EQUITY AND OTHER STOCKHOLDER MATTERS - continued

Sales of Unregistered Securities - continued

On July 20, 2006, the Company issued 50,000 shares to Cervelle Group valued at $1,500 for compensation for IR/PR fees at a price of $0.03 per share.

On July 27, 2006, the Company issued 62,500 shares upon the exercise by certain individuals of stock options issued at $0.03 per share by the Company pursuant to the Plan.

On August 1, 2006, the Company issued 12,500 shares upon the exercise by certain individuals of stock options issued at $0.03 per share by the Company pursuant to the Plan.

On August 8, 2006, the Company issued 6,250 shares upon the exercise by a certain individual of stock options issued at $0.03 per share by the Company pursuant to the Plan.

On September 1, 2006, the Company issued 25,000 shares upon the exercise by a certain individual of stock options issued at $0.03 per share by the Company pursuant to the Plan.

On or about February 15, 2007, the Company issued 50,000 shares valued at $15,000 in consideration for IR/PR services provided to the Company.

On or about February 15, 2007, the Company issued 120,000 shares valued at $36,000 in consideration for investor relations services.

On February 28, 2007, the Company entered into the February Purchase Agreement with Trafalgar, pursuant to which the Company sold and issued to Trafalgar secured convertible February Debentures in the aggregate principal amount of One Million Eight Hundred Thousand Dollars ($1,800,000). The February Debentures mature in two (2) years and interest shall accrue on the unpaid principal at a rate equal to (a) twelve percent (12%) per annum compounded monthly from the issuance date of the February Debentures until the date that a registration statement covering shares to be issued under the February Debentures is filed with the SEC.

On or about March 5, 2007, the Company issued 500,000 shares valued at $115,000 to Knightsbridge for consulting services rendered to the Company.

On or about March 23, 2007, the Company issued 50,000 shares valued at $14,500 in consideration for IR/PR services provided to the Company.

On or about April 28, 2007, the Company issued 75,000 shares upon the exercise by a certain individual of stock options issued at $0.03 per share by the Company pursuant to the Plan.

On or about May 7, 2007, the Company issued 100,000 shares valued at $18,000 in lieu of finance charges due to a vendor.

On May 15, 2007, the Company entered into that certain May Purchase Agreement with Trafalgar pursuant to which the Company sold and issued to Trafalgar secured convertible May Debentures in the aggregate principal amount of Seven Hundred Thousand Dollars ($700,000), of which Seven Hundred Thousand Dollars ($700,000) was funded on May 10, 2007 As of the date of this Prospectus, the Company fully paid off the May Debentures. Please see the Section entitled Selling Stockholders herein for a complete description of this transaction.

In connection with the May Purchase Agreement, the Company issued to Trafalgar on June 21, 2007 a five (5) year common stock purchase warrant (as amended by that certain May Amendment and further amended on August 3, 2007) for Five Hundred Thousand (500,000) shares of our Common Stock, at an exercise price equal to $0.075 per share. Please see the Section entitled Selling Stockholders herein for a complete description of this transaction.

On May 16, 2007, the Company issued 50,000 warrants for a bonding agreement.

On July 13, 2007, the Company entered into that certain July Securities Purchase Agreement pursuant to which the Company issued to Trafalgar $1,108,944.35 in secured debentures, of which $737,335.95 was funded on July 13, 2007 pursuant to four (4) separate debentures and $371,608.40 was funded on August 6, 2007 pursuant to four (4) separate debentures. Payment of the unpaid principal and interest on each July Debenture shall be made from and upon receipt by the Company of the proceeds of certain accounts receivable is set forth in each July Debenture. Each July Debenture has a five (5) month maturity and accrues interest at a rate of twelve percent (12%) per annum compounded monthly from the date of each July Debenture.

Pursuant to the July Purchase Agreement, on July 13, 2007 the Company issued 1,500,000 five (5) year common stock purchase warrants at an exercise price of $0.001 per share and 368,668 five (5) year common stock purchase warrants at an exercise price of $0.075 per share to Trafalgar. Please see the Section entitled Selling Stockholders for a complete description of this transaction.

On or about August 14, 2007, the Company agreed to issue 62,500 shares valued at $7,500 to Mr. Kennedy for his services as Director of the Company for the period of October 1, 2006 through June 30, 2007. The Company reasonably issued only 50,000 shares to Mr. Kennedy on this date and issued an additional 12,500 as a corrective measure on June 6, 2008 .

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS COMMON EQUITY AND OTHER STOCKHOLDER MATTERS - continued

Sales of Unregistered Securities - continued

On or about August 14, 2007, the Company issued 25,000 shares valued at $3,000 in lieu of finance charges due to a vendor.

On September 12, 2007, the Company issued 12,500 shares upon the exercise by a certain individual of stock options issued at $0.03 per share by the Company pursuant to the Plan.

On October 1, 2007, the Company issued to David Engstrom war rants to purchase 40,000 shares of Common Stock at an exercise price of $0.25 per share and issued to Kevin DeMeritt warrants to purchase 160,000 shares of Common Stock at an exercise price of $0.25 per share.

On October 2, 2007, the Company entered into that certain October Purchase Agreement pursuant to which the Company issued to Trafalgar up to One Million One Hundred Thousand Dollars ($1,100,000) in secured debentures, of which $1,049,548.45 was funded on October 2, 2007 pursuant to four (4) separate debentures and the remainder of which shall be funded on a date that is mutually acceptable to the Company and Trafalgar. Each October Debenture has a five (5) month maturity and accrues interest at a rate of twelve percent (12%) per annum compounded monthly from the date of each October Debenture.

In connection with the October Purchase Agreement, the Company issued a five (5) year common stock purchase warrant to Trafalgar pursuant to which Trafalgar is entitled to purchase from the Company such number of shares of our Common Stock equal to 7.5% of the outstanding shares of our Common Stock on the date of issuance (or 6,785,250 shares) at an exercise price of $0.001 per share or as subsequently adjusted in accordance with the terms of the October Warrant. Please see the Section entitled Selling Stockholders for a complete description of this transaction.

On October 18, 2007, the Company entered into the October II Purchase Agreement pursuant to which the Company issued to Trafalgar Seven Hundred Fifty Thousand Dollars ($750,000) in secured debentures, of which all of which was funded on October 18, 2007 pursuant to five (5) separate debentures Each October II Debenture has a (5) month maturity and accrues interest at a rate of twelve percent (12%) per annum compounded monthly from the date of each October II Debenture.

In connection with the October II Purchase Agreement, the Company issued (i) a five (5) year common stock purchase warrant for 375,000 shares of our Common Stock at an exercise price equal to $0.075 per share and (ii) a five (5) year common stock purchase warrant for 1,500,000 shares of our Common Stock at an exercise price equal to $0.001 per share. Please see the Section entitled Selling Stockholders for a complete description of this transaction.

On December 8, 2007, the Company granted 132,250 common shares for accounting services valued at $10,580.

On December 31, 2007, the Company entered into a stock purchase agreement with Trafalgar pursuant to which the Company sold to Trafalgar Three Million Five Hundred Thousand Dollars ($3,500,000) of secured convertible debentures. Prior to Decemb er 31, 2007, Trafalgar had purchased certain other convertible debentures from the Company with an amount outstanding owed by the Company equal to Two Million Five Hundred Twenty-Five Thousand Dollars ($2,525,000) at December 31, 2007. In connection with t he December Purchase Agreement, the Prior Convertible Debentures were cancelled, the purchase price was credited by the amount outstanding under the Prior Convertible Debentures and Trafalgar purchased an additional Nine Hundred Seventy-Five Thousand Doll a rs ($975,000) of convertible debentures. The December Debenture matures on December 31, 2009 with interest on the unpaid principal of the December Debenture accruing at twelve percent (12%) per annum compounded monthly from December 31, 2007.

In connecti on with the December Purchase Agreement, the Company issued a warrant to Trafalgar to purchase Seven Million Five Hundred Thousand (7,500,000) shares of Common Stock for a period of five (5) years at an exercise price equal to $0.001 per share.

On or about March 18, 2008, the Company issued 845,886 shares valued at $40,602.55 to Trafalgar upon request for conversion of $35,000 in accrued interest on the outstanding convertible debentures and the corresponding currency conversion premium of $5,602.55.

On or about March 18, 2008, the Company issued 4,000,000 shares valued at $440,000 in consideration for IR/PR services provided to the Company.

On or about June 6, 2008, the Company issued 93,750 shares valued at $7,500 to Mr. James Kennedy for his services as Director of the Company for the period of July 1, 2007 to March 31, 2008.

On or about July 1, 2008, the Company issued 1.396,769 shares valued at $58,664.29 to Trafalgar upon request for conversion of $50,000 in accrued interest on the outstanding convertible debentures and the corresponding currency conversion premium of $8,664.29.

Unless otherwise specified above, CMARK believes that all of the above transactions were transactions not involving any public offering within the meaning of Section 4(2) of the Securities Act, as amended, since (a) each of the transactions involved the offering of such securities to a substantially limited number of persons; (b) each person took the securities as an investment for his/her/its own account and not with a view to distribution; (c) each person had access to information equivalent to that which would be included in a registration statement on the applicable form under the Securities Act, as amended; (d) each person had knowledge and experience in business and financial matters to understand the merits and risk of the investment; therefore no registration statement needed to be in effect prior to such issuances.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We received $225,000 on January 20, 2005, in connection with a note payable to Mr. Tom Sneva, a shareholder of the Company for $225,000, collateralized by accounts receivable for a one year period renewable each anniversary date of the note, bearing interest at eighteen percent (18%) per annum. Interest only payments started on February 25, 2005. We signed second collateralized note with Mr. Sneva for $400,000 with the same terms and conditions on April 25, 2005, with interest only payments commencing on April 25, 2005. Interest expense in 2005 for these notes was $57,000.

On December 14, 2004, Mr. Bob Lanford, a shareholder of the Company, loaned us $200,000, having the same terms, collateral and conditions as above. Interest only payments started on January 14, 2005. On July 21, 2005, Mr. Lanford loaned us an additional $200,000 with the same terms, collateral and conditions, as the first loan. Interest expense in 2005 for these notes was $33,000.

On September 29, 2005, all four (4) of the above notes were assumed by our President and CEO without any principal reductions having been paid.

Messrs. Sneva and Lanford became consultants of the Company, effective on September 29, 2005, when their notes were assumed by our President/CEO pursuant to the terms of such assumed notes. No separate formal consulting agreements were executed. In the years ended December 31, 2005 and 2006, we paid to Messrs. Sneva and Lanford $30,750 and $123,000, respectively. The consulting fees are payable at $6,250 per month for the notes in the first paragraph above ($625,000) and $4,000 per month for the notes in the second paragraph above ($400,000), until the notes are paid in full.

During 2007, Mr. Charles Jones, our President & CEO, advanced a total of $372,043 to the Company of which all was repaid. During 2007, Mr. Jones used his personal credit card for corporate expenses which we treat as a revolving line of credit. At December 31, 2007, the Company owed him $146,026.

The following Directors of CMARK are independent: Mr. James Kennedy and Mr. William Colburn . The following Director is not independent: Mr. Charles Jones .

CMARK does not currently have an audit committee or a compensation committee, and the Board serves this functions. Further, the Board does not have a financial expert, as defined by Regulation S-B Item 401. CMARK has not been able to attract a financial expert to serve on its Board due to the lack of necessary capital. CMARK intends to seek a candidate to serve in this role.

DESCRIPTION OF CAPITAL STOCK

Common Stock

We are authorized to issue Five Hundred Million (500,000,000) shares of Common Stock, par value $0.0001 per share, of which 96,951,155 shares were issued and outstanding as of the date of this Prospectus.

