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

                            FORM 10-KSB

  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                              OF 1934

  For the fiscal year ended 2001

  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                              OF 1934

  For the transition period from _______________________ to _____________


  Commission file number ________________________________

                Medical Staffing Solutions, Inc.
         (Name of small business issuer in its charter)

           Nevada                            91-2135006
  (State or jurisdiction of               (I.R.S. Employer
      incorporation or                   Identification No.)
        organization)

3021 West Excel, Spokane, WA                    99208
    (Address of principal                    (Zip Code)
     executive offices)

            Issuer's telephone number: (509) 327-2964

Securities registered under Section 12(b) of the Exchange Act:

     Title of each class               Name of each exchange on
                                          which registered



Securities registered under Section 12(g) of the Exchange Act:

Common stock, $.001 par value, 20,000,000 shares authorized
*     10,400,000 shares issued and outstanding as of December 31, 2001

*     10,500,000 shares issued and outstanding as of February 25, 2002


Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  ___Yes  _x_ No

Check  if disclosure of delinquent filers in response to Item  405
of Regulation S-B is not contained in this form, and no disclosure
will  be  contained,  to  the best of registrant's  knowledge,  in
definitive   proxy  or  information  statements  incorporated   by
reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB.

State issuer's revenues for its most recent fiscal year: $0 for
the year ended December 31, 2001.

State  the  aggregate  market value of the voting  and  non-voting
common equity held by non-affiliates computed by reference to  the
price  at which the common equity was sold: $35,000 as of February
25, 2002.
                         TABLE OF CONTENTS

                                                               PAGE
PART I                                                          3
 Item 1. Description of Business.                               3
 Item 2. Description of Property.                               5
 Item 3. Legal Proceedings.                                     5
 Item 4. Submission of Matters to a Vote of Security Holders.   5
PART II                                                         6
 Item 5. Market for Common Equity and Related Stockholder
 Matters.                                                       6
 Item 6. Management's Discussion and Analysis or Plan of
 Operation.                                                     7
 Item 7. Financial Statements.                                  9
 Item 8. Changes In and Disagreements With Accountants on
 Accounting and Financial Disclosure.                           20
PART III                                                        21
 Item 9. Directors, Executive Officers, Promoters and Control
 Persons                                                        21
 Item 10. Executive Compensation.                               22
 Item 11. Security Ownership of Certain Beneficial Owners and
 Management.                                                    22
 Item 12. Certain Relationships and Related Transactions.       22
 Item 13. Exhibits and Reports on Form 8-K.                     23
SIGNATURES                                                      24
PART I

Item 1. Description of Business.

A.   Business Development and Summary

Medical  Staffing  Solutions, Inc. ("MSS" or  the  "Company")  was
incorporated in the State of Nevada on June 21, 2001.   MSS  plans
to  provide temporary medical staffing for hospitals, clinics, and
nursing homes.  As of December 31, 2001, MSS generated no revenues
and was considered a development stage company.

MSS' administrative office is located at 3021 West Excel, Spokane,
Washington  99208,  telephone  (509)  327-2964.   MSS'  registered
resident  agent is Custom Fund Group, Inc., 5353 West  Desert  Inn
Road, Suite 2117, Nevada 89146.

MSS' fiscal year end is December 31.

B.   Business of Issuer

(1)  Principal Products and Services and Principal Markets

MSS   plans   to   provide  staffing  services  to   institutions,
occupational,  and  alternate  site  healthcare  organizations  by
providing health care professionals to meet supplemental  staffing
needs.   Often,  MSS'  potential clients use temporary  healthcare
professionals to maximize scheduling flexibility, to  monitor  and
control  costs,  and to cover peak periods, illness  and  vacation
time of their permanent staff.

In  particular, MSS plans to address temporary staffing needs  for
the following categories of healthcare professionals:
                 *    registered nurses;
                 *    licensed practical nurses;
                 *    physical, speech and occupational therapists;
                 *    certified nursing assistants;
                 *    medical assistants; and
                 *    medical technologists.

These   professionals  typically  work  in  hospitals,  industrial
settings, long-term care facilities, clinics, schools, physicians'
offices,   laboratories,   home  care  agencies,   and   insurance
companies.   Initially, MSS plans to arrange for their assignments
locally from its office in Spokane, Washington.

MSS  plans  to employ various healthcare professionals on  an  as-
needed   basis  to  meet  client  demand.   However,   specialized
recruitment  and retention programs will be offered to  healthcare
professionals as incentives for them to remain in the MSS' employ.

(2)  Distribution Methods of the Products or Services

MSS  plans  to  obtain  clients  primarily  through  personal  and
corporate  sales presentations, telephone marketing calls,  direct
mail solicitation, referrals from other clients and advertising on
the Internet and in a variety of local media, including the Yellow
Pages,  newspapers, magazines, trade publications and  television.
Marketing  efforts  will also involve personal contact  with  case
managers for managed health care programs, such as those involving
health    maintenance   organizations   and   preferred   provider
organizations,  insurance  company representatives  and  employers
with self-funded employee health benefit programs.

MSS believes that it has the local relationships and the knowledge
of  the regional market, in which it operates, required to compete
effectively for referrals.

(3)  Status of any announced new product or service

None.

(4)  Industry background and competition

For many years, hospitals and other healthcare providers relied on
full-time employees working double shifts and overtime to  fulfill
staffing needs in peak patient census times.  This led to expanded
costs and an increased number of mistakes by caregivers because of
fatigue.   In  response to that, healthcare providers  started  to
turn to temporary professional help.

