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

                         FORM 10-KSB
                       Amendment No. 1

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
        For the fiscal year ended 2002

[ ] 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                  (I.R.S. Employer
   of incorporation or                    Identification No.)
       organization)

       6621 N Moore, Spokane, WA                    99208
  ------------------------------------             --------
(Address of principal executive offices)          (Zip Code)


Issuer's telephone number: (509) 326-5805

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, 50,000,000 shares authorized
*    10,500,000 shares issued and outstanding as of December 31, 2002
*    10,500,000 shares issued and outstanding as of March 24, 2003

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.  [X] Yes [ ] 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. [X]

State issuer's revenues for its most recent fiscal year: $0 for the year
ended December 31, 2002.

State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the average bid price of
such common equity, as of a specified date within the past 60 days: $75,000
 as of March 24, 2003.


PAGE-1-






                      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 Plan of Operation.             8

 Item 7. Financial Statements.                                     10


PART III                                                           24


 Item 9. Directors, Executive Officers, Promoters and
 Control Persons                                                   24

 Item 10. Executive Compensation.                                  24

 Item 11. Security Ownership of Certain Beneficial Owners
 and Management.                                                   25

 Item 12. Certain Relationships and Related Transactions.          25

 Item 13. Exhibits and Reports on Form 8-K.                        26

 Item 14. Controls and Procedures.                                 26


SIGNATURES                                                         27

















PAGE-2-


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.
As  of December 31, 2002, MSS generated no revenues and  was
considered a development stage company.

MSS'  administrative  office is located  at  6621  N  Moore,
Spokane,  Washington 99208, telephone (509) 326-5805.   MSS'
registered  resident agent is Custom Fund Group, Inc.,  5353
West Desert Inn Road, Suite 2117, Nevada 89146.

MSS is authorized to issue 5,000,000 shares of $0.001 par value
preferred stock and 50,000,000 shares of $0.001 par value common
stock.

MSS' fiscal year end is December 31.

B.   Business of Issuer

Mr.  Kelly  P.  Jones, President & CEO of MSS, recently  was
accepted  by  Kigezi  International School  of  Medicine  in
London,  United  Kingdom.   Mr.  Jones  commenced  full-time
studies  in  September  2002.   Consequently,  beginning  in
September  2002,  Mr. Jones dedicates substantially  smaller
portion of his time to the affairs of MSS.

The following discussion of the business of MSS is qualified
in  its entirety by the ability of MSS to continue to pursue
its business plan.  The relocation of Mr. Jones to London in
combination  with  MSS'  limited  capital  resources  raises
substantial doubt whether MSS will be able to implement  its
business   plan.   The  Company  is  currently   researching
available  options,  which would ensure  the  continuity  of
management   and  operations.   If  MSS  fails   to   secure
additional  financing to continue operations, the management
may pursue a business combination with an operating entity.

(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.


PAGE-3-



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

There  are no changes in status of any products and services
disclosed in previous filings with the SEC.  MSS remains  in
the development stage.

(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.


PAGE-4-



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.






PAGE-5-


(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.

C.	Reports to Security Holders

(1) MSS will furnish its shareholders with audited annual
    financial reports certified by MSS' independent accountants.
(2) MSS is a reporting issuer with the Securities and Exchange
    Commission.  MSS will continue to file annual reports on
    Form 10-KSB, quarterly reports on Form 10-QSB, current
    reports on Form 8-K and amendments to these reports filed
    or furnished pursuant to Section 13[a] or 15[d] of the
    Securities Exchange Act of 1934,as amended as required to
    maintain the fully reporting status.
(3) The public may read and copy any materials MSS files with
    the SEC at the SEC's Public Reference Room at 450 Fifth
    Street, N.W., Washington, D.C. 20549.  The public may obtain
    information on the operation of the Public Reference Room by
    calling the SEC at 1-800-SEC-0330. The SEC also maintains an
    Internet site that contains reports, proxy and information
    statements, and other information regarding issuers that file
    electronically with the SEC.  The address of that site
    (http://www.sec.gov).

Item 2. Description of Property.

MSS' uses the administrative office located at 6621 N Moore,
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.

In November 2002, as permitted by law, the Board of Directors and
shareholders of MSS, representing at least 51.00 percent of the
Board of Directors and shareholders of MSS consented without a meeting
to the adoption of an amendment of the Articles of Incorporation
thereby increase the number of authorized $0.001 par value common
stock to 50 million shares.

