UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

              |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the Quarterly Period Ended March 31, 2005

                                       OR

              |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from _____ to ____.

                           Commission File No. 0-8301

                              WHITEMARK HOMES, INC.
                              ---------------------
             (Exact Name of Registrant as Specified in its Charter)

                          State of Colorado 25-1302097
                (State or Other Jurisdiction of (I.R.S. Employer
                Incorporation or Organization) Identification #)

           650 South Central Avenue, Suite 1000, Oviedo, Florida 32765
                    (Address of Principal Executive Offices)

                                 (407) 366-9668
                Registrant's Telephone Number Including Area Code

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the last 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past
90 days |X| Yes |_| NO

      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: There were 21,592,515 shares,
Common Stock, $.001 Par Value as of March 31, 2005.

<PAGE>

                              WHITEMARK HOMES, INC.

                                   FORM 10-QSB

                                      INDEX

                                                                    Page
                                                                    ----

Part I.   Financial Information

     Item 1:   Financial Statements                                            3

     Item 2:   Management's Discussion and Analysis or Plan of Operation      11

     Item 3:   Controls and Procedures                                        13

Part II:  Other information

     Item 1:   Legal Proceedings                                              14

     Item 2:   Unregistered Sales of Equity Securities and Use of Proceeds    16

     Item 3:   Defaults Upon Senior Securities                                16

     Item 4:   Submission of Matters to a Vote of the Security Holders        16

     Item 5:   Other Information                                              17

     Item 6:   Exhibits, Financial Statement Schedules, and
               Reports on Form 8-K                                            17

               Signatures                                                     18


                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                              As of March 31, 2005
                                   (Unaudited)

                                     ASSETS

Land and home inventory                                            $  9,965,782
Cash                                                                  1,619,077
Accounts receivable                                                   1,090,810
Prepaid expense                                                          59,674
Other assets                                                            162,772
Investment in equity method investee                                    250,000
                                                                   ------------

TOTAL ASSETS                                                       $ 13,148,115
                                                                   ============

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

Liabilities:
   Notes payable                                                   $  8,302,915
   Accounts payable                                                   3,351,329
   Accrued expenses                                                   2,048,724
   Related party notes payable                                          252,781
   Home sale deposits                                                 2,361,047
                                                                   ------------
     Total Liabilities                                               16,316,796
                                                                   ------------

Stockholders' Equity (Deficit):
  Common stock, $.001 par value, 100,000,000
   shares authorized, 21,592,515 shares
   outstanding                                                           21,592
  Additional paid in capital                                         24,100,423
  Retained deficit                                                  (27,290,696)
                                                                   ------------
     Total Stockholders' Deficit                                     (3,168,681)
                                                                   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                        $ 13,148,115
                                                                   ============

See accompanying selected information.


                                       3
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      For the Three Months Ended March 31,
                                   (Unaudited)

                                                        2005            2004
                                                   ------------    ------------
REVENUES:
   Sales                                           $  7,026,394    $ 18,406,820

   Cost of sales                                      6,281,539      16,609,381
                                                   ------------    ------------
GROSS PROFIT                                            744,855       1,797,429

Selling, general, and administrative expenses           529,510         870,772
                                                   ------------    ------------
INCOME FROM OPERATIONS                                  215,345         926,667

Other Income/(Expenses):
   Interest expense                                     (16,174)        (31,849)
   Other income/expense, net                             13,880          45,836
                                                   ------------    ------------
INCOME BEFORE INCOME TAXES                              213,051         940,654

   Provision for income taxes                                --              --
                                                   ------------    ------------

NET INCOME                                         $    213,051    $    940,654
                                                   ============    ============

Income per common share - basic & diluted          $       0.01    $       0.05
                                                   ============    ============

Weighted average shares - outstanding                21,588,947      18,356,178
   basic and diluted                               ============    ============

See accompanying selected information.