The securities being offered hereby are shares of our Common Stock. The holders of Common Stock are entitled to one (1) vote per share for the election of Directors and with respect to all other matters submitted to a vote of stockholders. Shares of our Common Stock do not have cumulative voting rights, which means that the holders of more than fifty percent (50%) of such shares voting for the election of directors can elect one hundred percent (100%) of the Directors if they choose to do so. Our Common Stock does not have preemptive rights, meaning that the stockholders ownership interest in CMARK would be diluted if additional shares of Common Stock are subsequently issued and the existing stockholders are not granted the right, at the discretion of the Board of Directors, to maintain their ownership interest in our Company.

Upon liquidation, dissolution or winding-up of CMARK, our assets, after the payment of debts and liabilities and any liquidation preferences of, and unpaid dividends on, any class of preferred stock then outstanding, will be distributed pro-rata to the holders of our Common Stock. The holders of our Common Stock do not have preemptive or conversion rights to subscribe for any our securities and have no right to require us to redeem or purchase their shares. The holders of Common Stock are entitled to share equally in dividends, if, as and when declared by our Board of Directors, out of funds legally available therefore.

Preferred Stock

We do not have authorized or issued preferred stock.

Warrants

As of the date of this Prospectus, we had 24,414,722 warrants outstanding, all of which have vested. On August 3, 2007, the Company agreed to issue to Trafalgar 2,500,000 warrants at an exercise price of $0.075 per share in consideration for Trafalgar's willingness to enter into additional financing arrangements, however as of the date of this Prospectus the Company has not physically issued such warrants. Of the vested warrants outstanding, Fifty Thousand (50,000) warrants have an exercise price of $0.25 per share. Two Million Two Hundred Thousand (2,200,000) February Warrants have an exercise price per share equal to $0.075 and Five Hundred Thousand (500,000) February Warrants have an exercise price per share equal to $0.0001. Five Hundred Thousand (500,000) May Warrants have an exercise price equal to $0.075 per share, 368,668 July Warrants have an exercise price equal to $0.075 per share, 1,500,000 July Warrants have an exercise price of $0.001 per share and 185,804 July Warrants have an exercise price of $0.075 per share. 200,000 October Warrants have an exercise price of $0.25 per share. 6,785,250 October Warrants have an exercise price of $0.001 per share, 375,000 October II Warrants have an exercise price of $0.075 per share and 1,500,000 October II Warrants have an exercise price of $0.001 per share. 7,500,000 December Warrants have an exercise price of $0.001 per share. Each warrant issued to Trafalgar has a term of five (5) years.

Options

As of the date of this Prospectus, we had 1,600,000 options outstanding which have been issued by the Company pursuant to the Company's 2006 Employees/Consultants Stock Compensation Plan. The exercise price of these options is $0.03 per share.

Transfer Agent

The Company's transfer agent is First American Stock Transfer, Inc. located at 706 East Bell Road, Suite 202, Phoenix, Arizona 85022. The transfer agent's telephone number is (602) 485-1346.

Reports To Stockholders

We intend to furnish our stockholders with annual reports which will describe the nature and scope of our business and operations for the prior year and will contain a copy of our audited financial statements for the most recent fiscal year.

DESCRIPTION OF CAPITAL STOCK - continued

Indemnification Of Directors And Executive Officers And Limitation On Liability

Our Articles of Incorporation (as amended) and Bylaws are silent with respect to the liability of our Directors and officers for breaches of fiduciary duties as Directors and officers.

Section 33-8-500 et seq. of the South Carolina Business Corporation Act of 1988 provides us with broad powers and authority to indemnify our directors and officers and to purchase and maintain insurance for such purposes and mandates the indemnification of our directors under certain circumstances.

Insofar as indemnification for liabilities arising under the Securities Act, as amended, may be permitted to Directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a Director, officer, or controlling person in the successful defense of any action, suit, or proceeding) is asserted by such Director, officer, or controlling person connected with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

Effective December 26, 2007, the Board of Directors of the Company accepted the resignation of Braverman International, P.C. (“ Braverman ”) as the Company’s independent registered public accounting firm. Braverman’s report on the Company’s financial statements for the past two (2) fiscal years did not contain an adverse opinion or a disclaimer of opinion, and was not qualified as to uncertainty, audit scope, or accounting principles; however, the report included an explanatory paragraph wherein Braverman expressed substantial doubt about the Company’s ability to continue as a going concern. The change of independent registered public accountants was approved by the Company’s Board of Directors on December 26, 2007.

During the Company’s most recent two (2) fiscal years, as well as the subsequent interim period through December 26, 2007, there were no disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement. Other than as set forth herein below, during the Company’s most recent two (2) fiscal years, as well as the subsequent interim period through December 26, 2007, Braverman did not advise the Company of certain matters identified in Item 304(a)(1)(iv)(B) of Regulation S-B. However, on October 29, 2007, Braverman did advise the Company of certain material weaknesses in the Company’s internal control over financial reporting. A copy of Braverman’s letter addressed to the SEC stating that it agrees with the statements made by the Company above is attached hereto as Exhibit 16.1.

Effective as of December 31, 2007, the Company engaged Salberg & Company, P.A. (“ Salberg ”) as its independent registered public accounting firm to audit the Company’s financial statements. The Company did not consult Salberg on any matters described in Item 304(a)(2)(i) or (ii) of Regulation S-B during the Company’s two (2) most recent fiscal years or any subsequent interim period prior to engaging Salberg.

LEGAL MATTERS

The validity of the shares offered hereby has been opined on for us by The O'Neal Law Firm, P.C.

AVAILABLE INFORMATION

We have filed with the SEC a Registration Statement under the Securities Act with respect to the securities offered by this Prospectus. This Prospectus, which forms a part of the Registration Statement, does not contain all the information set forth in the Registration Statement, as permitted by the rules and regulations of the SEC. For further information with respect to us and the securities offered by this Prospectus, reference is made to the Registration Statement.

Statements contained in this Prospectus as to the contents of any contract or other document that we have filed as an exhibit to the Registration Statement are qualified in their entirety by reference to the exhibits for a complete statement of their terms and conditions. The Registration Statement and other information may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains a web site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

CMARK International, Inc.

INDEX OF FINANCIAL STATEMENTS

	Page

Financial Statements For the Three (3) Months Ended March 31, 2008 and 2007

Condensed Balance Sheets as of March 31, 2008 (Unaudited) and December 31, 2007	F-1

Unaudited Condensed Statements of Operations for the three (3) months ended March 31, 2008 and 2007	F-2

Unaudited Statement of Changes in Stockholders’ Deficit for the three (3) months ended March 31, 2008	F-3

Unaudited Condensed Statements of Cash Flows for the three (3) months ended March 31, 2008 and 2007	F-4 - F-5

Notes to Financial Statements	F-6 – F-7


Financial Statements For the Periods Ended December 31, 2007 and 2006

Report of Independent Registered Public Accounting Firm ( Braverman International, P.C.)	F-8

Report of Independent Registered Public Accounting Firm ( SALBERG & COMPANY, P.A. )	F-9

Balance Sheets as of December 31, 2007 and 2006	F-10

Statement of Operations for the Years ended December 31, 2007 and 2006	F-11 to F-12

Statement of Changes in Stockholders’ Deficit for the Years ended December 31, 2007 and 2006	F-13

Statements of Cash Flows for the Years ended December 31, 2007 and 2006	F-14 – F-15

Notes to Financial Statements	F-16 – F-40

F-i

CMARK INTERNATIONAL, INC.
Condensed Balance Sheets

SUBSTANTIALLY ALL ASSETS ARE PLEDGED AS COLLATERAL

ASSETS
	March 31,			December 31,
	2008			2007
	(unaudited)
Current Assets-
Cash	$	497,980		$	1,038,105

Accounts receivable - trade, net		2,969,989			2,715,541

Work in progress - inventories		533,260			466,725
Prepaid interest		0			19,499

Total current assets		4,001,229			4,239,869

Property and Equipment, net		632,352			679,047

Other Assets
Deferred financing costs - net		110,230			136,673
Deposits		51,152			47,927

Total other assets		161,382			184,600

Total Assets	$	4,794,964		$	5,103,517

LIABILITIES AND STOCKHOLDERS' DEFICIT


Current Liabilities
Accounts payable	$	3,453,419		$	3,102,132
Accrued liabilities		678,365			630,487
Deferred revenue		-			21,537
Shareholder advance		130,043			146,026
Capitalized lease obligations - current portion		8,985			9,395
Note payable - related party		675,000			750,000
Notes payable - current portion		151,104			152,985

Total current liabilities		5,096,917			4,812,561

Long Term Debt - less current portion
Capitalized lease obligations		17,735			20,001
Notes payable		100,000			137,658
Secured convertible debtentures, net of discount of $3,620,893
and $4,192,636 at March 31, 2008 and December 31, 2007, respectively		2,341,799			1,107,364

Total long term debt		2,459,534			1,265,023

Total Liabilities		7,556,451			6,077,584

COMMITMENTS AND CONTINGENCIES (NOTE 7)

STOCKHOLDERS' DEFICIT

Common stock, par value $.0001, 500,000,000 shares
authorized, 95,460,636 issued and outstanding - 2008
90,614,750 issued and outstanding - 2007		9,546			9,062
Additional paid-in capital		7,805,058			7,310,512
Accumulated deficit		(10,576,091	)		(8,293,642	)

Total Stockholders' Deficit		(2,761,487	)		(974,067	)

Total Liabilities and Stockholders' Deficit	$	4,794,964		$	5,103,517

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-1

CMARK INTERNATIONAL, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

	For the Three Months Ended
	March 31,
	2008			2007
REVENUES

Food -
Service equipment	$	2,633,310		$	829,817
Relief and catering services		-			525,379
Products and supplies		32,532			90,968
Interior buildouts		47,664			-
Furniture and furnishings		1,723,900			133,311
Industrial materials		15,253			2,549
Other revenues		9,296			5,355

Total Revenue		4,461,956			1,587,378

COST OF REVENUES
Food -
Service equipment		1,813,065			671,083
Relief and catering services		-			447,313
Products and supplies		31,749			77,066
Interior buildouts		59,412			-
Furniture and furnishings		1,695,720			193,719
Industrial materials		2,608			1,941
Other costs		23,626			945

Total Cost of Revenue		3,626,179			1,392,067

Gross Profit		835,777			195,312

OPERATING EXPENSES:
General and administrative
Compensation		516,539			430,517
Consulting - related parties		30,750			30,750
Stock registration expenses		24,702			22,500
Other		869,284			398,762
Bad debt expense		1,162			-
Depreciation		49,996			50,306


Total Operating Expenses		1,492,433			932,835

OPERATING INCOME (LOSS)		(656,655	)		(737,524	)

OTHER (INCOME) AND EXPENSE
Gain in lawsuit settlement		-
Interest income		(4,457	)		(1,007	)
Gain on disposition of capital lease asset		-			-
Liquidated damages		108,000			-
Amortization of discount on debt		595,445			21,450
Foreign currency transaction loss		492,012
Interest expense
- related party		28,678			33,750
- other		178,719			34,594


Total Other (Income) Expense		1,398,398			88,787

NET (LOSS)	$	(2,055,053	)	$	(826,311	)

Basic and diluted
net (loss) per common share	$	(0.02	)	$	(0.01	)

Weighted average number of
Common Shares Outstanding -
Basic and diluted		92,230,045			90,248,108

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-2

CMARK INTERNATIONAL, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
For the three months ended March 31, 2008
(Unaudited)


					Additional
	Common Stock				Paid-in		Accumulated
	Shares Issued		Amount		Capital		Deficit			Total

Balance, December 31, 2007		90,614,750	$	9,061	$	7,310,511	$	(8,521,038	)	$	(1,201,465	)

Warrants granted for financing extension						9,403					9,403

Warrants granted for bonding						1,352					1,352

Shares issued for payment of interest on Convertible debentures		845,886		85		40,518					40,603

Shares issued for investor relations and public relations services		4,000,000		400		439,600					440,000