                           PART II

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

Market Information

The  common stock of MSS is quoted on the OTC Bulletin Board
under the symbol "MSSI."  Public listing of the common stock
commenced on May 7, 2002.  Prior to that time, there was  no
public  market  for MSS' common stock.  The following  table
sets  forth  the  high and the low bid  quotations  for  the
common stock as reported on the OTC Bulletin Boardr for  the
periods  indicated.  Such information reflects  inter-dealer
prices, without retail mark-up, mark-down or commission, and
may not necessarily represent actual transactions.

                                                Low Bid  High Bid
                                                -----------------
Period from January 1, 2003 to March 21, 2003     n/a*    $0.15
Three months ended December 31, 2002              n/a*     n/a*
Three months ended September 30, 2002             n/a*     n/a*
Three months ended June 30, 2002                  n/a*     n/a*

*    As  of  the date of this report, there has not  been  a
     reported  trade in the common stock of MSSI.  Also,  as
     of the date of this report, only one-sided market maker
     quotes  for  MSSI  are  available.   Because  of  these
     circumstances, the OTC Bulletin Board has not been able
     to  provide detailed market information on a  quarterly
     basis.


PAGE-6-


Holders

As  of  December 31, 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.  As of March  24,  2004,  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 (SEC File
Number  333-71276), deemed effective by the SEC  on  January
11,   2002   (the  "Registration  Statement"),  offered   an



PAGE-7-



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 or $125,000 were offered by  MSS
and  up to 100,000 shares or $25,000 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.  As of February 25, 2002, the  total
incurred  expenses in connection with the  offering  equaled
approximately $8,000.  The securities registered for sale by
Selling   Stockholder  continue  to  be   subject   to   the
Registration Statement.

During the year ended December 31, 2002, the actual uses  of
the proceeds from the offering were as follows:

       Item                             Amount
   --------------                   ------------------
Offering Expenses:
Accounting and Legal                   $3,023.00
Office Equipment and Supplies          $1,756.16
General Working Capital:
Vehicle Lease                          $6,167.16
Legal and Consulting                  $10,000.00
Other                                  $2,441.24
                                    ------------------
Total                                 $23,387.56
                                    ==================

None  of  the  uses described above were direct or  indirect
payments  to  directors, officers, general partners  of  the
Company  or  their associates; to persons  owning  ten  (10)
percent  or  more of any class of equity securities  of  the
Company; or to affiliates of the Company.

The  actual uses of proceeds described above were consistent
with  the  anticipated  uses of proceeds  described  in  the
Prospectus for the offering.

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

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

A.   Management's Discussion

MSS  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.





PAGE-8-



In the initial approximately eighteen-month operating period
from  June  21, 2001 (inception) to December 31,  2002,  the
Company generated $2 in interest income and no revenues from
operations   while   incurring  $33,606   in   general   and
administrative expenses.  This resulted in a cumulative  net
loss of $33,604 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.

Year Ended December 31, 2002

During  the  year  ended  December  31,  2002,  the  Company
incurred  $22,730  in  expenses, consisting  of  $16,785  in
general & administrative expenses; $5,653 in equipment rent;
and  $292  in  depreciation.  As of December 31,  2001,  the
Company  was in existence for less than a full fiscal  year.
However, during the period from June 21, 2001 (Inception) to
December   31,  2001,  MSS  incurred  $10,876  in  expenses,
consisting  of  $7,792 in general & administrative  expenses
and $3,084 in equipment rent.

During  the  year  ended  December  31,  2002,  the  Company
purchased  computer  equipment  in  the  amount  of  $1,662.
Depreciation  expense  totaled  $292  for  the  year   ended
December 31, 2002.

On  June  23,  2001, the Company signed an equipment  rental
agreement  with a shareholder for a vehicle.  The  term  was
for  18  months  commencing on July 15,  2001  with  monthly
payments  of  $514.  As December 31, 2002, the Company  paid
the shareholder a total of $8,737.  The lease was terminated
in November 2002.

Liquidity and Capital Resources

As  of December 31, 2002, MSS had $1,297 in working capital,
consisting  entirely of cash.  MSS believes  that  it  needs
additional capital to continue operations and implementation
of its business plan (see "Plan of Operations").