                                       4
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                Increase/(Decrease) in Cash and Cash Equivalents
                      For the Three Months Ended March 31,
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             2005            2004
                                                         ------------    ------------
<S>                                                      <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                             $    213,051    $    940,654
  Adjustments to reconcile net income to
  net cash provided by (used by) operating activities:
    Depreciation and amortization                              21,225           7,860
 Changes in operating assets and liabilities                 (292,135)      8,754,943
                                                         ------------    ------------
NET CASH PROVIDED BY (used by) OPERATING ACTIVITIES           (57,859)      9,703,457
                                                         ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                               --          (3,295)
                                                         ------------    ------------
NET CASH USED BY INVESTING ACTIVITIES                              --          (3,295)
                                                         ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from notes payable                              3,568,536       4,533,165
   Repayments of notes payable                             (3,118,402)    (13,807,540)
   Proceeds from issuing stock                                    515           7,339
                                                         ------------    ------------
NET CASH PROVIDED BY (USED BY) FINANCING ACTIVITIES           450,649      (9,267,036)
                                                         ------------    ------------
   Increase in Cash                                           392,790         433,126

Cash at Beginning of Period                                 1,226,287         831,028
                                                         ------------    ------------

   CASH AT END OF PERIOD                                 $  1,619,077    $  1,264,154
                                                         ============    ============

Supplemental Disclosures:
  Cash paid for interest                                 $     73 674    $    183,567

  Non-cash Investing and Financing Transactions:
   Interest on notes payable capitalized as
    land and home inventory                                   517,011         616,024
</TABLE>

See accompanying selected information.


                                       5
<PAGE>

                     WHITEMARK HOMES, INC. AND SUBSIDIARIES

      SELECTED INFORMATION FOR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                                 March 31, 2005

NOTE 1: BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements include the
accounts of Whitemark Homes, Inc. (the "Company", "WTMK" or "Whitemark") and all
subsidiaries in which a controlling interest is held. The Company's investments
in entities in which a less than controlling interest is held are accounted for
by the equity method. All significant intercompany transactions and balances
have been eliminated.

These financial statements have been prepared by the Company without audit. In
the opinion of management, all adjustments (consisting of normal recurring
adjustments) necessary for fair presentation of the accompanying condensed
consolidated financial statements have been made.

Certain information and note disclosures normally included in the Company's
annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These condensed
consolidated financial statements should be read in conjunction with a reading
of the financial statements and accompanying notes included in the Company's
financial statements for the year ended December 31, 2004 that were filed with
the Securities and Exchange Commission on Form 10-KSB on April 15, 2005. This
Form, 10-QSB, and other filings by the Company are available through the
Internet on the SEC's EDGAR database at www.sec.gov or from the Company upon
request.

The Company historically has experienced, and expects to continue to experience,
variability in quarterly results. The condensed consolidated statements of
operations for the three months ended March 31, 2005 are not necessarily
indicative of the results to be expected for the year ending December 31, 2005.

Business Development

Whitemark Homes was incorporated under the name Golden Triangle Royalty & Oil,
Inc. on July 30, 1975 under the laws of the State of Colorado. The Company was
organized primarily to acquire and hold royalties on oil and gas properties.
During 1996 the Company's name was changed to Golden Triangle Industries, Inc.
On June 17, 2000, the Golden Triangle shareholders approved the purchase of
Whitemark Homes, Inc., a respected private company with a long term business
plan, significant assets, revenues and net income. It was determined that, after
the acquisition, the Company's business would be strictly that of Whitemark and
that the oil, gas and other extractive businesses would be sold. Therefore, in
June 2001 the name of the Company was changed to Whitemark Homes, Inc. to
reflect the new business direction. Whitemark has been in the business of
developing and constructing high quality residential communities for the past
twenty years, with an emphasis on customer satisfaction. Whitemark's business
includes the purchase and development of lots through the construction and sale
of single family homes, including designing, building and marketing. The target
market is primarily vacation home and middle income buyers.

Current Business Summary

The Company has two primary business activities: Land development and home
building. Home building is by far the most significant activity.


                                       6
<PAGE>

The Company currently is involved in the purchase and development of land and
the construction and sale of single-family conventional homes, primarily
targeting vacation home buyers in the Orlando, Florida area. The Company offers
homes in a price range from $180,000 to over $400,000, and is involved in all
aspects of the business, including land acquisition, site planning, preparation
and improvement of land, as well as design, construction and marketing of
planned developments. In 2005, 15 homes were completed and delivered in 2
communities, with an average selling price of $219,395.