MSS  plans  to  enter  a  market that is  highly  competitive  and
fragmented.  To the best of MSS' knowledge, today there are a  few
national  companies, hundreds of regional companies and  thousands
of  locally based independent health care organizations, which may
be  offering temporary staffing solutions.  These competitors  can
be  not-for-profit organizations or for-profit organizations.   In
the  opinion  of MSS' management, there is no single company  that
dominates the market.

MSS competes for a limited pool of health care professionals.  The
intensity  of competition in the industry affects the availability
of personnel, quality and expertise of services, and the value and
price of services.

MSS  may  have  existing  competitors, as  well  as  a  number  of
potential new competitors, who have greater name recognition,  and
significantly greater financial, technical and marketing resources
than MSS.  This may allow them to devote greater resources to  the
development  and  promotion of their services.  These  competitors
may also undertake more far-reaching marketing campaigns and adopt
more  aggressive pricing policies and make more attractive  offers
to existing and potential clients.

MSS   expects  that  industry  forces  will  impact  it  and   its
competitors.  MSS' competitors will likely strive to improve their
service offerings and price competitiveness.  MSS also expects its
competitors to develop new strategic relationships with  providers
and referral sources, which could result in increased competition.
The  introduction  of new and enhanced services, acquisitions  and
industry   consolidation   and  the   development   of   strategic
relationships  by the MSS' competitors could cause  a  decline  in
sales  or  loss  of  market acceptance of the  services  or  price
competition, or make the MSS' services less attractive.

(5)  Recruitment Plans

MSS  plans  to recruit needed professionals through a  variety  of
sources,   including  advertising  in  local  media,  job   fairs,
solicitations   on   web   sites,  direct   mail   and   telephone
solicitations, as well as referrals obtained directly from clients
and other caregivers.  MSS will pay its recruited professionals on
an  hourly  basis for time actually worked, subject to a four-hour
daily  minimum  on the days worked.  The wages paid  may  vary  in
different  geographic areas to reflect the prevailing  wages  paid
for  the particular skills in the community where the services are
performed.

(6)   Customers

MSS  does  not  have  an established client base.   MSS  plans  to
provide  staffing  services  to  institutions,  occupational,  and
alternate site healthcare organizations.  At this time,  MSS  does
not anticipate that its business will depend disproportionately on
any  particular  client or a group of clients.  Of this,  however,
there can be no assurance.

(7)  Intellectual Property

MSS  does  not have any patents, trademarks, licenses, franchises,
concessions or royalty agreements.

(8)  Need for Government Approval

The  staffing  efforts  of MSS will focus on  marketing  temporary
services  of  professionals  certified by  appropriate  government
bodies.   MSS  will  work  only  with  medical  professionals  who
maintain  current certification and licensing with each  state  in
which  they  practice.  Some states may issue a temporary  license
until  the permanent license is obtained.  MSS will have no direct
role in obtaining individual licenses.

(9)  Effect of existing or probable government regulations

MSS does not expect existing or probable government regulations to
affect  MSS'  business to a material extent.   MSS  will  have  no
direct  role in securing licenses for medical professionals,  with
whom  MSS plans to work.  Such medical professionals will (1) bear
full  responsibility for securing and maintaining  their  licenses
and  (2)  be  fully  liable for services they perform  during  the
temporary placement period arranged by MSS.

(10) Employees

MSS is currently in the development stage.  During the development
stage,  MSS  plans  to  rely exclusively on the  services  of  its
officers   and  directors  to  set  up  its  business  operations.
Currently,  two such officers and directors (Kelly  P.  Jones  and
Nicole M. Jones) are involved in MSS business on a daily basis.

Item 2. Description of Property.

MSS'  uses  the administrative office located at 3021 West  Excel,
Spokane,   Washington  99208.   A  director  and  shareholder   is
providing the office space at no charge to MSS.

Item 3. Legal Proceedings.

MSS is not a party to any pending or threatened legal proceeding.

Item 4. Submission of Matters to a Vote of Security Holders.

During  the fourth quarter of the fiscal year 2001, no matter  was
submitted  by  this  report or otherwise to  a  vote  of  security
holders, through the solicitation of proxies or otherwise.




                              PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

Market Information

As  of February 25, 2002, there is no public market in MSS' Common
Stock.   However,  non-affiliates of MSS hold  200,000  shares  of
Common  Stock,  which are registered under the Securities  Act  of
1933 and could be sold in a public market, if and when such public
market develops.  The remaining 10,300,000 shares of Common  Stock
issued  and  outstanding as of February 25,  2002  are  restricted
securities for purposes of the Securities Act of 1933.

As of February 25, 2002,
*     there are no outstanding options or warrants to purchase, or
      other instruments convertible into, common equity of MSS;
*     there  is no stock that currently could be sold pursuant  to
      Rule 144 under the Securities Act or that MSS agreed to
      register for sale;

*     in  the  future, all 10,300,000 restricted shares of  Common
      Stock of MSS will be eligible for sale pursuant to Rule 144
      under the Securities Act; and
*     other than the stock sold under the SB-2 Registration, there
      is no stock that has been proposed to be publicly offered
      resulting in dilution to current shareholders.

Holders

As  of  December 31, 2001, MSS had approximately 10,400,000 shares
of  $0.001 par value common stock issued and outstanding  held  by
approximately  three (3) shareholders of record.  As  of  February
25,  2002,  MSS had approximately 10,500,000 shares of $0.001  par
value  common  stock issued and outstanding held by  approximately
twenty-three (23) shareholders of record.  MSS' Transfer Agent  is
Executive Registrar & Transfer Agency, 3118 W. Thomas Road,  Suite
707, Phoenix, AZ 85017, phone (602) 415-1273.