In  January  2002,  MSS raised approximately  $25,000  in  a
registered public offering of common stock pursuant  to  the
SB-2  registration.   As of September  30,  2002,  MSS  used
approximately $23,387.56 of the net proceeds of the offering
(see   Item  2:  "Changes  in  Securities"  for  a  detailed
description  of  major uses of proceeds as of  December  31,
2002).

B.   Plan of Operation

Mr.  Kelly  P.  Jones, President & CEO of MSS, recently  was
accepted  by  Kigezi  International School  of  Medicine  in
London,  United  Kingdom.   Mr.  Jones  commenced  full-time
studies  in  September  2002.   Consequently,  beginning  in
September  2002,  Mr. Jones dedicates substantially  smaller
portion of his time to the affairs of MSS.
The relocation of Mr. Jones to London in combination with
MSS' limited capital resources raises substantial doubt
whether MSS will be able to implement its business plan.
The Company is currently researching available options,
which would ensure the continuity of management and
operations.  If MSS fails to secure additional financing to
continue operations, the management may pursue a business
combination with an operating entity.


PAGE-9-



Item 7. Financial Statements.













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

                       Balance Sheets
                            as of
                 December 31, 2002 and 2001

                             and

                  Statements of Operations,
            Changes in Stockholders' Equity, and
                         Cash Flows
                     for the years ended
                 December 31, 2002 and 2001,
                             and
                      for the period of
              June 21, 2001 (Date of Inception)
                           through
                      December 31, 2002

































PAGE-10-




                      TABLE OF CONTENTS







                                               PAGE

Independent Auditor's Report                     1

Balance Sheet                                    2

Statement of Operations                          3

Statement of Changes in Stockholders' Equity     4

Statement of Cash Flows                          5

Footnotes                                        6












































PAGE-11-




Beckstead and Watts, LLP
Certified Public Accountants
                                     3340 Wynn Road, Suite B
                                         Las Vegas, NV 89102
                                                702.257.1984
                                          702.362.0540 (fax)

                INDEPENDENT AUDITORS' REPORT

Board of Directors
Medical Staffing Solutions, Inc.

We  have  audited  the  Balance Sheets of  Medical  Staffing
Solutions,   Inc.  (the  "Company")  (A  Development   Stage
Company),   as  of  December  31,  2002,  and  the   related
Statements  of  Operations, Stockholders' Equity,  and  Cash
Flows  for the year then ended and for the period  June  21,
2001  (Date  of  Inception)  to December  31,  2002.   These
financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion  on
these   financial  statements  based  on  our  audit.    The
financial statements of Medical Staffing Solutions, Inc.  as
of  December  31,  2001, were audited by G. Brad  Beckstead,
CPA,  sole  practitioner, whose report  dated  February  22,
2002,  on  those  statements included an  explanatory  going
concern  paragraph  discussed in Note  3  to  the  financial
statements.

We conducted our audit in accordance with generally accepted
auditing  standards in the United States of America.   Those
standards  require  that we 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.  We believe that our audit  provides
a reasonable basis for our opinion.

In  our opinion, the financial statements referred to  above
present  fairly,  in  all material respects,  the  financial
position  of Medical Staffing Solutions, Inc. (A Development
Stage  Company) as of December 31, 2002, and the results  of
its  operations and cash flows for the year then  ended  and
for the period June 21, 2001 (Date of Inception) to December
31,  2002,  in conformity with generally accepted accounting
principles in the United States of America.

The  accompanying  financial statements have  been  prepared
assuming  the Company will continue as a going concern.   As
discussed in Note 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 is also described in Note 3.
The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

/s/ Beckstead and Watts, LLP
----------------------------
March 17, 2003


PAGE-12-F1






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


                                                December 31,
                                            --------------------
                                                2002        2001
                                            --------------------
Assets

Current assets:
 Cash and equivalents                       $  1,297     $   939
                                            --------------------
  Total current assets                         1,297         939
                                            --------------------
Fixed assets, net                              1,370           -

                                            $  2,667     $   939
                                            ====================

Liabilities and Stockholders' Equity

Current liabilities:
 Accounts payable - related party           $      -     $   514
                                            --------------------
  Total current liabilities                        -         514
                                            --------------------
Stockholders' equity:
 Preferred stock, $0.001 par value,
 5,000,000 shares  authorized, no
 shares issued and outstanding
 as of 12/31/02 and 12/31/01,
 respectively                                      -           -