Stock based compensation						3,673					3,673

Net (loss) for the period								(2,055,053	)		(2,055,053	)

Balance, March 31, 2008		95,460,636	$	9,546	$	7,805,058	$	(10,576,091	)	$	(2,761,487	)

SEE ACCOMPANYING UNAUDITED NOTES TO UNAUDITED FINANCIAL STATEMENTS

F-3

CMARK INTERNATIONAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)


	For the Three Months Ended
	March 31,
	2008			2007
OPERATING ACTIVITIES:

Net (loss)	$	(2,055,053	)	$	(826,311	)

Adjustments to reconcile net (loss) to net
cash provided/(used) by operating activities:
Foreign currency transaction loss		452,387			-
Shares issued for services		-			-
Stock based compensation		440,000			65,500
Stock issued as finance charge		40,603			-
Bad debt expense		-			-
Warrants granted for financing and bonding		10,755			-
Amortization of deferred issue costs		26,443			5,417
Amortization of debt discount		598,162			42,199
Amortization of stock options granted		3,673			2,542
Amortization		-			-
Gain on disposition of capital lease asset		-			-
Depreciation		49,996			50,306
Changes in operating assets and liabilities:
Accounts receivable		(254,448	)		396,262
Inventory		(66,535	)		(82,839	)
Other assets		16,275			(21,297	)
Prepaid expense		-			-
Deposits		-			-
Accounts payable		351,286			(706,540	)
Deferred revenue		(21,537	)		262,532
Accrued liabilities		16,488			(44,635	)

Total Adjustments		1,663,549			(30,552	)

Net Cash (used) by Operating Activities		(391,504	)		(856,862	)

INVESTING ACTIVITIES:
Purchase of fixed assets		(3,302	)		(24,819	)

Net Cash (used) by Investing Activities		(3,302	)		(24,819	)

FINANCING ACTIVITIES:
Proceeds from note payable		-			-
Proceeds from convertible debentures		-			1,000,000
Proceeds from accounts receivable financing		-			-
Repayment of notes payable		(125,264	)		(49,041	)
Proceeds from note payable, shareholder		-			272,043
Principal reduction of obligation to shareholder		(15,983	)		(289,156	)
Payment of debt issue costs		-			(35,000	)
Repayment of convertible debenture		-			(122,500	)
Repayment of A/R financing		-			-
Proceeds from exercise of options by employees		-			-
Principal reduction of capital lease obligations		(4,071	)		(4,103	)

Net Cash provided by Financing Activities		(145,318	)		772,243

NET INCREASE/(DECREASE) IN CASH		(540,125	)		(109,438	)

CASH, beginning of period		1,038,105			189,859

CASH, end of period	$	497,980		$	80,421

F-4

CONDENSED STATEMENTS OF CASH FLOWS - continued



Supplemental Schedule of Noncash
Investing and Financing Activities:

Trafalgar convertible debt #1 discount:
Warrant valuation allocated to discount on debt			$	531,461

Common Shares issued as a finders fee
and recorded as a deferred asset			$	115,000

Assets purchased under installment plan			$	9,935


Other Supplemental Information
Related party	$	28,678	$	33,750
Others		178,719		34,594
Interest paid	$	207,397	$	68,344




SEE ACCOMPANYING UNAUDITED NOTES TO UNAUDITED FINANCIAL STATEMENTS

F-5

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

MONTHS ENDED MARCH 31, 2008

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) and the rules of the US Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position as of March 31, 2008 and the results of its operations and cash flows for the three months ended March 31, 2008 and 2007 have been made. Operating results for the three months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ended December 31, 2008.

These unaudited financial statements should be read in conjunction with management’s discussion and analysis and plan of operation contained in this report and the audited financial statements and notes thereto for the year ended December 31, 2007.

NOTE 2 – GOING CONCERN

Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

We have sustained operating losses in the three month period ended March 31, 2008 and the year ended December 31, 2007.

As of March 31, 2008 we had a working capital deficit of $1,095,688, stockholders’ deficit of $2,761,487 and accumulated deficit of $10,576,091. During the three months ended March 31, 2007 we had a net loss of $2,055,053 and cash used in operating activities of $391,504. The Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plan is to aggressively pursue its present business plan and expand its offering of services and products to additional government and commercial customers. In 2008, we will seek additional debt or equity financing as required. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 – WORK IN PROGRESS -INVENTORIES

At March 31, 2008 and December 31, 2007, work-in-progress inventories consisted of the following:

	2008		2007

Finished Goods	$	533,260	$	466,725
Raw Materials		-		-
Total	$	533,260	$	466,725

NOTE 4 – SECURED CONVERTIBLE DEBENTURES, BANK NOTES AND OTHER NOTES PAYABLE

Notes and Convertible debentures payable at March 31, 2008 were as follows:

Description	Principal			Original Debt Discount			Accumulated Amortization of Debt Discount		Foreign Exchange Rate Loss (Gain)		Principal, net of Discount
Secured convertible debenture dated February 28, 2007	$	1,800,000		$	(1,057,593	)	$	508,536	$	360,301	$	1,611,244
Secured convertible debenture dated December 31, 2007		3,500,000			(3,500,000	)		442,463	$	288,091		730,554
Bank and other loans		308,303			( 130,773	)		73,574		-		251,104
Note payable		675,000								-		675,000
Total		6,283,303			(4,688,366	)		1,024,573		648,392		3,267,902
Current portion		(869,003	)		-			42,900		-		(826,103	)
Long term obligations	$	5,414,299		$	(4,688,366	)	$	1,067,473	$	648,392	$	2,441,799

Note Payable Extension

On February 6, 2008, we entered into an extension of a note dated August 25, 2005 with Sterling Management. The note maturity is extended to June 30, 2008, the interest rate has been changed to 16% per annum, and we also agreed to make monthly payments of $9,000 per month, which will be adjusted as principal payments are made. We also agreed to pay a principal payment of $25,000 to Sterling upon execution of the extension. All other terms of the original promissory note remains in force.

F-6

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

MONTHS ENDED MARCH 31, 2008

(Unaudited)

NOTE 4 – SECURED CONVERTIBLE DEBENTURES, BANK NOTES AND OTHER NOTES PAYABLE - continued

We also agreed to issue the lender a warrant for 200,000 shares of our Common Stock at an exercise price of $.25 per share. We used the Black-Scholes option pricing model using the following assumptions: stock price volatility of 159% (based on historical volatility), risk free rate of return of 5.25%; dividend yield of 0%, and a two year term (based on the contractual term for these non-employee warrants), and the value has been expensed as a financing cost, at its fair value of $9,403.

Payment of Interest in Common Stock

On March 6, 2008, one of our lenders converted an interest payment that was due into restricted common shares of stock. The lender converted $35,000 of accrued interest into 845,886 shares of common stock at their request for payment of the interest owed. The conversion was at a rate of $0.048 per share based on 60% of $0.08, the lowest bid price for the 5 trading days immediately prior to the date of conversion. In addition, the company recorded a loss on the conversion of $5,603 based on a foreign currency adjustment.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

Lease amendment

On January 18, 2008, we signed a lease amendment for our Phoenix, AZ office. The terms of the previous lease were extended until May 31, 2011, or thirty-six months, and a base rent of $4,419 per month. All other terms of the lease remain in force.

NOTE 6 – COMMON STOCK WARRANTS

The following are warrant activities during the three month period ended March 31, 2008:

	Total		Warrants at $.0001		Warrants at $.001		Warrants at $.075		Warrants at $.25
Balance as of December 31, 2007		24,164,722		500,000		17,285,250		6,129,472		250,000
Two year term Warrants issued for note payable financing extension, February 7, 2008		200,000								200,000
One year term Warrants issued for Bonding agreement, February 11, 2008		50,000								50,000
Balance as of March 31, 2008		24,414,722		500,000		17,285,250		6,129,472		500,000

NOTE 7 – COMMON STOCK

During the three month period ended March 31, 2008, we had several issuances of restricted shares of our common stock for payment of services performed. The common stock was valued at the quoted trading price on the grant dates.

Date	Number of Shares	Price per share	Value	Description
March 1, 2008	4,000,000	$ 0.11	$ 440,000	Shares issued to a consulting firm for investor and public relations services

Payment of Interest in Common Stock

NOTE 8 - CONCENTRATIONS

Concentration of credit risk

The majority of our accounts receivable are from Federal or state governments and institutions for whom the Company works as a the general contractor, subcontractor or materials supplier. We have developed a working knowledge of the credit risks associated with the jobs in our market segments.

We maintain our cash balances at two financial institutions and had balances in excess of FDIC insurance of $419,256 as of March 31, 2008.

Concentration of lender

The Company has been reliant upon one significant lender since 2007.

NOTE 9 – SUBSEQUENT EVENTS

Conversion Price Amendment for Convertible Debentures

In June 2008, the pre-OTCBB trading conversion price of the $1.8 million debentures, dated February 28, 2007, was amended to be 60% of the Company’s lowest daily closing bid price for the 5 trading days immediately prior to a conversion notice being issued.

F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

CMARK INTERNATIONAL, INC.

Columbia, South Carolina

We have audited the accompanying balance sheet of CMARK INTERNATIONAL, INC. (a South Carolina corporation) as of December 31, 2006, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

W e conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CMARK INTERNATIONAL, INC. as of December 31, 2006, and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 of the Notes to financial statements, the Company has incurred a significant loss during the year ended December 31, 2006. It also has a significant deficit in working capital and in Stockholders’ equity. Its ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, and/or achieve profitable operations. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Braverman International, P.C.

Braverman International, P.C.

Prescott, Arizona

September 1, 2007

F-8

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of:

CMARK International, Inc.

We have audited the accompanying balance sheet of CMARK International, Inc. as of December 31, 2007 and the related statements of operations, changes in stockholders' deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CMARK International, Inc. as of December 31, 2007 and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements the Company reported a net loss of $6,308,953 and used cash for operating activities of $3,475,679 during the year ended December 31, 2007, and, as of December 31, 2007, had a working capital deficiency of $604,082 and a stockholders’ deficit and accumulated deficit of $1,201,464 and $8,521,038, respectively. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans as to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

Boca Raton, Florida

June 25, 2008

F-9

CMARK INTERNATIONAL, INC.
Balance Sheets

SUBSTANTIALLY ALL ASSETS ARE PLEDGED AS COLLATERAL

ASSETS
	December 31,			December 31,
	2007			2006
Current Assets-
Cash	$	1,038,105		$	189,859

Accounts receivable - trade, net		2,715,541			1,432,087

Work in progress - inventories		466,725			54,776
Prepaid interest		19,499			-

Total current assets		4,239,870			1,676,722

Property and Equipment, net		679,047			825,262

Other Assets
Deferred financing costs - net		136,673			-
Deposits		47,927			43,729

Total other assets		184,600			43,729

Total Assets	$	5,103,517		$	2,545,713

LIABILITIES AND STOCKHOLDERS' DEFICIT


Current Liabilities
Accounts payable	$	3,102,132		$	2,126,823
Accrued liabilities		661,877			223,813
Deferred revenue		21,537			50,366
Shareholder advance		146,026			185,834
Capitalized lease obligations - current portion		9,395			10,195
Note payable - related party		750,000			750,000
Notes payable - current portion		152,985			151,330

Total current liabilities		4,843,952			3,498,361

Long Term Debt - less current portion
Capitalized lease obligations		20,001			29,357
Notes payable		137,658			272,913
Secured convertible debtentures, net of discount of $4,192,636		1,303,370			-

Total long term debt		1,461,029			302,270

Total Liabilities		6,304,981			3,800,631

COMMITMENTS AND CONTINGENCIES (NOTE 7)

STOCKHOLDERS' DEFICIT

Common stock, par value $.0001, 500,000,000 shares
authorized, 90,614,750 issued and outstanding - 2007
89,487,500 issued and outstanding - 2006		9,062			8,949
Additional paid-in capital		7,310,512			948,218
Accumulated deficit		(8,521,038	)		(2,212,085	)