During the fourth quarter of 2004, the Company began selling land lots to buyers
under an agreement in which the Company has agreed to build a home and other
improvements for which title to the land and improvements passes to the buyer
immediately and the buyer is the obligor under the construction loan. Revenue
under this type of arrangement is recognized under the percent of completion
method. As of March 31, 2005 no home has been completed under this type of
agreement. However, the Company had 49 homes under construction that are
accounted for under the percent of completion basis of accounting as March 31,
2005.

Also, at times the Company will sell land to buyers or other developers, at
which time revenue is recognized under the full accrual method for land sales as
defined in Statement of Financial Accounting No 66.

Revenue recognized for the quarter ending March 31, 2005 and 2004 consists of
the following:

                                               2005          2004
                                           -----------   -----------

Traditional                                $ 3,301,234   $ 6,214,538
Percentage of completion                     3,725,160            --
Land Sales                                          --    12,192,282
Finance income                                      --            --
                                           -----------   -----------
                                           $ 7,026,394   $18,406,820

Sales of the Company's homes are generally made pursuant to a standard contract.
The contract includes a financing contingency which permits the customer to
cancel in the event mortgage financing at prevailing interest rates (including
financing arrangements by the Company) is unobtainable within a specified
period. The Company reports an undelivered home sale as part of its backlog upon
execution of the presales and sales contract, as well as receipt of the down
payment.

Summary of Significant Accounting Policies

The Company's financial statements consist of activities carried on directly and
through other entities that are majority owned by the Company. This arrangement
is utilized to segregate activities and limit the umbrella liability of the
Company. As of March 31, 2005, the condensed consolidated financial statements
include the following entities: Whitemark Homes of Florida, Inc.; Home Funding,
Inc.; Whitemark Homes, Inc.; Whitemark at Oak Park, Inc.; Fox Glen Limited
Partnership, Whitemark at Corner Lake, LLC, Whitemark at Glenbrook, LLC, Meadow
Point Development Inc., and Whitemark at Little Creek, LLC. All significant
intercompany accounts and transactions have been eliminated.

The discussion and analysis of Whitemark's financial condition and results of
operations are based upon the financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires the use of
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses, and related disclosure of contingent assets and
liabilities. These estimates are evaluated on an ongoing basis. In addition,
estimates are based on historical experience and on various other assumptions
that management believes are reasonable under the circumstances the results of
which form the basis for making judgments about the carrying values of assets
and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions.


                                       7
<PAGE>

The following items represent critical accounting policies that require
significant use of judgment and estimates which are used in the preparation of
Company financial statements.

PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the
accounts of Whitemark Homes, Inc. and its subsidiaries. All significant
inter-company balances and transactions have been eliminated. The Company's
consolidated subsidiaries at March 31, 2005 include Whitemark Homes of Florida,
Inc. Whitemark at Oak Park, Inc,; Home Funding, Inc.; Fox Glen Limited
Partnership, Whitemark at Corner Lake, LLC, Whitemark at Glenbrook, LLC, and
Whitemark at Little Creek, LLC, Whitemark Homes, Inc. and Meadow Point
Development, Inc.

CASH AND CASH EQUIVALENTS: The Company considers cash deposited in banks and all
highly liquid investments with an original maturity of three months or less to
be cash equivalents for purposes of preparing its Statement of Cash Flows.

ACCOUNTS RECEIVABLE: The Company considers accounts receivable to be fully
collectible; therefore, no allowance for doubtful accounts has been established.

LAND AND HOME INVENTORY: Land and home inventory is stated at the lower of cost
or market value, with cost determined using the specific identification method.
Costs include land purchases, purchase options, other direct project development
costs, direct home construction costs, and indirect development and construction
costs, including allocated salaries. Indirect costs are allocated to each
residential property based on relative sales values of the home and lot. Direct
costs include construction period interest.