 Common stock, $0.001 par value,
 50,000,000 shares authorized,
 10,500,000 and 10,400,000 shares issued
 and outstanding as of 12/31/02 and
 12/31/01, respectively                       10,500      10,400
 Additional paid-in capital                   34,500       9,600
 Subscriptions receivable                     (8,729)     (8,700)
 (Deficit) accumulated during
  development stage                          (33,604)    (10,875)
                                            --------------------
                                               2,667         425
                                            --------------------
                                            $  2,667     $   939
                                            ====================





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







PAGE-13-F2






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



                                                               June 21, 2001
                                    For the years ended        (Inception) to
                                        December 31,            December 31,
                                    2002        2001              2002
                                    --------    --------        -----------

Revenue                             $     -     $     -           $     -
                                    --------    --------        -----------
Expenses:
  General and administrative
  expenses                           16,785       7,792            24,577

  Equipment rent - related party      5,653       3,084             8,737
  Depreciation                          292           -               292
                                    --------    --------        -----------
    Total expenses                   22,730      10,876            33,606
                                    --------    --------        -----------
Other income:
  Interest income                         1           1                 2
                                    --------    --------        -----------
Net (loss)                         $(22,729)  $ (10,875)        $ (33,604)
                                    ========    ========        ===========
Weighted average number of
common shares outstanding -
basic and fully diluted          10,485,479  10,262,176
                                 ==========  ==========
Net (loss) per share - basic
and fully diluted                   $ (0.00)    $ (0.00)
                                 ==========  ==========









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

















PAGE-14-F3





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

<TABLE>
<CAPTION>

                                                                   (Deficit)
                                                                   Accumulated
                      Common Stock       Additional                  During        Total
                                         Paid-in    Subscriptions  Development    Stockholders'
                    Shares      Amount   Capital    Receivable       Stage         Equity
                  ----------  ---------  ---------  -------------  -----------    -------------
    <S>                <C>        <C>       <C>          <C>          <C>              <C>

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

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

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

Net (loss)
 June 21, 2001
 (inception) to
 December 31, 2001                                                  (10,875)         (10,875)
                  ----------  ---------  ---------  -------------  -----------    -------------
Balance, December
31, 2001          10,400,000   $ 10,400   $ 9,600    $  (8,700)    $(10,875)       $     425

February 2002
 Issued for cash     100,000        100    24,900          (29)                       24,971

Net (loss)
 For the year ended
 December 31, 2002                                                  (22,729)         (22,729)
                  ----------  ---------  ---------  -------------  -----------    -------------
Balance, December
31, 2002          10,500,000   $ 10,500   $34,500    $  (8,729)    $(33,604)       $   2,667
                  ==========  =========  =========  =============  ===========    =============


</TABLE>






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











PAGE-15-F4





              Medical Staffing Solutions, Inc.
                (a Development Stage Company)
                  Statements of Cash Flows

                                                        June 21, 2001
                            For the years ended         (Inception) to
                                December 31,            December 31,
                            2002         2001              2002
                            ----------   ---------      ------------

Cash flows from operating
activities
Net (loss)                  $ (22,729)   $ (10,875)     $ (33,604)
 Depreciation                     292            -            292
Adjustments to reconcile
net (loss) tonet cash
(used) by operating
activities:
 Increase (decrease) in
 accounts payable                (514)         514              -
                            ----------   ---------      ------------
Net cash (used) by
operating activities          (22,951)     (10,361)       (33,312)
                            ----------   ---------      ------------
Cash flows from investing
activities Purchase of
fixed assets                   (1,662)           -         (1,662)
Net cash (used) by          ----------   ---------      ------------
investing
activities                     (1,662)           -         (1,662)
                            ----------   ---------      ------------
Cash flows from financing
activities
 Issuances of common stock     25,000       20,000         45,000
 Subscription receivable          (29)      (8,700)        (8,729)
Net cash provided by        ----------   ---------      ------------
financing activities           24,971       11,300         36,271
                            ----------   ---------      ------------
Net increase in cash              358          939          1,297
Cash - beginning                  939            -              -
                            ----------   ---------      ------------
Cash - ending               $   1,297    $     939      $   1,297
                            ==========   =========      ============
Supplemental disclosures:
 Interest paid              $       -    $       -      $       -
                            ==========   =========      ============
 Income taxes paid          $       -    $       -      $       -
                            ==========   =========      ============





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









PAGE-16-F5




              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  5,000,000 shares of $0.001 par value preferred  stock
and 50,000,000 shares of $0.001 par value common stock.