Total Stockholders' Deficit		(1,201,464	)		(1,254,918	)

Total Liabilities and Stockholders' Deficit	$	5,103,517		$	2,545,713



SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-10

CMARK INTERNATIONAL, INC.
STATEMENTS OF OPERATIONS


	For the Years Ended
	December 31,
	2007			2006
REVENUES

Food -
Service equipment	$	6,225,577		$	4,851,694
Relief and catering services		-			889,135
Products and supplies		350,791			335,525
Interior buildouts		1,366,837			-
Furniture and furnishings		1,792,731			902,695
Industrial materials		56,222			226,773
Other revenues		83,145			54,829

Total Revenue		9,875,304			7,260,651

COST OF REVENUES
Food -
Service equipment		5,505,905			4,052,085
Relief and catering services		-			753,209
Products and supplies		300,413			302,674
Interior buildouts		1,271,833			-
Furniture and furnishings		1,519,420			844,274
Industrial materials		22,965			217,439
Other costs		63,882			15,433

Total Cost of Revenue		8,684,419			6,185,115

Gross Profit		1,190,885			1,075,536


OPERATING EXPENSES:
General and administrative
Compensation		1,720,486			1,347,858
Consulting - related parties		123,000			123,000
Stock registration expenses		125,105			-
Other		1,762,291			1,421,927
Bad debt expense		22,400			35,851
Depreciation		203,071			179,492


Total Operating Expenses		3,956,353			3,108,128

OPERATING INCOME (LOSS)		(2,765,468	)		(2,032,592	)

OTHER (INCOME) AND EXPENSE					-
Gain in lawsuit settlement		(208,734	)
Interest income		(9,623	)		(9,756	)
Gain on disposition of capital lease asset		-			(1,285	)
Liquidated damages		264,000			-
Amortization of discount on debt		2,111,311			-
Interest expense
- related party		114,167			165,000
- other		1,044,968			25,534
Foreign currency transaction loss		227,396			-

Total Other (Income) Expense		3,543,485			179,493


NET (LOSS)	$	(6,308,953	)	$	(2,212,085	)

F-11

STATEMENTS OF OPERATIONS - continued


Basic and diluted
net (loss) per common share	$	(0.07	)	$	(0.02	)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING -
BASIC AND DILUTED		90,248,108			89,221,354



SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-12

CMARK INTERNATIONAL, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
For the years ended December 31, 2007 and 2006



					Additional
	Common Stock				Paid-in		Accumulated
	Shares Issued		Amount		Capital		Deficit			Total

Balance, December 31, 2005		88,150,000	$	8,815	$	901,237		-		$	910,053

Shares issued for debt financing		1,000,000		100		29,900					30,000

Stock based compensation						6,990					6,990

Shares issued pursuant to options exercised		287,500		29		8,596					8,625

Shares issued for marketing services		50,000		5		1,495					1,500

Net (loss) for the year								(2,212,085	)		(2,212,085	)

Balance, December 31, 2006		89,487,500		8,949		948,218		(2,212,085	)		(1,254,918	)

Shares issued for investor relations consulting		220,000		22		65,478					65,500

Warrants granted for convertible debt						1,470,540					1,470,540

Warrants granted for financing extension						11,736					11,736

Shares issued for financing finders fee		500,000		50		114,950					115,000

Shares issued pursuant to options exercised		87,500		9		2,616					2,625

Shares issued for payment of finance charge		125,000		13		20,988					21,001

Warrants granted for bonding						4,264					4,264

Warrants granted for accounts receivable financing						1,810,423					1,810,423

Shares issued for payment of director's fees		62,500		6		7,494					7,500

Stock based compensation						32,185					32,185

Shares issued for accounting services		132,250		13		10,567					10,580

Beneficial conversion for Convertible Debt #2						2,811,053					2,811,053

Net (loss) for the period								(6,308,953	)		(6,308,953	)

Balance, December 31, 2007		90,614,750	$	9,062	$	7,310,512	$	(8,521,038	)	$	(1,201,464	)


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-13

CMARK INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS



	For the Years Ended
	December 31,
	2007			2006
OPERATING ACTIVITIES:

Net (loss)	$	(6,308,953	)	$	(2,212,085	)

Adjustments to reconcile net (loss) to net
cash provided/(used) by operating activities:
Foreign currency transaction loss		227,396			-
Shares issued for services		-			38,490
Stock based compensation		83,580			-
Stock issued as finance charge		21,000			-
Bad debt expense		22,400			-
Warrants granted for financing and bonding		16,000			-
Amortization of deferred issue costs		140,204			-
Amortization of debt discount		2,475,784			-
Amortization of stock options granted		32,185			-
Amortization		-			4,783
Gain on disposition of capital lease asset		-			(1,285	)
Depreciation		203,070			179,492
Changes in operating assets and liabilities:
Accounts receivable		(1,305,855	)		1,375,223
Inventory		(411,949	)		78,259
Other assets		(23,697	)		-
Prepaid expense		-			(14,337	)
Deposits		-			(16,574	)
Accounts payable		975,310			(285,509	)
Deferred revenue		(28,830	)		15,693
Accrued liabilities		406,674			77,641

Total Adjustments		2,833,272			1,451,878

Net Cash (used) by Operating Activities		(3,475,679	)		(760,208	)

INVESTING ACTIVITIES:
Purchase of fixed assets		(46,920	)		(93,845	)

Net Cash (used) by Investing Activities		(46,920	)		(93,845	)

FINANCING ACTIVITIES:
Proceeds from note payable		-			421,425
Proceeds from convertible debentures		5,300,000			-
Proceeds from accounts receivable financing		3,608,492			-
Repayment of notes payable		(176,500	)		(1,056	)
Proceeds from note payable, shareholder		372,043			170,459
Principal reduction of obligation to shareholder		(411,851	)		(46,125	)
Payment of debt issue costs		(161,877	)		-
Repayment of convertible debenture		(533,504	)		-
Repayment of A/R financing		(3,608,492	)		-
Proceeds from exercise of options by employees		2,625			8,625
Principal reduction of capital lease obligations		(20,091	)		(13,636	)

Net Cash provided by Financing Activities		4,370,845			539,691

NET INCREASE/(DECREASE) IN CASH		848,246			(314,362	)

CASH, beginning of period		189,859			504,221

CASH, end of period	$	1,038,105		$	189,859

F-14

STATEMENT OF CASH FLOWS - continued



Supplemental Schedule of Noncash
Investing and Financing Activities:

Trafalgar convertible debt #1 discount:
Warrant valuation allocated to discount on debt	$	855,093

Trafalgar convertible debt #2 discount:
Warrant valuation allocated to discount on debt	$	3,426,500

Trafalgar accounts receivable financing:
Warrant valuation allocated to discount on debt	$	1,810,423

Common Shares issued as a finders fee
and recorded as a deferred asset	$	115,000

Assets purchased under capital lease			$	41,103

Trade in of equipment under capital lease,
net of accumulated depreciation			$	6,053
Reduction of lease obligation				(7,338	)
Net gain on capital lease trade-in			$	(1,285	)


Other Supplemental Information
Related party	$	114,167	$	112,500
Others		1,044,970		25,534
Interest paid	$	1,159,137	$	138,034


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

F-15

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

History, Nature of Operations and Basis of Presentation

CMARK International, Inc. (“CMARK”, “the Company”, “we”, “our”, or “us”), is a South Carolina corporation, formed on June 5, 2000. From inception through June 1, 2006, we operated as a privately held company at which time we commenced trading on the over the counter Pink Sheets with the symbol, “CMKI.” We were formed initially for the principal purpose of providing supplies and equipment to the United States Government and related entities. During 2005 we added food disaster relief, remodeling and construction services to our business. We hold a South Carolina Architectural, and General Contractor’s Licenses. Our fiscal year end is December 31.

Going Concern

As of December 31, 2007 we have a working capital deficit of $604,082, stockholders’ deficit of $1,201,464 and accumulated deficit of $8,521,038. During 2007 we had a net loss of $6,308,953 and cash used in operating activities of $3,475,679. The Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plan is to aggressively pursue its present business plan and expand its offering of services and products to additional government and commercial customers. In 2007, we have issued several debt/equity instruments, and will seek additional debt or equity financing as required. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions. Significant estimates in 2007 and 2006 include the allowance for doubtful accounts receivable, inventory valuation, valuation of long-lived assets, reserve for sales discounts to be taken, valuation of debt discounts including beneficial conversion values, valuation of stock-based compensation and fees and valuation of deferred tax assets.

Cash Equivalents

We consider all highly liquid investments with the original maturities of three months or less to be cash equivalents.

F-16

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Accounts Receivable

Accounts receivable are recorded based on the below accounting policy for revenue recognition. CMARK provides an allowance for doubtful collections that is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Accounts receivable are due 30 days after the issuance of invoices. Receivables past due more than 120 days are considered delinquent, and we do not charge a financing fee on past due balances. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer. Our receivables are collateralized by normal contractor lien rights. At December 31, 2007 and December 31, 2006, no contractor lien rights have been exercised by us.

Work in progress inventories

Property and equipment

Property and equipment are stated at cost. Maintenance and repairs are charged to expense as incurred and major renewals and betterments are capitalized. Gains or losses on property and equipment are credited or charged to earnings when the related asset is either sold or disposed of.

Depreciation

Depreciation is computed on the straight-line method net of salvage value with useful lives as follows:

Computer equipment and software	3 years
Office furniture and equipment	7 years
Mobile kitchen equipment	5 years
Vehicles	5 years
Leasehold improvements	balance of lease term

Accounting for Derivatives

The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under Statement of Financial Accounting Standards 133 “Accounting for Derivative Instruments and Hedging Activities” and related interpretations including EITF 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock”.

F-17

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under SFAS 133 are reclassified to liability at the fair value of the instrument on the reclassification date.

Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107, disclosures about fair value of financial instruments, defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying values of the Company’s financial instruments, which consists of current assets and liabilities including long-term debt approximate fair values due to either the short-term maturities of such instruments or current market rates for similar long-term debt obligations.

Revenue and cost recognition

There is objective and reliable evidence of the fair value of the undelivered item(s).

F-18

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Reserve for Sales Discounts

The Company offers its customers a 0.5% discount on invoice balances paid within 20 days of the invoice date. The Company establishes a reserve for estimated discounts to be taken on accounts receivable balances as of the financial statements reporting date. This reserve is included as a credit to accounts receivable and reduces reported revenues.

F-19

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Shipping and Handling Costs

Amounts invoiced to customers for shipping and handling are included in revenues. Shipping and handling costs related to purchases which are drop shipped to customers from vendors is included in cost of revenues.

Foreign Currency Transactions

Stock Based Compensation

On January 1, 2006, we adopted SFAS No. 123 (R) “Share-Based Payment” which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to a Employee Stock Purchase Plan based on the estimated fair values. It also requires recognition of the fair value of stock issued as compensation or for services to employees or non-employees.

We adopted SFAS No. 123(R) using the modified prospective transition method for awards made to employee and directors, which required the application of the accounting standard as of January 1, 2006. The accompanying financial statements as of and for the years ended December 31, 2007 and 2006 reflect the impact of SFAS No. 123(R).

Income Taxes

We use the liability method of accounting for income taxes pursuant to Statement of Financial Accounting Standards Board Opinion No. 109. Under this method, deferred income taxes are recorded to reflect the tax consequences in future periods of temporary differences between the tax basis of assets and liabilities and their financial amounts at year-end.