LONG-TERM ASSETS: The Company applies Statement of Financial Accounting
Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets". Under SFAS 144, long-lived assets and certain intangibles
are reviewed for recoverability whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets is measured by comparing the carrying amount of an
asset to future undiscounted net cash flows expected to be generated by the
asset. If these assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the assets
exceeds the fair value of the assets.

EQUITY METHOD INVESTEES: The equity method of accounting is used when the
Company has a 20% to 50% interest in other entities. Under the equity method,
original investments are recorded at cost and adjusted by the Company's share of
undistributed earnings or losses of these entities.

In April 2000, the Company acquired a 40% equity interest in Golden Square
Industries, Inc. ("GSI") as a direct result of the business combination between
Golden Triangle Industries, Inc. and Whitemark Homes of Florida, Inc. The
Company wrote this investment down to management's revised estimate of its
realizable value as of June 30, 2004. No writedowns were made subsequent to June
30, 2004.

REVENUE RECOGNITION: The Company recognizes revenue from all land development
activities in accordance with Statement of Financial Accounting Standards No.
66. Direct costs are capitalized into land development costs. Interest and
property taxes are capitalized as land development costs until projects reach
substantial completion. Upon completion of the development phase, interest and
property taxes are directly expensed. Revenue for home sales built and financed
under a traditional sale arrangement where title for the land and construction
passed to the buyer upon completion of the homes and the closing of the sale, is
recognized only upon the closing and delivery of the homes to the buyer. The
Company estimates that the average period between the execution of a purchase
agreement for a home and final delivery under this type of arrangement is
approximately one year. The Company also sells land lots to buyers under an
agreement in which the Company has agreed to build a home and other improvements
for which title to the land and improvements passes to the buyer immediately and
the buyer is the obligor under the construction loan. Revenues under this type
of arrangement are recognized under the percentage of completion method. Also at
times the Company will sell land to buyers or other developers at which time
revenue is recognized under the full accrual method for land sales as defined in
Statement of Financial Accounting Standards No. 66.


                                       8
<PAGE>

INCOME TAXES: The Company recognizes a liability or asset for the deferred tax
consequences of temporary differences between the tax bases of assets or
liabilities and their reported amounts in the financial statements, if such
differences are significant.

EARNINGS PER SHARE: Accounting rules provide for the calculation of "Basic" and
"Diluted" earnings per share. Basic earnings per common share is computed by
dividing net income or loss available to common stockholders by the weighted
average number of common shares outstanding for the period.

Diluted earnings per common share reflect the potential dilution of securities
that could share in the earnings of the entity if converted. This is calculated
by dividing net income available to common shareholders by the weighted average
number of common shares outstanding plus net potentially dilutive securities.

CONCENTRATIONS OF CREDIT RISK: Exposure to credit risk is affected by conditions
within the industry. Unfavorable economic conditions could significantly reduce
the level of demand for homes in the Company's market area, although none is
anticipated at the present time.

The Company occasionally has cash deposited in financial institutions which is
in excess of the limit imposed by the Federal Deposit Insurance Corporation
(FDIC). The Company has not incurred losses on its cash deposits in the past,
and management of the Company does not believe that losses will be incurred in
the foreseeable future.

FAIR VALUE OF FINANCIAL INSTRUMENTS: Unless otherwise specified, the Company
believes the book value of its financial instruments approximates their fair
value.

NOTE 2: LAND AND HOME INVENTORY

Land and home inventory consisted of the following at March 31, 2005:

Project development and construction cost                             $2,121,572
Home construction cost                                                 4,085,119
Land Cost                                                              3,759,091
                                                                      ----------
                                                                      $9,965,782
                                                                      ==========

NOTE 3: EQUITY METHOD INVESTEE

As disclosed in Note 1, Basis of Presentation, a 40% equity interest was
retained in GSI. Since this investment is less than 50% and the Company has no
control over the activities of GSI, it is carried on the equity basis. GSI's
primary assets are cash, marketable securities, receivables, and property and
equipment. However, it is the Company's intent to dissolve that equity interest
in the near future.