Dividends

MSS  has  never declared or paid any cash dividends on its  common
stock.   For  the foreseeable future, MSS intends  to  retain  any
earnings to finance the development and expansion of its business,
and it does not anticipate paying any cash dividends on its common
stock.   Any future determination to pay dividends will be at  the
discretion  of  the Board of Directors and will be dependent  upon
then  existing conditions, including MSS' financial condition  and
results   of   operations,   capital   requirements,   contractual
restrictions, business prospects, and other factors that the board
of directors considers relevant.

Recent Sales of Unregistered Securities.

During  June 2001, MSS issued 10,000,000 shares of its $0.001  par
value common stock to Kelly P. Jones, an officer and director,  in
exchange for $1,300 in cash and $8,700 in subscription receivable.
The  total  amount of the transaction was $10,000  or  $0.001  per
share.   That  sale  of stock by MSS did not  involve  any  public
offering  or solicitation.  At the time of the issuance, Kelly  P.
Jones  was  in  possession of all available  material  information
about  MSS.   Also,  Kelly  P. Jones had  a  degree  of  financial
sophistication,   which  allowed  him  to  make   an   independent
assessment of the investment merits of MSS.  On the basis of these
facts, MSS claims that the issuance of stock to Kelly P. Jones was
qualified for the exemption from registration contained in Section
4(2) of the Securities Act of 1933.

During  August  2001,  the Company issued 200,000  shares  of  its
$0.001 par value common stock to Lynn-Cole Capital Corporation,  a
creditor, in exchange for cash in the amount of $5,000, or  $0.025
per  share, pursuant to the exemption from registration  contained
in  Section 4(2) of the Securities Act of 1933.  The principal  of
Lynn-Cole Capital Corporation, a sophisticated investor, made  the
investment decision on the basis of material information disclosed
to her by MSS.

During  September 2001, the Company issued 200,000 shares  of  its
$0.001  par value common stock in exchange for cash in the  amount
of  $5,000, or $0.025 per share, to Earl Gilbrech, an unaffiliated
investor, pursuant to the exemption from registration contained in
Section  4(2)  of  the Securities Act of 1933.   Mr.  Gilbrech,  a
sophisticated investor, was familiar with MSS business  plans  and
made  the investment decision on the basis of material information
disclosed to him by MSS.

Recent Registered Offering

The  SB-2  Registration  Statement  of  MSS,  as  amended,  deemed
effective  by  the  SEC  on  January 11, 2002  (the  "Registration
Statement"),  offered  an aggregate of up  to  500,000  shares  of
$0.001  par  value common stock (the "Common Stock") for  sale  at
$0.25 per share, of which up to 400,000 shares were offered by MSS
and up to 100,000 shares were offered by Selling Stockholders in a
self-underwritten offering.

During  February 2002, MSS sold 100,000 shares of Common Stock  to
approximately twenty (20) investors unaffiliated with MSS pursuant
to  the  Registration  Statement.  The  price  per  share  in  the
offering  was  $0.25 for total cash proceeds of  $25,000.   As  of
February 25, 2002, MSS deregistered 300,000 shares of Common Stock
representing  the unsold portion of Common Stock  offered  by  MSS
pursuant to the Registration Statement.  The securities registered
for  sale  by  Selling Stockholder continue to be subject  to  the
Registration Statement.

Pursuant  to Rule 463 under the Securities Act of 1933, MSS  plans
to  report  the  use of proceeds of the offering pursuant  to  the
Registration Statement in the quarterly report on form 10-QSB  for
the  quarter  ending  on March 31, 2002, and,  if  applicable,  in
subsequent periodic filings.

Item 6. Management's Discussion and Analysis or Plan of Operation.

This  section  must  be  read  in  conjunction  with  the  Audited
Financial Statements included in this report.

A.   Management's Discussion

The  Company was incorporated in the State of Nevada on  June  21,
2001.   The  Company  is a startup and has not  yet  realized  any
revenues.  To date, the Company has:
*    raised the start-up capital through private equity offerings,
*    recruited  and  retained  a  management  team  and  board  of
     directors, and
*    developed a business plan.

In  the initial approximately six-month operating period from June
21,  2001  (inception) to December 31, 2001, the Company generated
no revenues from operations while incurring $10,876 in general and
administrative expenses.  This resulted in a cumulative  net  loss
of $10,875 for the period, which is equivalent to $0.00 per share.
The  cumulative net loss is attributable solely to  the  costs  of
start-up operations.

B.   Plan of Operation

MSS estimates that it needs a minimum of $20,000 to maintain bare-
bones  operations  for  the  next twelve  (12)  months.   In  this
context, "bare-bones operations" means all of the following:
1.    MSS  will not be able to work with more than one independent
      contractor at a time;
2.    MSS  will concentrate its operations exclusively in a  small
      target market not extending beyond the Spokane area; and
3.    MSS will perform all administrative and office functions out
      of the home of Kelly P. Jones and Nicole M. Jones.

In  January 2002, MSS raised approximately $25,000 in a registered
public offering of common stock pursuant to the SB-2 Registration.
MSS  believes that the proceeds of the offering together with $939
in  cash as reported as of December 31, 2001 will be sufficient to
maintain operations for the next twelve (12) months.

Over  the next twelve (12) months MSS plans to invest up to $9,000
in  office furniture and office equipment, including computers and
peripherals,  a  fax machine, a copier, and a  phone  system.   If
sufficient  funds are available, over the next twelve (12)  months
MSS  plans  to  acquire  up to $13,500 in  medical  equipment  and
supplies for use by MSS' independent contractors.

MSS anticipates that over the next twelve (12) months MSS will not
hire  any additional full- or part-time employees, as the services
provided  by Kelly P. Jones and Nicole M. Jones appear  sufficient
during the initial growth stage.