F-20

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 1 – NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Earnings (loss) Per Common Share

Basic earnings (loss) per common share have been calculated based upon the weighted average number of common shares outstanding during the period in accordance with the Statement of Financial Accounting Standards Statement No. 128, “Earnings per Share”. All shares issued at nominal value have been considered outstanding since inception. The computation of diluted earnings per common share assumes the exercise of stock options or warrants or conversion of convertible debt into common stock using the treasury stock method. The computation of loss per share excludes the conversion of such common stock equivalents as their result would be anti-dilutive. At December 31, 2007 there were warrants exercisable into 24,164,722 common shares, options exercisable into 1,600,000 common shares and debt convertible into 88,000,000 common shares that may dilute future earnings per share. At December 31, 2006 there were stock options exercisable into 1,687,500 common shares.

Recently Issued Accounting Standards

Below is a listing of the most recent accounting standards and their effect on the Company.

SFAS 157

SFAS 158

SFAS 159

Reclassifications

Certain amounts in the 2006 financial statements have been reclassified to conform to the 2007 presentation.

F-21

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 2 - ACCOUNTS RECEIVABLE, NET

Accounts Receivable at December 31, 2007 and 2006 is as follows:

	2007			2006
Account Receivable	$	2,756,596		$	1,450,742
Less: Allowance for doubtful accounts		(41,055	)		(18,655	)
Accounts Receivable, net	$	2,715,541		$	1,432,087

Bad debt expense for the period ended December 31, 2007 and 2006 was $22,400 and $35,851, respectively.

NOTE 3 – WORK IN PROGRESS -INVENTORIES

At December 31, 2007 and 2006, work-in-progress inventories consisted of the following:

	2007		2006
Finished Goods	$	466,725	$	54,776
Raw Materials		-		-
Total	$	466,725	$	54,776

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 2007 and 2006

	2007			2006
Mobile kitchen equipment	$	711,780		$	711,780
Computer equipment and software		78,102			62,958
Office furniture and equipment		209,099			207,011
Land		43,925			43,925
Demonstration inventory		22,723			-
Leasehold improvements		16,900			-
Vehicles		82,693			82,693
		1,165,222			1,108,367
Less: Accumulated depreciation		(486,175	)		(283,105	)
Total property and equipment, net	$	679,047		$	825,262

Depreciation expense for the years ended December 31, 2007 and 2006 were $203,071 and $179,492, respectively.

F-22

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 5 – SECURED CONVERTIBLE DEBENTURES, BANK NOTES AND OTHER NOTES PAYABLE

Notes and Convertible debentures payable at December 31, 2007 and 2006 was as follows:

2007

Description	Principal			Original Debt Discount			Accumulated Amortization of Debt Discount		Foreign Exchange Rate Loss (Gain)		Principal, net of Discount
Secured convertible debenture dated February 28, 2007	$	1,800,000		$	(1,057,593	)	$	359,994	$	196,006	$	1,298,407
Secured convertible debenture dated December 31, 2007		3,500,000			(3,500,000	)		4,963		-		4,963
Bank and other loans		358,567			( 130,773	)		62,849		-		290,643
Note payable		750,000								-		750,000
Total		6,408,567			(4,688,366	)		427,806		196,006		2,344,013
Current portion		(945,885	)		-			42,900		-		(902,985	)
Long term obligations	$	5,462,682		$	(4,688,366	)	$	470,706	$	196,006	$	1,441,028

2006

Description	Principal			Original Debt Discount			Accumulated Amortization of Debt Discount		Principal, net of Discount
Bank and other loans	$	535,066		$	(130,773	)	$	19,949	$	424,242
Note payable		750,000			-			-		750,000
Total		1,285,066			(130,773	)		19,949		1,174,242
Current portion		(944,230	)		-			42,900		(901,330	)
Long term obligations	$	340,836		$	(130,773	)	$	62,849	$	272,913

The following table details the repayments of the debt detailed above over the next five years ending December 31, 2012 and thereafter:

F-23

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 5 – SECURED CONVERTIBLE DEBENTURES, BANK NOTES AND OTHER NOTES PAYABLE - continued

	Year ending December 31,
	2008			2009			2010			2011			2012			2013 and beyond			Total

Short Term Debt		$	1,695,885		$	-		$	-		$	-		$	-		$	-	$	1,695,885
Long Term Debt			-			4,712,682			-			-			-			-		4,712,682
Total Repayments		$	1,695,885		$	4,712,682		$	-		$	-		$	-		$	-	$	6,408,567

The weighted average interest rate for short term obligations outstanding as of December 31, 2007 was 12.15%

Convertible Debenture – dated February 28, 2007

On February 28, 2007 we signed a secured convertible debenture for a total of $1,800,000, due February 28, 2009, payable in three closings when certain milestones are achieved. After execution of the completed agreement, the first closing was $1,000,000, the second closing was $400,000, and the third closing was $400,000. The last two closings were accelerated prior to their originally agreed upon closing date based on our need for cash flows. As of August 31, 2007, we received all of the proceeds from the debenture; however we did not file the registration statement which was required to be filed within 90 days of the signing of the debenture. The debenture bears an interest rate of 12% per annum until the registration statement is filed, then 10% until the registration statement is declared effective, and then 8% from there forward.

We also granted a warrant for 500,000 restricted common shares, expiring in five years from the first closing date with the exercise price of $ .0001 per share. We also granted a second warrant for 1,800,000 restricted common shares to be exercised at the share price equal to 120% of the VWAP (volume weighted average price) on the date of the first closing or $0.30 per share. A third warrant in the amount of 400,000 restricted common shares was granted in April 2007 with an expiration date of five years from the date of the first closing and an exercise price of $.10 per share. (See Debt financing amendment dated August 2, 2007 below)

The above detachable warrants were valued at $111,084 for the first warrant, $201,611 for the second, and $79,071 for the third, for a total of $391,766. We used the Black-Scholes option pricing model using the following assumptions: stock price volatility of 148% (based on historical volatility), risk free rate of return of 4.54%; dividend yield of 0%, and a 5 year term (based on the contractual term for these non-employee warrants), and the value has been presented in the accompanying balance sheet as a discount on debt, a contra account to the accompanying convertible debt instruments. We also included as a discount on debt certain closing fees paid to the lender totaling $202,500, for a grand total of $594,266. We will amortize the remaining debt discount balance over the term of the note, 24 months, as a financing expense, and as of December 31, 2007, we amortized $283,066 of discount on debt.

F-24

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 5 – SECURED CONVERTIBLE DEBENTURES, BANK NOTES AND OTHER NOTES PAYABLE - continued

The note also has provision for conversion into shares of our common stock, at the holder’s discretion:

“The Holder is entitled, at its option, to convert, and sell on the same day, at any time and from time to time, until payment in full of this Debenture, all or any part of the principal amount of the Debenture, plus accrued interest, into shares (the “ Conversion Shares ”) of the Company’s common stock, par value US$.0001 per share (“ Common Stock ”), at the price per share (the “ Conversion Price ”) equal to: (1) prior to the Common Stock being declared eligible for trading on the Over-the-Counter Bulletin Board, an amount equal to sixty percent (60%) of the Company’s lowest daily closing bid price for the five (5) trading days immediately prior to the first closing which computes to $0.10 or (2) after the Common Stock begins trading on the Over-the-Counter Bulletin Board, the lesser of (a) an amount equal to one hundred twenty percent (120%) of the volume weighted average price (“VWAP”) as quoted by Bloomberg L.P. (the “Fixed Price”) as of the date hereof, or (b) an amount equal to eighty percent (80%) of the lowest daily closing bid price of the Company’s Common Stock, as quoted by Bloomberg, LP for the five (5) trading days immediately preceding the Conversion Date (as defined herein).” The holder’s right to convert shall terminate on February 28, 2010 and the debenture shall automatically convert on that date in accordance with the above terms. (See Debt financing amendment dated August 2, 2007 below)

Since the funds underlying the debentures originated in Euros, the debentures also contain currency exchange rate protections that benefit the lender. We must adjust for Euro to dollar decreases in the exchange rate since the closing dates, but may not adjust for increases since the closing date. If on the date of any conversion notice or redemption notice the repayment date Euro to dollar currency exchange rate is less than the loan closing date exchange rate, then the number of shares issued shall be increased by the same percentage as results from dividing the closing date exchange rate by the repayment date exchange rate.

The note and warrants includes registration rights and a provision for liquidated damages if we do not file within 90 days of February 28, 2007 and use best efforts to have it declared effective within 150 days of February 28, 2007 a registration statement. It shall be an excess of deficit if not declared effective within 120 days after filing. We will pay as liquidated damages to the holder, at the holder’s option, either a cash amount or shares of our Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Debentures outstanding ($1,800,000) as liquidated damages for each thirty (30) day period after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be. Although the note holders initially billed the first month’s 2% penalty of $20,000 based on the first closing amount as of June 1, 2007, they subsequently withdrew their request and no further notices were received. We recorded as an expense and a liability, liquidating damages as of December 31, 2007, of $264,000.

As part of each closing, certain fees were paid from the proceeds, including prepaid interest of $84,000, a finder’s fee of $115,000 and financing costs of $63,000. The prepaid interest was expensed as incurred and the financing costs are being amortized over the 24 month term of the note. Unamortized costs at December 31, 2007 were $107,463. As of the current year ended, December 31, 2007, we have recorded $226,383 as interest expense on the note.

F-25

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 5 – SECURED CONVERTIBLE DEBENTURES, BANK NOTES AND OTHER NOTES PAYABLE - continued

Interest is payable monthly, and can be paid in cash or shares of our Common Stock at the holder’s option. The Company may redeem a portion or all of the principal at a redemption price of 120% of the amount redeemed. The debt is collateralized by all assets of the Company and the Company’s Chief Executive Officer has pledged 35 million of Company common shares owned by him as collateral.

Non - Revolving Receivables Financing

On May 15, 2007, we signed a Securities Purchase Agreement for receivables financing. The debenture allows us to finance a maximum of $700,000 of short term debt, based on certain accounts receivable which serve as collateral, and as of September 30, 2007, we have repaid all amounts due and payable on this note. The note had a repayment term of sixty (60) days and an interest rate of 12% per annum until repaid. The terms also allowed for a redemption premium of 120% for the life of the note. From the funding on the note, fees were withheld totaling of $94,550 which was expensed as financing costs, and we recorded interest expense of $83,447.

In connection with this note agreement, we granted a warrant for 500,000 shares of restricted common stock, expiring in five years from the closing date with the exercise price of $ .10 per share. The detachable warrant was valued at $65,580. We used the Black-Scholes option pricing model using the following assumptions: stock price volatility of 148% (based on historical volatility), risk free rate of return of 4.54%; dividend yield of 0%, and a 5 year term (based on the contractual term), and the value was included in warrant expense as of the current year ended, December 31, 2007.

The note also had provision for conversion into shares of our common stock, at the holders discretion:

“The Holder is entitled, at its option, to convert, and sell on the same day, at any time and from time to time, until payment in full of this Debenture, all or any part of the principal amount of the Debenture, plus accrued interest, into shares (the “ Conversion Shares ”) of the Company’s common stock, par value US$.0001 per share (“ Common Stock ”), at the price per share (the “ Conversion Price ”) equal to: (1) prior to the Common Stock being declared eligible for trading on the Over-the-Counter Bulletin Board, an amount equal to sixty percent (60%) of the Company’s lowest daily closing bid price for the five (5) trading days immediately prior to the first closing or (2) after the Common Stock begins trading on the Over-the-Counter Bulletin Board, the lesser of (a) an amount equal to one hundred twenty percent (120%) of the volume weighted average price (“VWAP”) as quoted by Bloomberg L.P. (the “Fixed Price”) as of the date hereof, or (b) an amount equal to eighty percent (80%) of the lowest daily closing bid price of the Company’s Common Stock, as quoted by Bloomberg, LP for the five (5) trading days immediately preceding the Conversion Date (as defined herein).”