                                       9
<PAGE>

During 2000, the Company borrowed $250,000 from GSI. The terms of this borrowing
stipulated that the Company would give up 2% ownership in GSI at each of the
specified renewal dates if the loan amount was not repaid prior to such date. At
December 31, 2000, this borrowing had been renewed twice without repayment and
ownership had been reduced to 36%. At December 31, 2001, the terms of this
borrowing were deemed to be usurious by management and no further reductions
will be made. The Company intends to defend its position if GSI asserts
otherwise.

During 2004, the Company wrote down the investment in GSI to management's
current estimate of its realizable value. Factors contributing to this
write-down were the lack of availability of audited financial information for
GSI and management's unwillingness to pursue legal action.

NOTE 4: STOCK TRANSACTIONS

There were no significant stock transactions for the quarter ending March 31,
2005. All transactions occurring in this quarter were purchased under the
Company's dividend reinvestment plan and stock purchase plan.


                                       10
<PAGE>

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

FORWARD-LOOKING STATEMENTS

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

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

General Overview

The Company develops real estate and builds homes. These efforts have
historically been concentrated in under-served markets for entry-level,
first-time move-up, and vacation homebuyers. However, efforts are now
additionally focused on the vacation homebuyer with housing products from
$180,000 to $400,000.

The Company had 3 communities in various stages of acquisition and development
at March 31, 2005.

Liquidity and Capital Resources

The Company's financing needs are provided through cash flows from operations,
bank borrowings, private and public debt and equity markets. Cash flow from
operations for the three months ended March 31, 2005 was a small negative amount
of approximately $58,000. The primary negative factor is the change in home sale
deposits which was approximately $2,400,000 at March 31, 2005. This is a
decrease of $700,000 from the December 31, 2004 amount of approximately
$3,100,000. Due to the timing of certain cash flows, the Company often has cash
shortfalls.

On March 31, 2005, the Company had outstanding borrowings (non-related party) of
approximately $8,300,000. This is an increase of $500,000 from the December 31,
2004 amount of approximately $7,800,000. Many of the notes payable are not
subject to debt service until the note becomes due or have an interest reserve
established with the lender. The Company's objective is to either pre-sell the
properties to the point where construction can begin or to sell the property for
a profit prior to the notes coming due.


                                       11
<PAGE>

The Company currently finances its projects with project specific acquisition,
development and construction loans. These loans are secured by each project and
are drawn down and repaid based on the progress of the project. There is no
expectation that this financing arrangement will not be available in the
foreseeable future; however, the size and nature of a project may make securing
certain project financing very difficult or unobtainable. The Company requires
funds generated from operations and expected borrowing availability from the
private and public market to fund the Company's working capital requirements.
Therefore, the Company will need to raise additional capital to fund our
anticipated operating expenses and future expansion. Should the Company become
unable to secure financing, the Company may be adversely affected.

On March 31, 2005, the Company had total assets of approximately $13,000,000.
This is virtually unchanged from the amount at December 31, 2004.

      Results of Operations for the quarter ended March 31, 2005

Revenues: Whitemark's revenues from home/land sales for the quarter ending March
31, 2005 decreased to $7,026,394 from $18,406,820 when compared with the quarter
ending March 31, 2004. In 2004, Whitemark Homes sold the Little Creek property
consisting of 86 acres of land subdivided into 298 lots, for a sale price of
approximately $7,400,000. Whitemark Homes also sold the Corner Lake property
consisting of 86 acres of land subdivided into 46 lots, for a sale price of
approximately $4,760,000.

Gross Profit: Gross profit for the quarter ending March 31, 2005 was $744,855 or
10.6%, as compared to $1,797,429 or 9.8% for the quarter ending March 31, 2004.
The decrease in gross profit for the quarter was a result of sale of the two
parcels in 2004, product mix, price of raw materials, subcontractors cost and an
increase in costs allocated to cost of sales resulting from revised estimates of
total interest and overhead expenses for each individual project.

Expenses: Selling, general and administrative expenses for the quarter ending
March 31, 2005, decreased to $529,510 as compared to $870,722, for the three
month ended March 31, 2004, or a decrease of $341,212. Approximately $230,000 of
this decrease was for legal and accounting. Which was higher in 2004 due to the
SEC investigation and the costs related to the effective rescind of the NFC
merger.