Sales  growth  in  the  next  six (6) to  twelve  (12)  months  is
important  for the MSS' plan of operations.  However, the  Company
cannot  guarantee  that  it will generate  such  growth.   If  the
Company  does  not generate sufficient cash flow  to  support  its
operations in the next twelve (12) to eighteen (18) months, it may
need  to  raise  additional capital by issuing  capital  stock  in
exchange  for  cash  in  order to continue  as  a  going  concern.
However, there can be no assurance that the Company would be  able
to raise enough capital to stay in business.

The first goal of MSS is to obtain contracts from local hospitals,
clinics  and  nursing homes and start advertising  and  recruiting
professional  staff  to  fill the contractual  obligations.   This
should  take  several  months and include  filling  out  necessary
paperwork  for contracts and then recruiting people to  work  open
positions.   Verification of licensure in Washington can  be  done
via the Internet.

Once MSS has contracts established and start building a reputation
for quality staff, MSS will start looking to expand.  MSS foresees
attaining reaching that stage in 12-18 months.

The  second  goal  is  to expand the business  to  outlying  rural
hospitals,  clinics and nursing homes.  MSS will obtain  contracts
for staffing needs all the while recruiting through advertisement,
word  of  mouth  and  by  attending local  and  nation  healthcare
profession  conferences.  MSS foresees it taking 18-36  months  to
expand in the state of Washington.

The  next step would be to expand outside of Washington State  and
into  Idaho, Oregon, and Montana.  All have reported  a  need  for
qualified  staffing  in hospital, clinic and nursing  homes.   MSS
plans  on  doing  most  of the selling of its  services  in  those
markets by personally visiting managers and recruiters.  MSS  will
develop  a  survey  or questionnaire to assess the  need  of  each
individual  contract  opportunity.  The  expansion  in  each  will
greatly enhance the earning ability of the business but is  likely
to  be  attained not earlier than 3-5 years from inception of  the
business.  MSS expects to attain profitability at that point.

Finally, after MSS has established itself in the northwest market,
further expansion into all areas of the United States is expected.
MSS'  goal  is  to  establish  several  offices  in  major  cities
throughout  the  US, to advertise nationally  and  to  attend  all
necessary  professional conferences.  MSS estimates the attainment
of this goal to take at least five years.

Item 7. Financial Statements.

The  following financial statements are included as part  of  this
report:
1.   Independent Auditor's Report
2.   Balance Sheet as of December 31, 2001.
3.   Statement of Operations for the period June 21, 2001 (Date of
     Inception) through December 31, 2001.
4.   Statement of Changes in Stockholders' Equity for the period
     June 21, 2001 (Date of Inception) through December 31, 2001.
5.   Statement of Cash Flows for the period June 21, 2001 (Date of
     Inception) through December 31, 2001.
6.   Footnotes








                 Medical Staffing Solutions, Inc.
                   (A Development Stage Company)

                           Balance Sheet
                               as of
                         December 31, 2001

                                and

                     Statement of Operations,
               Changes in Stockholders' Equity, and
                            Cash Flows
                          for the period
                 June 21, 2001 (Date of Inception)
                              through
                         December 31, 2001



                         TABLE OF CONTENTS





                                        PAGE

Independent Auditor's Report             1

Balance Sheet                            2

Statement of Operations                  3

Statement of Changes in Stockholders'    4
Equity

Statement of Cash Flows                  5

Footnotes                                6



G. BRAD BECKSTEAD
Certified Public Accountant
                                               330 E. Warm Springs
                                               Las Vegas, NV 89119
                                                      702.257.1984
                                                702.362.0540 (fax)

                   INDEPENDENT AUDITOR'S REPORT


February 22, 2002

Board of Directors
Medical Staffing Solutions, Inc.
Las Vegas, NV

I  have  audited the Balance Sheet of Medical Staffing  Solutions,
Inc. (the "Company") (A Development Stage Company), as of December
31,  2001,  and the related Statement of Operations, Stockholders'
Equity,  and  Cash  Flows for the period June 21,  2001  (Date  of
Inception)  to December 31, 2001.  These financial statements  are
the responsibility of the Company's management.  My responsibility
is to express an opinion on these financial statements based on my
audit.

I  conducted  my  audit  in  accordance  with  generally  accepted
auditing  standards.   Those standards require  that  I  plan  and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An  audit
includes  examining,  on  a test basis,  evidence  supporting  the
amounts  and  disclosures in the financial statement presentation.
An  audit  also includes assessing the accounting principles  used
and   significant  estimates  made  by  management,  as  well   as
evaluating  the  overall  financial  statement  presentation.    I
believe that my audit provides a reasonable basis for my opinion.

In  my opinion, the financial statements referred to above present
fairly,  in  all  material  respects, the  financial  position  of
Medical Staffing Solutions, Inc. (A Development Stage Company)  as
of  December 31, 2001, and the results of its operations and  cash
flows for the period June 21, 2001 (Date of Inception) to December
31,   2001,  in  conformity  with  generally  accepted  accounting
principles.

The  accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern.  As  discussed  in
Note  3  to the financial statements, the Company has had  limited
operations  and  have not commenced planned principal  operations.
This  raises substantial doubt about its ability to continue as  a
going  concern.  Management's plan in regard to these matters  are
also described in Note 3.  The financial statements do not include
any  adjustments  that  might result  from  the  outcome  of  this
uncertainty.