F-26

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 5 – SECURED CONVERTIBLE DEBENTURES, BANK NOTES AND OTHER NOTES PAYABLE - continued

Revolving Receivables Financing

On July 13, 2007, we signed a Securities Purchase Agreement for revolving receivables financing. The debenture allows us to finance up to a maximum of $1,000,000 and contains registration rights similar to the February 28, 2007 financing. Funds advanced from this line of credit, have a repayment term of five (5) months and bear interest at 12% per annum until repaid. The terms also allow for a redemption premium of 1.5% in the first thirty days, 1.25% for thirty-one through sixty days, and 1.00% for each thirty days after that. From the first and second funding on the note, fees were withheld totaling of $84,902 and have been expensed as financing costs based upon the short term expected repayment of the initial borrowed amount of $1,000,000. As of December 31, 2007, our recurring borrowings totaled $1,108,944, and all of which was repaid.

In connection with the above line of credit, we granted three warrants, the first for 1,500,000 restricted shares of common stock, expiring in five years from the closing date with the exercise price of $ .001 per share. The detachable warrant was valued at $224,296. A second warrant was issued for 368,668 restricted shares of common stock, expiring in five years from the closing date with the exercise price of $ .075 per share was issued. The detachable warrant was valued at $51,939. A third warrant was issued for 185,804 restricted shares of common stock, expiring in five years from the closing date with the exercise price of $ .075 per share was issued. The detachable warrant was valued at $20,764. We used the Black-Scholes option pricing model using the following assumptions: stock price volatility of 148% (based on historical volatility), risk free rate of return of 4.54%; dividend yield of 0%, and a 5 year term (based on the contractual life)

Debt Financing Amendment dated August 2, 2007

On August 2, 2007, we signed an amendment to the aforementioned Convertible debentures, and adjusted the exercise price of the 500,000 warrants associated with the May 15, 2007 convertible debentures revolving receivables financing above to $0.075 from $0.10 per share. Two of the warrants issued for the February 28, 2007 convertible debenture above were adjusted to a new exercise price of $.075 per share of common stock. Those affected were the warrants for 1,800,000 shares with the original exercise price of equal to 120% of the VWAP (volume weighted average price) on the date of the first closing, and the warrant for 400,000 shares with the original exercise price of $.10 per share.

As part of the amendment, we also agreed to grant another warrant for 2,500,000 shares of our common stock with the exercise price of $.075 per share, with an expiration date of five years from the date of grant, which has a value of $463,327. We valued the warrant using the Black-Scholes option pricing model using the following assumptions: stock price volatility of 148% (based on historical volatility), risk free rate of return of 4.54%; dividend yield of 0%, and a 5 year term (based on the contractual life), and the value has been presented in the accompanying balance sheet as a discount on debt, a contra account to the accompanying convertible debt instruments. Amortization in 2007 of this portion of the debt discount was $121,928.

The amendment also contains a clause that if after our registration statement becomes effective, our stock trades above $.30 per share for thirty days, that each of the warrants affected by the amendment will have its exercise price readjusted to $.225 per share from $.075 per share.

The amendment also changed the “Fixed Price” component of the post OTCBB trading conversion price formula for the convertible debentures to a conversion price of $.10 per share.

F-27

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 5 – SECURED CONVERTIBLE DEBENTURES, BANK NOTES AND OTHER NOTES PAYABLE - continued

Management has determined that the above debt restructure does not qualify as a debt extinguishment under the accounting standards and accordingly the approximate $135,000 change in fair value of the embedded conversion options resulting from the change in conversion price was recorded as additional debt discount and paid-in capital. The change in fair value of the warrants was not material.

Second Revolving Receivables Financing

On October 2, 2007, we signed a second revolving receivables financing agreement. The debenture allows us to finance up to a maximum of $1,100,000 of which $1,049,548 was funded of short term debt. Funds advanced from the line of credit, have a repayment term of five (5) months and bear interest at 12% per annum until repaid. The terms also allow for a redemption premium of 1.5% in the first thirty days, 1.25% for thirty-one through sixty days, and 1.00% for each thirty days after that. From the first funding on the note fees were withheld totaling of $62,279 and $7,500 and these were expensed in financing costs and consulting fees, respectively. In addition, we granted a warrant, for 6,785,250 shares of restricted common stock, expiring in five years from the closing date with the exercise price of $ .001 per share. The detachable warrant was valued at $1,150,912, and is included in our warrant expense for the year ended December 31, 2007. We used the Black-Scholes option pricing model using the following assumptions: stock price volatility of 162%, risk free rate of return of 4.54%; dividend yield of 0%, and a 5 year term. The warrants contain piggyback registration rights.

Third Revolving Receivables Financing

On October 18, 2007, we signed a third Securities Purchase Agreement for revolving receivables financing. The debenture allows us to finance up to a maximum of $750,000 of short term debt. Funds advanced from the line of credit have a repayment term of five (5) months and bear interest at 12% per annum until repaid. The terms also allow for a redemption premium of 1.5% in the first thirty days, 1.25% for thirty-one through sixty days, and 1.00% for each thirty days after that. From the first funding on the note fees were withheld totaling of $48,874 and were expensed as financing costs, and $7,500 for consulting fees and were expensed as such. In addition, we granted two warrants, the first for 1,500,000 shares of common stock, expiring in five years from the closing date with the exercise price of $ .0001 per share. A second warrant was issued for 375,000 shares of restricted common stock, expiring in five years from the closing date with the exercise price of $ .075 per share. The detachable warrants were valued at $239,437, for the first warrant, $57,495 for the second warrant, and both are included in our warrant expense for the year ended December 31, 2007. We used the Black-Scholes option pricing model using the following assumptions: stock price volatility of 162%, risk free rate of return of 4.54%; dividend yield of 0%, and a 5 year term. The warrants contain piggyback registration rights.

F-28

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 5 – SECURED CONVERTIBLE DEBENTURES, BANK NOTES AND OTHER NOTES PAYABLE - continued

Convertible Debenture Financing, December 31, 2007

On December 31, 2007 (Transaction Date) we entered into a convertible debenture (the Debenture) with Trafalgar Capital Specialized Investment Fund, Luxembourg (Trafalgar) for $3,500,000 which shall be convertible into shares of the Company’s common stock, par value $0.0001 per share. Prior to this transaction, we had several other debentures with Trafalgar, all as discussed above, with an amount outstanding owed by the Company equal to $2,525,000 on December 31, 2007. In connection with this transaction, the prior debentures were cancelled, the current transaction was credited by the amount outstanding under the prior debentures and we increased the total debt with an additional $975,000. Pursuant to the terms of the debenture, we agreed to pay to Trafalgar a commitment fee of six percent (6%) of the total amount or $58,500, a structuring fee of $15,000 and a warrant to purchase 7,500,000 shares of Common Stock for a period of five (5) years at an exercise price equal to $0.001 per share. The detachable warrant was valued at its relative fair value of $615,447, and the value has been presented in the accompanying balance sheet as a discount on debt, a contra account to the accompanying convertible debt instruments. We based the relative fair value computation on the fair value determined using the Black-Scholes option pricing model using the following assumptions: stock price volatility of 162% (based on historical volatility), risk free rate of return of 4.54%; dividend yield of 0%, and a 5 year term (based on the contractual term). We also included in discount on debt certain fees paid to the lender of $73,500, and beneficial conversion amount of $2,811,053, the total of these amounts will be amortized over the expected repayment term of the accompanying convertible debt instrument of 24 months. In the current year ended December 31, 2007, we amortized $4,963, as a financing expense.

The Debenture matures on December 31, 2009 with interest on the unpaid principal of the Debenture accruing at twelve percent (12%) per annum compounded monthly from the Transaction Date. Pursuant to the terms of the Debenture, we are obligated to redirect payment of all of our accounts receivable to Trafalgar, which shall deduct any fees, redemption premium, and interest owing from the receivables. Trafalgar is entitled to convert all or any part of the principal amount of the Debenture (plus accrued interest) into shares of Common Stock at the price of $0.05 per share (the “ Conversion Price ”), until the Company has satisfied payment of the Debenture in full. We must make interest-only payments for months one through six (1 – 6) following the Transaction Date. After such time, we must make minimum principal payments of One Hundred Thousand Dollars ($100,000) per month in months seven through nine (7 – 9) following the Transaction Date, One Hundred Fifty Thousand Dollars ($150,000) per month in months ten through twelve (10 – 12) following the Transaction Date, Two Hundred Thousand Dollars ($200,000) per month in months thirteen through twenty-four (13 - 24) following the Transaction Date, and a balloon payment of Three Hundred Fifty Thousand Dollars ($350,000) on the Maturity Date. The Company shall pay a ten percent (10%) premium for all principal amounts redeemed. At the time that interest is payable, Trafalgar may elect to be paid in cash or in shares of Common Stock. The debt is collateralized by all assets of the Company.

Pursuant to the terms of the Debenture, we shall default if (i) we fail to pay amounts due within fifteen (15) days of the Maturity Date, (ii) we fail to comply with the terms of those certain Irrevocable Transfer Agent Instructions, dated December 28, 2007, (iii) our transfer agent fails to issue freely tradable Common Stock to the Investor within five (5) days of the our receipt of receiving proper notice of conversion or (iv) we fail to comply with any terms of the Debenture within ten (10) days of receipt of written notice thereof. Upon default by the Company, Trafalgar may accelerate full repayment of all debentures outstanding and all accrued interest thereon, or may convert all debentures outstanding (and accrued interest thereon) into shares of Common Stock (notwithstanding any limitations contained in the Debenture). The Debenture also has certain restrictions on our issuance of common stock.

F-29

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 5 – SECURED CONVERTIBLE DEBENTURES, BANK NOTES AND OTHER NOTES PAYABLE - continued

The note includes registration rights and a provision for liquidated damages if we do not file and declare effective a registration statement no later than 90 days after December 31, 2007. We will pay as liquidated damages to the holder, at the holder’s option, either a cash amount or shares of our Common Stock within three (3) business days, after demand therefore, equal to two percent (2%) of the liquidated value of the Debentures outstanding ($3,500,000) as liquidated damages for each thirty (30) day period after the Scheduled Filing Deadline or the Scheduled Effective Date as the case may be, up to a maximum of 15%. Accordingly, we did not record any liquidating damages as of December 31, 2007.

All above warrants issued with various financing may be cashless exercised if the debentures are in default.

All secured convertible debentures were reviewed by management to determine if the embedded conversion rights qualified as derivatives under FASB Statement 133 “Accounting for Derivative Instruments and Hedging Activities” and related interpretations. Management determined the embedded conversion features were not derivatives since the debt qualifies as conventional convertible debt until such time that the Company’s stock begins trading on the Over the Counter Bulletin Board at which time the conversion price becomes variable. Management also determined that the changes in the debentures principal balance due to changes in the foreign currency exchange rates are ascribed to the host contract only, and accordingly, are accounted for under SFAS 52, “ Foreign Currency Translation” and do not cause derivative treatment of the debentures. Accordingly each convertible instrument is reflected as one combined instrument in the accompanying financial statements. Management then reviewed whether a beneficial conversion feature and value existed. There was no beneficial conversion value for the $1,800,000 debentures as the exercise prices exceeded the intrinsic value on the funding dates. The beneficial conversion feature value for the December 31, 2007 debentures was $2,811,053.

Note Payable and Extension

On August 25, 2005, we received $750,000 in connection with a note payable to a third party (the “lender”) collateralized by accounts receivable. The note had a term of 2 years and bears an 18% interest rate per annum for the first 18 months, after which it was adjusted to 16% on the first $500,000, and 14% on the balance of $250,000. This change became effective on April 25, 2007. We expensed interest on this note of $133,403, and paid interest of $134,167 during the year ended December 31, 2007.

On October 1, 2007, we entered into an extension of this note dated August 25, 2005 with the lender. The note maturity has been extended to January 31, 2008, the interest rate has been changed to 16% per annum, and we also agreed to make monthly payments of $10,000 per month, which will be adjusted as principal payments are made. We also agreed to issue the lender a warrant for 200,000 shares of our Common Stock at an exercise price of $.25 per share. We used the Black-Scholes option pricing model using the following assumptions: stock price volatility of 162% (based on historical volatility), risk free rate of return of 4.54%; dividend yield of 0%, and a one year term (based on the contractual term for these non-employee warrants), and the value has been expensed as a financing cost, at its fair value of $11,736.