Income from Operations: The income from operations for the quarter ending March
31, 2005 was $215,345, compared to $926,667 for the quarter ending March 31,
2004. The decrease in income from operations of $711,322 for the quarter was a
result of the sale of two parcels of land in 2004.

Other Expenses: Interest expense of $16,174 was incurred for the quarter ended
March 31, 2005 versus $31,849 in the quarter ended March 31, 2004, a decrease of
$15,675, as a result of the reduction in non-construction and non-development
notes payable.

Net Income: Net income for the quarter ending March 31, 2005 was $213,051 as
compared to the net income of $940,654 for the same period in 2004. The decrease
in net income of $727,603 for the quarter was as a result of the factors
discussed above.

With the uncertainty surrounding the overall economy, management is aware that
expectations and projections could easily be affected by unforeseen events and
changes in the public's reaction to past events. This is being said to encourage
appropriate caution that the homebuilding industry, as well as any other
industry, may be negatively impacted by a variety of economic factors possibly
including the erosion of consumer confidence and employment levels stemming from
the current international conflicts.


                                       12
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

      (A)   Evaluation Of Disclosure Controls And Procedures

            As of the end of the period covered by this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's Principal Executive Officer and Acting Principal Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. The Company's disclosure controls and
procedures are designed to provide a reasonable level of assurance of achieving
the Company's disclosure control objectives. The Company's Principal Executive
Officer and Acting Principal Accounting Officer have concluded that the
Company's disclosure controls and procedures are, in fact, effective at this
reasonable assurance level. In addition, we reviewed our internal controls, and
there have been no significant changes in our internal controls or in other
factors that could significantly affect those controls subsequent to the date of
their last valuation or from the end of the reporting period to the date of this
Form 10-QSB.

      (B)   Changes In Internal Controls

            In connection with the evaluation of the Company's internal controls
during the Company's first fiscal quarter ended March 31, 2005, the Company's
Principal Executive Officer and Principal Financial Officer have determined that
there are no changes to the Company's internal controls over financial reporting
that has materially affected, or is reasonably likely to materially effect, the
Company's internal controls over financial reporting.


                                       13
<PAGE>

                           PART II: OTHER INFORMATION

Item 1: Legal Proceedings

      Dispute of Money Owed

      On October 30, 2002, Heller Financial, Inc. (Heller), a Delaware
corporation, named Whitemark at Fox Glen, LTD., a Florida limited partnership
whose partners are Fox Glen Management Corporation and Whitemark Homes, Inc. as
a defendant in a lawsuit alleging non-distribution of proceeds relating to a
loan agreement. Whitemark is not disputing that there is money owed to Heller
but the amount that is owed to Heller. As of March 31, 2005, Whitemark has
recorded approximately $160,000 representing management's estimate of the
minimum amount actually due to Heller associated with this issue. The Company
has accrued an additional $640,000 in reserve for this lawsuit claim. This
reserve represents Management's estimate of the probable loss in the event the
Company is unsuccessful in defending this litigation. In December 2004, a
summary judgment was entered in favor of Heller against Fox Glen Management
Corporation and two individual defendants (by the Northern District of
Illinois), but the judgment is subject to an appeal. Management has entered into
discussions to settle the matter, but otherwise will pursue the appeal, and may
pursue a separate action against Heller for monies which it believes Heller owes
the Company in setoff.

      On October 3, 2003, Paulson Investment Company Inc. filed a lawsuit
against Whitemark Homes, Inc. for non-payment of $91,478 plus interest at a rate
of 6% per year. The nonpayment represents monies which Paulson alleges it is
owed for its due diligence costs in connection with a letter of intent for a
proposed public offering to be underwritten by Paulson. Whitemark contends that
certain conditions precedent to Whitemark's liability for these monies did not
occur. This lawsuit was settled in November 2004 for a cash payment of $15,000.
This payment was made to the arbitrators and, as of the date of the filing of
this Form 10-QSB, the final signed release has yet to be received by the
Company.