/s/ G. Brad Beckstead, CPA

G. Brad Beckstead, CPA




                 Medical Staffing Solutions, Inc.
                   (a Development Stage Company)
                           Balance Sheet
                                          December 31,
                                             2001
Assets

Current assets:
  Cash and equivalents                   $       939
       Total current assets                      939

                                         $       939

Liabilities and Stockholders' Equity

Current liabilities:
  Accounts payable - related party       $       514
       Total current liabilities                 514

Stockholders' equity:
  Common stock, $0.001 par value,
     20,000,000 shares authorized,
     10,400,000 shares issued and
     outstanding
                                             10,400
  Preferred stock, $0.001 par value,
     5,000,000 shares authorized, no
     shares issued and outstanding
                                                  -
  Additional paid-in capital                  9,600
  Subscriptions receivable                   (8,700)
  (Deficit) accumulated during              (10,875)
  development stage
                                                425

                                         $      939

The accompanying notes are an integral part of these financial statements.




                 Medical Staffing Solutions, Inc.
                   (a Development Stage Company)
                      Statement of Operations

                                 June 21, 2001
                                (Inception) to
                                  December 31,
                                     2001

Revenue                        $          -

Expenses:
    General & administrative          7,792
   expenses
    Equipment rent - related          3,084
   party
       Total expenses                10,876

Other income:
    Interest income                       1

Net (loss)                     $   (10,875)

Weighted average number of
    common shares outstanding    10,236,449


Net (loss) per share           $     (0.00)

The accompanying notes are an integral part of these financial statements.




                 Medical Staffing Solutions, Inc.
                   (a Development Stage Company)
           Statement of Changes in Stockholders' Equity

                                                      (Deficit)
                                                     Accumulated      Total
                              Additional  Subscrip-    During       Stockhol-
               Common Stock     Paid-in   tions      Development      ders'
            Shares     Amount   Capital   Receivable   Stage         Equity

June 2001
 Founder    10,000,000 $10,000  $     -   $ (8,700)  $       -  $     1,300
 shares

August 2001
 Issued for    200,000     200    4,800          -           -        5,000
 cash

September
2001
 Issued for    200,000     200    4,800          -           -        5,000
 cash

Net (loss)
 June 21, 2001
 (inception) to
 December 31, 2001                                    (10,875)      (10,875)


Balance,    10,400,000 $10,400  $ 9,600  $ (8,700)   $(10,875)  $       425
12/31/01

The accompanying notes are an integral part of these financial statements.




                 Medical Staffing Solutions, Inc.
                   (a Development Stage Company)
                      Statement of Cash Flows
                                                June 21, 2001
                                                (Inception) to
                                                December 31,
                                                     2001
Cash flows from operating activities
Net (loss)                                    $   (10,875)
Adjustments to reconcile net (loss) to net
cash (used) by operating activities:

              Increase in accounts payable            514
Net cash (used) by operating activities           (10,361)

Cash flows from investing activities
Net cash provided (used) by investing                   -
activities

Cash flows from financing activities
              Issuances of common stock            20,000
              Subscription receivable              (8,700)
Net cash provided by financing activities          11,300

Net increase in cash                                  939
Cash - beginning                                        -
Cash - ending                                  $      939

Supplemental disclosures:
              Interest paid                    $        -
              Income taxes paid                $        -

Non-cash transactions:
              Stock issued for services        $        -
              provided
              Number of shares issued for               -
              services

The accompanying notes are an integral part of these financial statements.




                 Medical Staffing Solutions, Inc.
                   (a Development Stage Company)
                               Notes

Note 1 - History and organization of the company

The  Company was organized June 21, 2001 (Date of Inception) under
the  laws  of the State of Nevada, as Medical Staffing  Solutions,
Inc.   The  Company has no operations and in accordance with  SFAS
#7,  the  Company is considered a development stage company.   The
Company  is  authorized to issue 20,000,000 shares of  $0.001  par
value  common  stock  and 5,000,000 shares  of  $0.001  par  value
preferred stock.

Note 2 - Accounting policies and procedures

Use of estimates
  The  preparation  of  financial statements  in  conformity  with
  generally accepted accounting principles requires management  to
  make  estimates and assumptions that affect the reported amounts
  of  assets  and liabilities and disclosure of contingent  assets
  and  liabilities at the date of the financial statements and the
  reported  amounts of revenue and expenses during  the  reporting
  period.  Actual results could differ from those estimates.

Cash and cash equivalents
  For  the  purpose  of the statements of cash flows,  all  highly
  liquid investments with an original maturity of three months  or
  less  are  considered to be cash equivalents.   There  are  cash
  equivalents in the amount of $51 as of December 31, 2001.

Revenue recognition
  The Company recognizes revenue on the accrual basis.

Advertising costs
  The  Company  expenses  all  costs of advertising  as  incurred.
  There  were  no  advertising  costs  included  in  general   and
  administrative expenses as of December 31, 2001.

Fair value of financial instruments
  Fair  value  estimates discussed herein are based  upon  certain
  market  assumptions  and  pertinent  information  available   to
  management  as  of  December 31, 2001.  The respective  carrying
  value   of   certain   on-balance-sheet  financial   instruments
  approximated  their  fair values.  These  financial  instruments
  include cash and accounts payable.  Fair values were assumed  to
  approximate  carrying values for cash and payables because  they
  are  short term in nature and their carrying amounts approximate
  fair values or they are payable on demand.

Impairment of long lived assets
  Long lived assets held and used by the Company are reviewed  for
  possible  impairment  whenever events or circumstances  indicate
  the  carrying  amount of an asset may not be recoverable  or  is
  impaired.    No   such  impairments  have  been  identified   by
  management at December 31, 2001.