F-30

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 5 – SECURED CONVERTIBLE DEBENTURES, BANK NOTES AND OTHER NOTES PAYABLE - continued

Bank and Other Loans

The bank and other loans, net of discount of $67,924 at December 31, 2007 and 2006 consist of the following:

	Monthly		Annual
	principal		Interest		Note	Total December		Total December
Collateral	& interest		rate		Due Date	31, 2007		31, 2006
computer		34		22%	Feb 2009	$	413	$	691
computer		46		23%	May 2008		241		673
computer		37		23%	July 2008		243		589
computer		37		23%	Aug 2009		602		865
Office furniture		828		0%	Feb 2008		1,644		-
kitchen equipment		16,075		12%	Aug 2009		287,500		421,425
							290,643		424,243
Less Current Portion							152,985		151,330
Long Term Portion						$	137,658	$	272,913

On July 26, 2006 we borrowed $500,000 to be repaid with interest at 12% per annum over 36 months. Principal and interest are payable at $16,075 per month and the loan is collateralized by mobile kitchen equipment with a book value of $432,007 at December 31, 2007.

NOTE 6 - ACCRUED LIABILITIES

Accrued liabilities consist of the following at December 31, 2007 and 2006:

	2007		2006
Vacation and sick pay	$	96,313	$	31,370
Salaries and wages		28,561		56,048
Liquidated damages		292,748		-
Job expenses		135,890		61,893
Operating expenses		7,141		7,122
Consulting fees, related parties		74,315		44,880
Interest		26,909		22,500
Total	$	661,877	$	223,813

F-31

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Lawsuit settlement

During the latter part of 2005, in connection with our food relief efforts in the aftermath of Hurricane Katrina, KBR, our customer, cancelled our contract before its scheduled termination date which ultimately resulted in a claim for damages by us as plaintiff. We brought an action in the United States District Court of South Carolina in February 2007 for $2,432,419. After extensive preparation and analysis of the applicable law by all parties involved, a voluntary mediation was agreed to in July 2007. As a result of that mediation and on the advice of legal counsel, a settlement was reached in the amount of $301,750, including the balance of an account receivable of $93,016 as described below. The difference of $208,734 was recognized as revenue in 2007, because at no earlier date could we determine how much if any the settlement would be. We also recorded the offsetting legal fees of $103,969 in 2007.

The above claim for damages was based solely on the remaining balance of daily meal services we were to provide to Katrina relief workers over the contract period of 90 days ending in early December 2005. We were fortunate in obtaining a subcontract with the new prime contractor who replaced KBR, immediately upon notice from KBR of their termination of our contract in mid October 2005.

For a number of years and currently, KBR was and has been a customer of ours. During 2005, in connection with our food relief efforts, KBR became a significant customer pursuant to a contractual obligation under which we agreed to provide meal catering services. As of December 31, 2005, KBR owed us $93,016 for meal catering services we provided prior to the termination of the contract as per above.

We considered the aforementioned receivable as collectible at all times through the date of the settlement mentioned above, July 2007, since KBR had continued its business relationship with us, was a viable business entity, and had never objected to the validity of our receivable in any communication we have received during the above action, although payment was withheld until the completion of our mediation.

Internal Accounting Controls

In connection with certain of the Securities Purchase Agreement entered into in 2007, as further described in Note 5 above, we represented to the buyer that we maintained a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, and (iii) the recorded amounts for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Comments concerning the existence of material weaknesses in our internal controls were communicated to the Board of Directors on October 29, 2007, by our then audit firm whose report thereon dated September 1, 2007, expressed a going concern opinion on the audit of our financial statements for the two years ended December 31, 2006. No consequences resulted on behalf of the company on this matter as this representation was waived by the security holder on November 7, 2007 for a period of 120 days. As of the date of this report, no action has been taken against the Company under the indemnification clause as a result of the expiration of the waiver.

F-32

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 7 - COMMITMENTS AND CONTINGENCIES - continued

Operating Leases

We lease office space in six locations in California, South Carolina, Virginia, Alabama and Arizona under non-cancelable operating leases. Rent expense was $286,846 and $226,568 for the years ended December 31, 2007 and 2006, respectively. Future commitments pursuant to non-cancelable operating leases as of December 31, 2007 are set forth below:

2008	$	237,487
2009		191,186
2010		116,158
2011		26,052
Total	$	570,883

During the year ended December 31, 2007, we consummated two new operating leases for office space. Below is a table describing the terms of those leases the amounts of which are incorporated in the above table:

Location	Start Date	End Date	Monthly base rent
Columbia, SC	September 1, 2006	August 31, 2009	$	5,936
Phoenix, AZ	January 1, 2006	April 30, 2008		3,536
Mobile, AL	August 1, 2006	July 31, 2007		5,565
Mobile, AL #2	August 1, 2007	July 31, 2010		2,269
San Diego, CA	November 2, 2002	October 31, 2007		3,182
San Diego, CA #2	November 1, 2007	October 31, 2010		3,839
Norfolk, VA	July 1, 2006	June 30, 2009		1,460
Alexandria, VA	May 1, 2006	May 31, 2011		4,720

On July 31, 2007, we signed a new lease for our Alabama office and storage facility. The terms of the lease are effective beginning August 1, 2007 through July 31, 2010, with the base monthly rent of $2,269. We also signed a new lease for our San Diego, CA office. The terms of the lease are effective beginning November 1, 2007 through October 31, 2010, with a base monthly rent of $3,839.

Capital Lease Obligations

Lease transactions relating to computer and copier equipment are accounted for as capital leases as applicable under SFAS No. 13. Capital lease obligations reflect the present value of future rental payments, less an interest amount implicit in the lease. A corresponding amount is capitalized as equipment, and depreciated over the individual asset’s estimated useful life.

At December 31, 2007 capital lease obligations consisted of the following:

	Monthly		Annual Interest		Due Date
Collateral	payment		rate		of lease	Total
Copier	$	535		15%	May 2011	$	17,081
Copier		170		7%	Dec 2008		1,963
Copier		365		15%	June 2010		9,077
3 computers		84		23%	May 2008		271
3 computers		96		23%	Oct 2008		621
2 computers		54		23%	Nov 2008		383
							29,396
Less Current Portion							9,395
Long Term Portion						$	20,001

F-33

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 7 - COMMITMENTS AND CONTINGENCIES - continued

At December 31, 2006 capital lease obligations consisted of the following:

	Monthly		Annual Interest		Due Date
Collateral	payment		rate		of lease	Total
copier	$	95		15%	Feb 2007	$	187
copier		535		15%	May 2011		20,643
copier		170		7%	Dec 2008		3,792
copier		365		15%	June 2010		11,814
3 computers		84		23%	May 2008		920
3 computers		96		23%	Oct 2008		1,389
2 computers		54		23%	Nov 2008		807
							39,552
Less Current Portion							10,195
Long term portion							29,357

Future minimum lease payments under non-cancelable capital leases and the present value of the minimum lease payments as of December 31, 2007 are as follows:

2008	$	14,821
2009		10,861
2010		8,491
2011		3,175
Total minimum lease payments		37,348
Less: interest costs		7,952
Present value of net minimum lease payments	$	29,396

The cost of equipment under capital leases included as office equipment and computer equipment on the balance sheet totaled $59,066 and $7,313, respectively, at December 31, 2007 and 2006.

NOTE 8 – STOCK BASED-COMPENSATION

Employee Stock Option Plans

On January 1, 2006, our board of directors established and made effective the “2006 Employees/Consultants Stock Compensation Plan” (“2006 plan”). The 2006 plan provides for the direct award or sale of shares and for the grant of options to purchase shares. The 2006 plan is intended to comply with all aspects of the Rule 16.3 under the exchange act and qualifies under Section 422 of the Internal Revenue code. The aggregate number of shares which may be issued under the plan shall not exceed 30% of shares outstanding.

The value of employee and non-employee stock warrants granted during the year ended December 31, 2006 was estimated using the Black-Scholes model with the following assumptions. There were no grants during 2007:

	2006
Expected volatility (based on historical volatility)		162 %
Weighted average volatility		162 %
Expected dividends		0.00
Expected term in years		10
Risk-free rate		4.54 %

F-34

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 8 – STOCK BASED-COMPENSATION - continued

The expected volatility assumption was based upon historical stock price volatility measured on a daily basis. The risk-free interest rate assumption is based upon U.S. Treasury bond interest rates appropriate for the term of the Company’s employee stock options. The dividend yield assumption is based on our history and expectation of dividend payments.

Employee Stock Options

A summary of the options granted to employees under the plan and changes during the years 2007 and 2006 is presented below:

	Number of Options			Weighted Average Exercise Price		Aggregate Intrinsic Value
Balance at January 1, 2006		-		$	-		-
Granted		1,725,000			0.03		-
Exercised		(212,500	)		0.03		66,125
Forfeited or Expired		(50,000	)		0.03		-
Balance at December 31, 2006		1,462,500		$	0.03		394,875

Exercisable at December 31, 2006		206,250		$	0.03		55,688
Weighted average fair value of options granted during the year				$	0.0298

Balance at January 1, 2007		1,462,500		$	0.03		394,875
Granted		-			-		-
Exercised		(87,500	)		0.03		14,375
Expired		-			-
Balance at December 31, 2007		1,375,000		$	0.03		96,250

Exercisable at December 31, 2007		537,500		$	0.03		37,625

Weighted average fair value of options granted during the year				$	-

F-35

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 8 – STOCK BASED-COMPENSATION - continued

The following table summarizes information about employee stock options under the 2006 Plan outstanding at December 31, 2007:

Options Outstanding									Options Exercisable
Range of Exercise Price		Number Outstanding at December 31, 2007		Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Intrinsic Value		Number Exercisable at December 31, 2007		Weighted Average Exercise Price		Aggregate Intrinsic Value
$	0.03		1,375,000	8.42 Years	$	0.03	$	96,250		537,500	$	0.03	$	37,625

			1,375,000	8.42 Years	$	0.03	$	96,250		537,500	$	0.03	$	37,625

On April 28, 2006, the board of directors granted to several employees 1,725,000 stock options, with an exercise price of $.03 per share. The options will expire ten years from the grant date, and have an immediate vesting of 25%, and the remaining 75% cliff vest at 25% on each grant date anniversary over the next three years.

Non-Employee Stock Options

A summary of the options granted to non-employees under the plan and changes during the years 2007 and 2006 is presented below:

	Number of Options			Weighted Average Exercise Price		Aggregate Intrinsic Value
Balance at January 1, 2006		-		$	-		-
Granted		300,000			0.03		8,925
Exercised		(75,000	)		0.03		24,000
Forfeited or Expired		-			-		-
Balance at December 31, 2006		225,000		$	0.03		60,750

Exercisable at December 31, 2006		0		$	-		-
Weighted average fair value of options granted during the year				$	0.0298

Balance at January 1, 2007		225,000		$	0.03		60,750
Granted		-			-		-
Exercised		-			-		-
Expired		-			-		-
Balance at December 31, 2007		225,000		$	0.03		15,750

Exercisable at December 31, 2007		75,000		$	0.03		5,250

Weighted average fair value of options granted during the year				$	-N/A

F-36

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 8 – STOCK BASED-COMPENSATION - continued

The following table summarizes information about non-employee stock options under the 2006 Plan outstanding at December 31, 2007:

Options Outstanding									Options Exercisable
Range of Exercise Price		Number Outstanding at December 31, 2007		Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Intrinsic Value		Number Exercisable at December 31, 2007		Weighted Average Exercise Price		Aggregate Intrinsic Value
$	0.03		225,000	8.42 Years	$	0.03	$	15,750		75,000	$	0.03	$	5,250

			225,000	8.42 Years	$	0.03	$	15,750		75,000	$	0.03	$	5,250

On April 28, 2006, the board of directors granted to a consultant 300,000 stock options with an exercise price of $.03 per share. The options will expire ten years from the grant date, and have an immediate vesting of 25%, and the remaining 75% cliff vest at 25% on each grant date anniversary over the next three years.