On  November  5, 2002, the Company amended its  articles  of
incorporation  to  increase  its  authorized  capital   from
20,000,000  shares of its $0.001 par value common  stock  to
50,000,000 shares of its $0.001 par value common stock.

Note 2 - Accounting policies and procedures

Cash and cash equivalents
The  Company  maintains a cash balance  in  a  non-interest-
bearing  account  that currently does not  exceed  federally
insured  limits.  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 were cash equivalents in the  amount  of
$51 as of December 31, 2002.

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, 2002.

Fixed Assets
Property  and  equipment are recorded  at  historical  cost.
Minor  additions  and  renewals are  expensed  in  the  year
incurred.  Major additions and renewals are capitalized  and
depreciated over their estimated useful lives.  Depreciation
is  calculated  using  the  straight-line  method  over  the
estimated useful lives as follows:


              Computer equipment       5 years

Revenue recognition
The Company reports revenue as invoiced on an accrued basis.
Cost  of  sales  are  recorded as items  are  sold  and  are
comprised of product purchases and shipping costs.

Advertising costs
The  Company expenses all costs of advertising as  incurred.
There were no advertising costs included in selling, general
and administrative expenses in 2002.

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



PAGE-17-F6



dividing  losses  available to common  stockholders  by  the
weighted average number of common shares outstanding  during
the  period.   The  Company  had no  dilutive  common  stock
equivalents,  such  as  stock  options  or  warrants  as  of
December 31, 2002.

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.
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.

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, 2002.  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.

Income Taxes
Deferred  income  tax  assets and liabilities  are  computed
annually for differences between the financial statement and
tax  basis  of  assets and liabilities that will  result  in
taxable or deductible amounts in the future based on enacted
tax  laws  and rates applicable on the periods in which  the
differences   are   expected  to  affect   taxable   income.
Valuation  allowances  are  established  when  necessary  to
reduce  deferred  tax assets to the amount  expected  to  be
realized.   Income  tax  expense  is  the  tax  payable   or
refundable  for the period plus or minus the  change  during
the period in deferred tax assets and liabilities.

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.

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






PAGE-18-F7



Recent pronouncements
In  July 2002, the FASB issued SFAS No. 146, "Accounting for
Costs  Associated  with Exit or Disposal Activities",  which
addresses  financial  accounting  and  reporting  for  costs
associated  with exit or disposal activities and  supersedes
EITF  No.  94-3, "Liability Recognition for Certain Employee
Termination  Benefits and Other Costs to  Exit  an  Activity
(including Certain Costs Incurred in a Restructuring)." SFAS
No. 146 requires that a liability for a cost associated with
an   exit  or  disposal  activity  be  recognized  when  the
liability is incurred. Under EITF No. 94-3, a liability  for
an  exit  cost  was recognized at the date  of  an  entity's
commitment  to  an exit plan. SFAS No. 146 also  establishes
that the liability should initially be measured and recorded
at  fair  value.  The provisions of SFAS  No.  146  will  be
adopted  for exit or disposal activities that are  initiated
after December 31, 2002.

In  December 2002, the FASB issued SFAS No. 148, "Accounting
for  Stock-Based Compensation - Transition and Disclosure  -
an  amendment of SFAS No. 123."  This Statement amends  SFAS
No.  123,  "Accounting  for  Stock-Based  Compensation",  to
provide  alternative methods of transition for  a  voluntary
change  to  the  fair value based method of  accounting  for
stock-based   employee  compensation.  In   addition,   this
statement amends the disclosure requirements of SFAS No. 123
to  require prominent disclosures in both annual and interim
financial  statements  about the method  of  accounting  for
stock-based  employee compensation and  the  effect  of  the
method  used on reported results. The adoption of  SFAS  No.
148  is  not  expected  to  have a material  impact  on  the
company's financial position or results of operations.
In  November  2002,  the  FASB  issued  FASB  Interpretation
("FIN")   No.  45,  "Guarantors  Accounting  and  Disclosure
Requirements  for Guarantees, Including Indirect  Guarantees
and Indebtedness of Others", an interpretation of FIN No. 5,
57  and  107,  and rescission of FIN No. 34, "Disclosure  of
Indirect  Guarantees  of Indebtedness  of  Others".  FIN  45
elaborates on the disclosures to be made by the guarantor in
its  interim  and  annual  financial  statements  about  its
obligations under certain guarantees that it has issued.  It
also  requires that a guarantor recognize, at the  inception
of  a  guarantee,  a  liability for the fair  value  of  the
obligation undertaken in issuing the guarantee. The  initial
recognition    and    measurement   provisions    of    this
interpretation  are  applicable on a  prospective  basis  to
guarantees  issued  or  modified after  December  31,  2002;
while,  the  provisions of the disclosure  requirements  are
effective  for  financial statements of  interim  or  annual
periods ending after December 15, 2002. The company believes
that  the  adoption of such interpretation will not  have  a
material  impact  on its financial position  or  results  of
operations and will adopt such interpretation during  fiscal
year 2003, as required.