Reporting on the costs of start-up activities
  Statement  of Position 98-5 (SOP 98-5), "Reporting on the  Costs
  of   Start-Up  Activities,"  which  provides  guidance  on   the
  financial reporting of start-up costs and organizational  costs,
  requires  most  costs of start-up activities and  organizational
  costs  to  be  expensed as incurred.  SOP 98-5 is effective  for
  fiscal  years  beginning  after December  15,  1998.   With  the
  adoption of SOP 98-5, there has been little or no effect on  the
  Company's financial statements.

Loss per share
  Net  loss per share is provided in accordance with Statement  of
  Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
  Share".   Basic  loss per share is computed by  dividing  losses
  available to common stockholders by the weighted average  number
  of  common shares outstanding during the period.  As of December
  31,  2001, the Company had no dilutive common stock equivalents,
  such as stock options or warrants.

Dividends
  The Company has not yet adopted any policy regarding payment  of
  dividends.   No  dividends  have been  paid  or  declared  since
  inception.

Segment reporting
  The  Company follows Statement of Financial Accounting Standards
  No.  130,  "Disclosures  About Segments  of  an  Enterprise  and
  Related  Information."  The Company operates as a single segment
  and will evaluate additional segment disclosure requirements  as
  it expands its operations.

Income taxes
  The  Company follows Statement of Financial Accounting  Standard
  No.  109,  "Accounting for Income Taxes" ("SFAS  No.  109")  for
  recording  the provision for income taxes.  Deferred tax  assets
  and  liabilities are computed based upon the difference  between
  the  financial  statement and income tax  basis  of  assets  and
  liabilities using the enacted marginal tax rate applicable  when
  the  related  asset or liability is expected to be  realized  or
  settled.  Deferred income tax expenses or benefits are based  on
  the changes in the asset or liability each period.  If available
  evidence  suggests  that it is more likely than  not  that  some
  portion  or all of the deferred tax assets will not be realized,
  a  valuation  allowance is required to reduce the  deferred  tax
  assets  to  the  amount  that is more  likely  than  not  to  be
  realized.   Future  changes  in  such  valuation  allowance  are
  included  in  the  provision for deferred income  taxes  in  the
  period of change.

  Deferred  income  taxes  may  arise from  temporary  differences
  resulting  from income and expense items reported for  financial
  accounting  and  tax  purposes in different  periods.   Deferred
  taxes are classified as current or non-current, depending on the
  classification of assets and liabilities to which  they  relate.
  Deferred taxes arising from temporary differences that  are  not
  related  to  an asset or liability are classified as current  or
  non-current  depending  on the periods in  which  the  temporary
  differences are expected to reverse.

Recent pronouncements
  The  FASB  recently  issued Statement No. 137,  "Accounting  for
  Derivative   Instruments  and  Hedging  Activities-Deferral   of
  Effective Date of FASB Statement No. 133".  The Statement defers
  for  one  year  the  effective date of FASB Statement  No.  133,
  "Accounting  for Derivative Instruments and Hedging Activities".
  The  rule  now will apply to all fiscal quarters of  all  fiscal
  years  beginning after June 15, 2000.  In June  1998,  the  FASB
  issued SFAS No. 133, "Accounting for Derivative Instruments  and
  Hedging Activities."  The Statement will require the company  to
  recognize  all derivatives on the balance sheet at  fair  value.
  Derivatives that are not hedges must be adjusted to  fair  value
  through income, if the derivative is a hedge, depending  on  the
  nature  of  the hedge, changes in the fair value of  derivatives
  will  either be offset against the change in fair value  of  the
  hedged assets, liabilities, or firm commitments through earnings
  or  recognized  in other comprehensive income until  the  hedged
  item  is recognized in earnings.  The ineffective portion  of  a
  derivative's change in fair value will be immediately recognized
  in earnings.  The company does not expect SFAS No. 133 to have a
  material impact on earning s and financial position.

  In   December  1999,  the  Securities  and  Exchange  Commission
  released  Staff Accounting Bulletin No. 101, Revenue Recognition
  in  Financial Statements (SAB No. 101), which provides  guidance
  on  the  recognition, presentation and disclosure of revenue  in
  financial  statements.  SAB No. 101 did not impact the company's
  revenue recognition policies.

Year end
  The Company has adopted December 31 as its fiscal year end.

Note 3 - Going concern

The   Company's  financial  statements  are  prepared  using   the
generally  accepted accounting principles applicable  to  a  going
concern,   which  contemplates  the  realization  of  assets   and
liquidation  of  liabilities  in the normal  course  of  business.
However,  the  Company  has not commenced  its  planned  principal
operations  and it has not generated any revenues.   In  order  to
obtain  the  necessary  capital,  the  Company  raised  funds  via
securities   offering  registered  on  Form  SB-2.   The   Company
estimates  that  it  will need a minimum of  $20,000  to  maintain
operations for the next twelve months.  If the securities offering
does  not provide sufficient capital, a shareholder of the Company
has  agreed  to provide sufficient funds as a loan not  to  exceed
$20,000  over the next twelve-month period.  However, the  Company
is  dependent  upon  its  ability to  secure  equity  and/or  debt
financing  and  there are no assurances that the Company  will  be
successful, without sufficient financing it would be unlikely  for
the Company to continue as a going concern.

The   officers  and  directors  are  involved  in  other  business
activities  and  may,  in  the future, become  involved  in  other
business   opportunities.   If  a  specific  business  opportunity
becomes  available, such persons may face a conflict in  selecting
between  the  Company  and  their other business  interests.   The
Company  has  not formulated a policy for the resolution  of  such
conflicts.