The total value of employee and non-employee stock options granted during 2006 was $58,762, net value of forfeited options.

During 2007 and 2006 the Company recorded $32,185 and $6,990 in stock-based compensation expense relating to stock option grants.

At December 31, 2007 there was $19,587 of total unrecognized compensation cost related to stock options granted under the plan. That cost is expected to be recognized pro rata through April 2009.

NOTE 9 – COMMON STOCK WARRANTS

The following are warrant activities during the year ended December 31, 2007. There were no previously issued or outstanding warrants as of December 31, 2006:

	Number of Warrants		Weighted Average Exercise Price
Balance at January 1, 2007		-	$	-
Granted		24,164,722		0.0223
Exercised		-		-
Forfeited or Expired		-		-
Balance at December 31, 2007		24,164,722	$	0.0223

Exercisable at December 31, 2007		24,164,722	$	-
Weighted average value of 250,000 warrants granted for fees during the year			$	0.064

	Total		Warrants at $.0001		Warrants at $.001		Warrants at $.075		Warrants at $.25
Five year Term Warrants issued for Convertible Debt Financing, February 28, 2007		2,300,000		500,000				1,800,000
Five year term Warrants issued for Convertible Debt Financing, April 17, 2007		400,000						400,000
One year term Warrants issued for Bonding agreement, May 16, 2007		50,000								50,000
Five year term Warrants issued for Accounts Receivable Debt Financing, June 21, 2007		500,000						500,000
Five year term Warrants issued for Accounts Receivable Debt Financing, July 10, 2007		1,868,668				1,500,000		368,668
Five year term Warrants issued for Accounts Receivable Debt Financing, August 2, 2007		2,500,000						2,500,000
Five year term Warrants issued for Accounts Receivable Debt Financing, August 14, 2007		185,804						185,804
Five year term Warrants issued for Accounts Receivable Debt Financing, October 2, 2007		6,785,250				6,785,250
Five year term Warrants issued for Accounts Receivable Debt Financing, October 17, 2007		1,875,000				1,500,000		375,000
One year term Warrants issued for note payable financing extension, October 1, 2007		200,000								200,000
Five year term Warrants issued for Convertible Debt Financing, December 31, 2007		7,500,000				7,500,000
Balance as of December 31, 2007		24,164,722		500,000		17,285,250		6,129,472		250,000

F-37

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 10 – COMMON STOCK

During the year ended December 31, 2006, we had several issuances of restricted shares of our common stock for payment of services performed. The common stock was valued at the quoted trading price on the grant dates.

Date	Number of Shares		Price per share		Value		Description

January 6, 2006		1,000,000	$	0.03	$	30,000	Shares issued to a consulting firm for past debt financing efforts

July 20, 2006		50,000	$	0.03	$	1,500	Shares issued to a marketing firm, for marketing services

In addition to the above, several employees exercised Stock options with an exercise price of $.03/share for a total of 287,500 shares purchased for total proceeds of $8,625.

During the year ended December 31, 2007, we had several issuances of restricted shares of our common stock for payment of services performed. The common stock was valued at the quoted trading price on the grant dates.

Date	Number of Shares		Value per share		Value		Description

February 15, 2007		170,000.00	$	0.30	$	51,000.00	Investor/market relations consulting from two separate firms. Fees recorded in consulting expense

March 5, 2007		500,000.00		0.23		115,000.00	Consultant financing firm that arranged the convertible debt further described in Note 5. Fees have been accrued to deferred financing and will be amortized over 24 months

March 23, 2007		50,000.00		0.29		14,500.00	Investor/market relations consulting from one firm. Fees recorded in consulting expense

May 7, 2007		100,000.00		0.18		18,000.00	Shares granted to a vendor/supplier for financing a large purchase. Fees have been expensed as financing fees.

August 14, 2007		62,500.00		0.12		7,500.00	Shares issued to a director of our company for payment of previously accrued Director's fees.

August 14, 2007		25,000.00		0.12		3,000.00	Shares granted to a vendor/supplier for financing a large purchase. Fees have been expensed as financing fees.

December 8, 2007		132,250.00		0.08		10,580.00	Shares granted for accounting services. Fees have been expensed as accounting fees.

In addition to the above, two employees exercised Stock options with an exercise price of $.03/share for a total of 87,500 shares purchased for a total proceeds of $2,625.

F-38

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 11 – RELATED PARTY TRANSACTIONS AND BALANCES

We received $225,000 on January 20, 2005, in connection with a note payable to a shareholder for $225,000, collateralized by accounts receivable for a one year period renewable each anniversary date of the note, bearing interest at 18% per annum. Interest only payments started on February 25, 2005. We signed a second collateralized note with the same shareholder for $400,000 with the same terms and conditions on April 25, 2005, with interest only payments commencing on April 25, 2005. On December 14, 2004, another shareholder loaned us $200,000, having the same terms, collateral and conditions as above. Interest only payments started on January 14, 2005. On July 21, 2005, the same shareholder loaned us an additional $200,000 with the same terms, collateral and conditions, as the first loan.

All four of the above notes were assumed without any principal reductions having been paid, on September 29, 2005, by our President/CEO.

The same shareholders from above received consulting agreements that became effective on September 29, 2005, when their notes were assumed by our President/CEO. The consulting services include management advising, financial consulting, investor relations, and financing procurement. In each the years ended December 31, 2007 and 2006, we paid to the shareholders $123,000. The amounts paid to these individuals do not affect the amounts that are payable by our President. We agreed to compensate these shareholders until the assumed notes are repaid by our President/CEO. The consulting fees are payable at $6,250 per month for the notes in the first paragraph above ($625,000) and $4,000 per month for the notes in the second paragraph above ($400,000), until the notes are paid in full.

During the five months ended May 31, 2007, our Chief operations Officer, through a separately owned entity, has advanced funds to the company on a short term, unsecured, noninterest bearing basis. The amount has been variable and has ranged as high as $135,000. We repaid all amounts advanced, which totaled $372,043.

In addition to the above, our President used his personal credit card for corporate expenses, which we treat as a revolving line of credit. As of December 31, 2007 and 2006, we owed balances of $146,026 and $170,459, respectively.

NOTE 12 – INCOME TAXES

There was no income tax expense during 2007 and 2006 due to the Company’s net losses.

The following is a reconciliation of federal income tax expense for 2007 and 2006:

	2007			2006
Expected income tax (benefit) at federal statutory tax rate – 34%	$	(2,145,044	)	$	(752,109	)
Cash to accrual basis adjustment January 1, 2006					140,711
Stock registration costs		42,536			-
Debt discount amortization		717,845			-
Foreign currency transaction loss		77,315			-
Other permanent differences		14,062			6,118
Change in valuation allowance		1,293,287			605,280
Actual income tax (benefit)	$	-		$	-

The tax effects of temporary differences which were computed at a Federal statutory rate of 34%, that give rise to net deferred tax assets as of December 31, 2007 and 2006 are as follows:

	2007			2006
Net operating loss carryforwards	$	1,921,563		$	635,747
Depreciation expense		(36,952	)		(36,810	)
Bad debt allowance		13,955			6,343
Total gross deferred tax assets		1,898,566			605,280
Valuation allowance		(1,898,566	)		(605,280	)
Net deferred tax assets, December 31	$	-		$	-

Net deferred tax assets as of December 31, 2007, of approximately $1,898,566 were reduced to zero, after considering the valuation allowance of $1,898,566, since there is no assurance of future taxable income. Included in net deferred tax assets at December 31, 2007 is a net operating loss carryforward of approximately $5,651,656, of which $3,781,813 expires in 2027, and $1,869,844 expires in 2026, if unused.

As of December 31, 20007, we currently have the past three tax years that remain subject to examination by major tax jurisdictions. We currently have no uncertainty of the tax positions that we have taken and believe that we can defend them to any tax jurisdiction.

F-39

CMARK INTERNATIONAL, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2007 AND 2006

NOTE 13 - CONCENTRATIONS

Concentration of credit risk

The majority of our accounts receivable are from Federal or state governments and institutions for whom the Company works as a general contractor, subcontractor or materials supplier. We have developed a working knowledge of the credit risks associated with the jobs in our market segments.

We maintain our cash balances at two financial institutions and had balances in excess of FDIC insurance of $750,606 and $33,303 as of December 31, 2007 and 2006, respectively.

Concentration of lender

The Company has been reliant upon one significant lender during 2007. The Company borrowed and repaid various amounts during 2007 with convertible debentures of $5,300,000 (before discounts) due at December 31, 2007.

NOTE 14 – SUBSEQUENT EVENTS

Lease amendment

Note Payable Extension

On February 6, 2008, we entered into an extension of a note dated August 25, 2005 with Sterling Management. The note maturity has been extended to June 30, 2008, the interest rate has been changed to 16% per annum, and we also agreed to make monthly payments of $9,000 per month, which will be adjusted as principal payments are made. We also agreed to pay a principal payment of $25,000 to Sterling upon execution of the extension. All other terms of the original promissory note remains in force.

Conversion Price Amendment for Convertible Debentures

In June 2008, the pre-OTCBB trading conversion price of the $1.8 million debentures was amended to be 60% of the Company’s lowest daily closing bid price for the 5 trading days immediately prior to a conversion notice being issued.

F-40

We have not authorized any dealer, salesperson or other person to provide any information or make any representations about CMARK International, Inc. except the information or representations contained in this Prospectus. You should not rely on any additional information or representations if made.

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy any securities:

except the common stock offered by this Prospectus;

in any jurisdiction in which the offer or solicitation is not authorized;

in any jurisdiction where the dealer or other salesperson is not qualified to make the offer or solicitation;

to any person to whom it is unlawful to make the offer or solicitation; or

to any person who is not a United States resident or who is outside the jurisdiction of the United States.

The delivery of this Prospectus or any accompanying sale does not imply that:

there have been no changes in the affairs of CMARK International, Inc. after the date of this Prospectus; or

the information contained in this Prospectus is correct after the date of this Prospectus.

Until _______ ___, 2008, all dealers effecting transactions in the registered securities, whether or not participating in this distribution, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters.

PROSPECTUS

5,119,160 Shares of Common Stock

CMARK INTERNATIONAL, INC.

_____________ ___, 2008

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Articles of Incorporation (as amended) and Bylaws are silent with respect to the liability of our Directors and officers for breaches of fiduciary duties as Directors and officers.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth estimated expenses expected to be incurred in connection with the issuance and distribution of the securities being registered. The Company will pay all expenses in connection with this offering.

U.S. Securities and Exchange Commission Registration Fee	$	28
Printing and Engraving Expenses	$	2,500
Accounting Fees and Expenses	$	15,000
Legal Fees and Expenses	$	30,000
Miscellaneous	$	37,472
TOTAL	$	85,000

ITEM 26. SALES OF UNREGISTERED SECURITIES

In June 2000, the Company issued 100,000,000 founder shares to our President and CEO Mr. Charles W. Jones, Jr. at par ($0.0001 per share). In 2005, Mr. Jones retired 28,000,000 of these shares.

In 2004, the Company issued 15,000,000 non-qualified shares to certain individuals in consideration for services provided to the Company at par ($0.0001 per share) for an aggregate value of $1,500.

On August 25, 2005, 4,850,000 shares were granted by our President/CEO (not new issuances by the Company) to certain persons for the benefit of the Company at $0.03 per share.

On October 20, 2005, the Company issued 650,000 shares to certain persons pursuant to a private placement (Regulation D) at a price of $0.03 per share.

II-1

ITEM 26. SALES OF UNREGISTERED SECURITIES - continued