      Acquisition or Disposition of Assets

      As part of a settlement agreement entered into by Whitemark, certain of
its subsidiary entities, officers and directors, and William Michael Adkinson
("Michael Adkinson"), and parties and entities related to Mr. Adkinson, on April
18, 2003 (the "Global Settlement Agreement"), as more fully set forth below,
Whitemark acquired ownership of the common stock issued to Michael Adkinson and
related parties, subject to a lien by an unrelated party and disposed of certain
assets as more fully described herein. The overall result of the Global
Settlement Agreement was to rescind a business relationship between Whitemark
and Michael Adkinson, together with related parties and entities, which was
consummated in October 2001. Until consummation of the settlement, Michael
Adkinson was an employee of and significant shareholder in Whitemark. The Global
Settlement Agreement was negotiated in a contested, arms-length transaction, the
terms of which were believed to be no more favorable than could be obtained from
unrelated parties.

      As part of the Global Settlement Agreement, Whitemark received all
ownership rights to 5,000,000 shares of Whitemark restricted common stock,
collectively owned by Michael Adkinson, Chad Adkinson, Wayne Adkinson, Jan
Adkinson and Henry Devarona. Whitemark was also relieved of certain debt
obligations related to the real property being transferred to Michael Adkinson,
or his designees. Whitemark Homes also received the Orlando, Florida home of
Michael Adkinson, subject to certain liens.


                                       14
<PAGE>

      In addition, Whitemark delivered to Michael Adkinson, or his designees,
all real property acquired by Whitemark or its subsidiaries as a result of the
business relationship between Whitemark Homes and Michael Adkinson commencing in
October 2001. Also in connection with the Global Settlement Agreement, certain
operating accounts payable and short term and long term debt in excess of $45
million were transferred to Michael Adkinson or related entities and were
eliminated from the consolidated balance sheet of Whitemark.

      Global Settlement Agreement

      In addition to the dismissal with prejudice of the above lawsuits and the
transfers of real property and shares of subsidiary entities described in Part
I, Item 3, Legal Proceedings, the Global Settlement Agreement also terminated,
canceled and released all relevant parties from their respective obligations in
any of the following agreements executed as part of the business relationship
executed in or about August 2001: (1) the Exchange Agreement; (2) Closing
Agreement; (3) the Guaranty Agreement; (4) Employment Agreement, (5) Security
and Funding Agreement; (6) all profit participation agreements; (7) any joint
venture agreements; and (8) any other document or agreement executed in
connection with any of the foregoing including the of the Voting Agreement,
which has expired.

      As part of the Global Settlement Agreement, Michael Adkinson, Wayne
Adkinson and Chad Adkinson resigned from all positions with Whitemark and any
entity retained by Whitemark. The parties also executed mutual General Releases,
or otherwise agreed that all liability between the parties would be resolved by
the Global Settlement Agreement.

      Governmental Action

      During 2003, the Securities and Exchange Commission ("SEC") opened an
investigation of the Company related to the method in which the acquisition of
the NFC Group was recorded. This investigation is continuing and Whitemark is
cooperating fully. It is management's opinion that no laws or regulations have
been violated and that this matter will be resolved.

      Matthews Action

      On March 11, 2003, Muirfield Development Corporation, North Florida
Consulting, Inc., Troon Development Corporation and Whitemark Homes filed a
complaint in the Circuit Court of the Ninth Judicial Circuit in and for Orange
County, Florida against Dana C. Matthews and Matthews & Hawkins, P.A. for breach
of fiduciary duty, slander of title and tortious interference with an
advantageous business relationship (the "Matthews Action"). The underlying facts
of the Matthews Action were that the defendants, who acted as legal counsel for
these plaintiffs, allegedly breached their fiduciary duty by, including but not
limited to, acting for the benefit of parties adverse to these plaintiffs by
preparing allegedly improper and unauthorized mortgages upon certain properties
owned by these plaintiffs. On or about April 21, 2003, pursuant to the Global
Settlement Agreement, a Stipulation for Voluntary Dismissal was served
requesting that the Court dismiss the Matthews Action with prejudice with all
parties to bear their own fees and costs. The Court has not taken any action on
the Stipulation.