Note 4 - Income taxes

The Company accounts for income taxes under Statement of Financial
Accounting  Standards  No.  109,  "Accounting  for  Income  Taxes"
("SFAS  No.  109"),  which requires use of the  liability  method.
SFAS No. 109 provides that deferred tax assets and liabilities are
recorded based on the differences between the tax bases of  assets
and liabilities and their carrying amounts for financial reporting
purposes,  referred  to  as temporary differences.   Deferred  tax
assets  and  liabilities at the end of each period are  determined
using the currently enacted tax rates applied to taxable income in
the  periods in which the deferred tax assets and liabilities  are
expected to be settled or realized.

The provision for income taxes differs from the amount computed by
applying  the  statutory federal income tax rate to income  before
provision  for income taxes.  The sources and tax effects  of  the
differences are as follows:

          U.S federal statutory rate         (34.0%)
          Valuation reserve                   34.0%
          Total                                  -%

As of December 31, 2001, the Company has a net operating loss
carryforward of approximately $10,875 for tax purposes, which will
be available to offset future taxable income.  If not used, this
carryforward will expire in 2021.

Note 5 - Commitments

On June 23, 2001, the Company signed an equipment rental agreement
with a shareholder for a vehicle.  The term is for 18 months
commencing on July 15, 2001 with monthly payments of $514.
Note 6 - Stockholder's equity

The Company is authorized to issue 20,000,000 shares of its $0.001
par  value  common stock and 5,000,000 shares of  its  $0.001  par
value preferred stock.

During  June  2001, the Company issued 10,000,000  shares  of  its
$0.001  par  value  common  stock to an officer  and  director  in
exchange  for cash in the amount of $1,300.  Of the total,  $1,300
is  considered common stock and $8,700 is considered subscriptions
receivable.

During  August  2001,  the Company issued 200,000  shares  of  its
$0.001  par value common stock to a creditor in exchange for  cash
in the amount of $5,000.

During  September 2001, the Company issued 200,000 shares  of  its
$0.001  par  value common stock to an individual in  exchange  for
cash in the amount of $5,000.

There  have  been  no other issuances of common  and/or  preferred
stock.

Note 7 - Related party transactions

On June 23, 2001, the Company signed an equipment rental agreement
with  a  shareholder for a vehicle.  The term  is  for  18  months
commencing on July 15, 2001 with monthly payments of $514.  As  of
December  31, 2001, the Company paid the shareholder  a  total  of
$2,570.

Office  space  and  services  are provided  without  charge  by  a
director  and  shareholder.   Such costs  are  immaterial  to  the
financial  statements and, accordingly, have  not  been  reflected
therein.   The officers and directors of the Company are  involved
in  other  business  activities and may,  in  the  future,  become
involved  in other business opportunities.  If a specific business
opportunity becomes available, such persons may face a conflict in
selecting  between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such
conflicts.

Note 8 - Warrants and options

There  are  no  warrants  or options outstanding  to  acquire  any
additional shares of common or preferred stock.

Note 9 - Subsequent events

During  February 2002, the Company issued 100,000  shares  of  its
$0.001  par  value common stock for total cash of  $25,000  in  an
offering registered via Form SB-2.

Item   8.  Changes  In  and  Disagreements  With  Accountants   on
Accounting and Financial Disclosure.

None.


                             PART III

Item 9.  Directors,  Executive  Officers,  Promoters  and  Control
      Persons

Directors, Executive Officers, Promoters and Control Persons

Each of MSS' directors is elected by the stockholders to a term of
one  (1) year and serves until his or her successor is elected and
qualified.  Each  of the officers is appointed  by  the  Board  of
Directors  to a term of one (1) year and serves until his  or  her
successor  is duly elected and qualified, or until he  or  she  is
removed  from  office.  The Board of Directors has no  nominating,
auditing, or compensation committees.

The  following  table  sets  forth certain  information  regarding
executive officers and directors of MSS as of February 25, 2002:

Name and Address       Age                Position

 Kelly P. Jones        31         President & CEO, Director
 Nicole M. Jones       30        Vice-President, Secretary &
                                     Controller, Director

The  persons  named  above have held their  office/position  since
inception  of  MSS and are expected to hold their  office/position
until the next annual meeting of MSS' stockholders.

Background of Directors, Executive Officers, Promoters and Control
Persons

Kelly  P. Jones, President & CEO, Director, graduated from college
in 1994 with an AAS degree in respiratory therapy.  After college,
Mr.  Jones was employed by a local hospital (a) working as a staff
therapist  and  (b)  teaching  the  respiratory  therapy  clinical
program for 1 year.  Mr. Jones was an admired worker and was  very
active  in his professional community.  In 1997 Mr. Jones went  to
work  for  a  nationally recognized critical  care  air  transport
service.   Over  the  course of the last 7  years  he  has  become
intimately   aware  of  the  present  and  accelerating   staffing
shortages  within  the  medical  community.   The  following  list
summarizes Mr. Jones' experience from 1994 to present:

* 2001-present  Sacred Heart Medical Center, Staff Respiratory Therapist

* 1997-2001     Northwest Medstar, flight respiratory Therapist

* 1995-1996     Spokane Community College, Respiratory Therapist
                clinical Instructor
* 1995-1997     Holy Family Hospital, Staff respiratory Therapist

* 1994-1995     Preferred Medical, Equipment and service salesman,
                respiratory therapist

Nicole M. Jones, Vice-President, Secretary & Controller, Director,
graduated  with  a BS degree in nursing in 1994.   Ms.  Jones  has
worked in the nursing field since graduating.  She currently works
in the intensive care nursery at a local hospital.   Ms. Jones has
first  hand experience with nursing shortages and has put in  many
exhausting  hours working mandatory overtime.  She  has  seen  the
need  for qualified temporary staff increase greatly over the last
several   years.   The  following  list  summarizes   Ms.   Jones'
experience from 1994 to present:

*  1997-present   Sacred Heart Medical, Neonatal Intensive Care Nurse

*  1996-1997      Holy Family Hospital, Medical/Surgical. Registered Nurse

*  1994-1996      Manor Healthcare, Registered Nurse


Family Relationships

Kelly P. Jones is married to Nicole M. Jones.




Involvement in Certain Legal Proceedings

No  director, officer, significant employee, or consultant of  MSS
has  been convicted in a criminal proceeding, exclusive of traffic
violations.

No  director, officer, significant employee, or consultant of  MSS
has  been  permanently or temporarily enjoined, barred, suspended,
or  otherwise  limited from involvement in any type  of  business,
securities or banking activities.

No  director, officer, significant employee, or consultant of  MSS
has  been convicted of violating a federal or state securities  or
commodities law.

Item 10. Executive Compensation.

                                             Compensation for the Period
                                            from Inception (June 21, 2001)
                                                 to December 31, 2001
 Name           Position                         Salary          Other

Kelly P. Jones  President & CEO, Director          $0              $0

Nicole M. Jones Vice-President,                    $0              $0
                Secretary & Controller,
                Director


There are no existing or planned option/SAR grants.

Item  11.  Security  Ownership of Certain  Beneficial  Owners  and
Management.

The  following table sets forth certain information as of December
31,  2001 with respect to the beneficial ownership of MSS'  Common
Stock by all persons known by MSS to be beneficial owners of  more
than 5% of any such outstanding classes, and by each director  and
executive officer, and by all officers and directors as  a  group.
Unless  otherwise specified, the named beneficial  owner  has,  to
MSS'  knowledge,  either sole or majority  voting  and  investment
power.

Title Of     Name and         Position     Amount of  Percent of
 Class      Address of                      shares      Class
            Beneficial                      held by
          Owner of Shares                    Owner

Common    Kelly Jones      President and   10,000,000    96.15%
          3021 West Excel  CEO, Director
          Spokane, WA
          99208

Common                     Executive       10,000,000    96.15%
                           Officers   and
                           Directors as a
                           Group

Item 12. Certain Relationships and Related Transactions.

On June 23, 2001, MSS signed an equipment financing agreement with
Lynn-Cole    Capital   Corporation   ("Lynn-Cole   Capital"),    a
shareholder,  for a vehicle.  The term is for 18 months  commenced
on  July 15, 2001.  The amount of the monthly payment is $514.  As
of  December  31,  2001, MSS paid Lynn-Cole  Capital  a  total  of
$2,570.  The agreement with Lynn-Cole Capital constitutes a  pass-
through  arrangement, in which the vehicle is leased by  Lynn-Cole
Capital  through  Key  Bank at the exact same  rate  as  Lynn-Cole
Capital  charges MSS.  Thus, in the opinion of MSS, the  terms  of
the  arrangement are as favorable as could have been obtained from
an unrelated third party.

MSS  uses  office  space and services provided without  charge  by
Kelly P. Jones, a director and shareholder.

Item 13. Exhibits and Reports on Form 8-K.

(a)  Exhibits required by Item 601 of Regulation S-B

Exhibit           Name and/or Identification of Exhibit
 Number

   3.    Articles of Incorporation & By-Laws
         (i)  Articles of Incorporation of MSS filed on June 21,
              2001, incorporated by reference to the Registration
              Statement on Form SB-2, as amended, previously filed
              with the SEC.
         (ii) Bylaws of MSS adopted on June 21, 2001,
              incorporated by reference to the Registration Statement
              on Form SB-2, as amended, previously filed with the
              SEC.

  23.    Consent of Experts and Counsel
         Consent of G. Brad Beckstead, CPA.

(b) Reports on Form 8-K

No  reports  were filed on Form 8-K during the quarter  for  which
this Report is filed.




                            SIGNATURES

In  accordance with Section 13 or 15(d) of the Exchange  Act,  the
registrant  caused this report to be signed on its behalf  by  the
undersigned, thereunto duly authorized.


                Medical Staffing Solutions, Inc.
                          (Registrant)

             By: /s/ Kelly P. Jones, President & CEO

                        February 26, 2002

In  accordance with the Exchange Act, this report has been  signed
below by the following persons on behalf of the registrant and  in
the capacities and on the dates indicated.

     Signature               Title                  Date

/s/ Kelly P. Jones      President & CEO,      February 26, 2002
                            Director
   Kelly P. Jones

/s/ Nicole M. Jones     Vice-President,       February 26, 2002
                          Secretary &
  Nicole M. Jones     Controller, Director

/s/ Kelly P. Jones    Principal Financial     February 26, 2002
                            Officer
   Kelly P. Jones

/s/ Nicole M. Jones   Principal Accounting    February 26, 2002
                            Officer
  Nicole M. Jones






EXHIBIT 23.    Consent of Experts and Counsel


G. BRAD BECKSTEAD
Certified Public Accountant
                                               330 E. Warm Springs
                                               Las Vegas, NV 89119
                                                      702.257.1984
                                                702.362.0540 (fax)

February 22, 2002

To Whom It May Concern:

I  have issued my report dated February 22, 2002, accompanying the
financial statements of Medical Staffing Solutions, Inc.  on  Form
10-KSB  for  the period of June 21, 2001 (inception date)  through
December  31,  2001.   I  hereby consent to the  incorporation  by
reference of said report in the Annual Report of Medical  Staffing
Solutions, Inc. on Form 10-KSB (File No. 333-71276).

Signed,

/s/ G. Brad Beckstead, CPA

G. Brad Beckstead, CPA