      Other Legal Matters

      During the first quarter of 2004, the Company became a party to two other
legal actions which relate to or arise from events relating to the Global
Settlement Agreement. Adkinson has asserted that the Company is in default of
the Agreement by not causing certain loan obligations relating to the Long Point
Cove property to be satisfied at a discount. That property is no longer owned by
the Company pursuant to the Global Settlement Agreement, and the Company
maintains that it has fulfilled its obligations related thereto under the
Agreement, and has filed a counterclaim against Adkinson based on this issue.
The Company believes this action to be without merit and intends to vigorously
defend itself. In addition, the Company is pursuing an action against the
Adkinson parties for failure to comply with certain matters in the Global
Settlement Agreement. The Long Point Cove obligation has now been satisfied, but
the Company believes that Adkinson has some outstanding obligations to the
Company based on monies the Company was forced to pay toward the Long Point Cove
obligation.


                                       15
<PAGE>

      The Company has also been named as a defendant in an action by Matthew
Paul Malouf based on certain indemnification provisions related to his guaranty
of a loan on the Muirfield Property and based on an asserted participation
interest in that property or other properties which have since been relinquished
by the Company under the Global Settlement Agreement. The obligations which were
alleged to require indemnity have been satisfied and this portion of the action
is subject to dismissal. The Company believes that all of the other of Malouf's
claims are matters which were assumed by Adkinson as part of the Global
Settlement Agreement, and will vigorously defend any such claims. The Company
has filed a counterclaim against Adkinson and related entities to recover any
damages it may suffer.

      During the fourth quarter of 2004, Whitemark Homes of Florida, Inc. was
named as a defendant in an action by Home Ownership & Mortgage Experts, Inc.
seeking recovery of $225,000 in fees due under an agreement related to the
Little Creek property. Management believed that no sums were due under the
Agreement because the services had not been performed and among other things.
However, in order to avoid the expense and uncertainty of litigation, the
Company entered into a settlement agreement in the amount of $75,000 which will
be paid during 2005.

      The Company was served on April 13, 2005 with a complaint seeking payment
of real estate commissions for three sales in the Glenbrook project. The
complaint is currently being evaluated to determine its merit. The Company
believes it may have defenses or offsets to these commissions; notwithstanding
that, the full amount of the commissions which could be claimed has been
escrowed with the closing agent. Therefore, the Company believes that the
Complaint will not cause any loss or detrimentally affect the Company. On the
other hand, if the Company prevails in the litigation, additional cash will
become available.

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

      Issuance of Unregistered Shares

      During the quarter ended March 31, 2005, the Company did not issue any
additional securities other than those described in Note 4 of the financial
statements, Stock Transactions. No underwriter, sales or placement agent was
involved in any of the transactions.

      The facts relied on to make the exemption from registration provided by
Section 4(2) of the Securities Act of 1933 available for the sale of securities
discussed above were: (1) the limited number of purchasers; (2) the
sophistication or accreditation of the purchasers; (3) their relationship with
the Company and/or access to material information about the Company; (4) the
information furnished to them by the Company; (5) the absence of any general
solicitation or advertising; and (6) restrictions on transfer of the securities
issued to them as indicated by a legend on the certificates representing such
securities.

Item 3: Default Upon Senior Securities

      None.

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

      None.


                                       16
<PAGE>

Item 5: Other Information

      Not applicable.

Item 6: Exhibits and Reports on Form 8-K

      a. Exhibits

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

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

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

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

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

31.1  Certification by Chief Executive Officer pursuant to 15 U.S.C. Section
      7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2  Certification by Acting Principal Financial Officer pursuant to 15 U.S.C.
      Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002

32.1  Certification by Chief Executive Officer and Acting Principal Financial
      Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002

      b.    Reports on Form 8-K

            None.


                                       17
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Medical Staffing has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized May 9, 2005.

                                        WHITEMARK HOMES, INC.


May 10, 2005                            /s/ Kenneth White
                                        ----------------------------------------
                                        Kenneth White
                                        Chief Executive Officer


May 10, 2005                            /s/ Russ Christensen
                                        ----------------------------------------
                                        Russ Christensen
                                        Acting Principal Financial Officer


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