In  January 2003, the FASB issued FIN No. 46, "Consolidation
of   Variable  Interest  Entities",  an  interpretation   of
Accounting  Research Bulletin No. 51. FIN  No.  46  requires
that variable interest entities be consolidated by a company
if that company is subject to a majority of the risk of loss
from  the  variable  interest  entity's  activities  or   is
entitled  to  receive  a majority of the  entity's  residual
returns or both. FIN No. 46 also requires disclosures  about



PAGE-19-F8



variable  interest entities that companies are not  required
to  consolidate  but in which a company  has  a  significant
variable interest. The consolidation requirements of FIN No.
46  will  apply  immediately to variable  interest  entities
created   after   January   31,  2003.   The   consolidation
requirements  will  apply to entities established  prior  to
January 31, 2003 in the first fiscal year or interim  period
beginning  after June 15, 2003. The disclosure  requirements
will  apply in all financial statements issued after January
31, 2003. The company will begin to adopt the provisions  of
FIN No. 46 during the first quarter of fiscal 2003.

Stock-Based Compensation
The Company accounts for stock-based awards to employees  in
accordance with Accounting Principles Board Opinion No.  25,
"Accounting  for  Stock  Issued to  Employees"  and  related
interpretations   and   has  adopted   the   disclosure-only
alternative  of  SFAS No. 123, "Accounting  for  Stock-Based
Compensation."  Options granted to consultants,  independent
representatives  and other non-employees are  accounted  for
using the fair value method as prescribed by SFAS No. 123.

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  via
Form   SB-2  pursuant  to  the  Securities  Act   of   1933.
Management  plans to raise additional funds  as  needed  via
equity  and/or  debt  financing.  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.

PAGE-20-F9



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, 2002, the Company has a  net  operating
loss carry forward as follows:

Year         Amount       Expiration
-------     ---------    -------------
2001         $10,875      2021
2002         $22,729      2022

Note 5 - Fixed assets

The  Company purchased computer equipment in the  amount  of
$1,662   during   the   year  ended   December   31,   2002.
Depreciation  expense  totaled  $292  for  the  year   ended
December 31, 2002.

Note 6 - Stockholders' equity

The  Company is authorized to issue 5,000,000 shares of  its
$0.001  par value preferred stock and 50,000,000  shares  of
its $0.001 par value common 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.  (See Note 8)

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

During  February  2002,  the Company completed  it  offering
registered  via  Form SB-2 and issued  a  total  of  100,000
shares of its $0.001 par value common stock in exchange  for
cash  of  $25,000  of  which $24,971 was  received  and  the
remaining $29 is considered subscriptions receivable.

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

Note 7 - Warrants and options

As  of  December 31, 2002, there are no warrants or  options
outstanding to acquire any additional shares of preferred or
common stock.




PAGE-21-F10



Note 8 - Related party transactions

During  June 2001, the Company issued 10,000,000  shares  of
its  $0.001  par  value  common  stock  to  an  officer  and
director.  (See Note 6)

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, 2002, the Company  paid  the
shareholder a total of $8,737.  The lease was terminated  in
November of 2002.

Office space and services are provided without charge by an
officer and director.  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.










































PAGE-22-F11



                          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  March  24,
2003:

Name and Address      Age       Position
----------------    -------     -------------------------------
Kelly P. Jones        33        President & CEO, Director
Nicole M. Jones,      31        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:


*2001-2002     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

Mr.  Jones  recently  was accepted by  Kigezi  International
School  of  Medicine in London, United Kingdom.   Mr.  Jones
commenced    full-time   studies    in    September    2002.
Consequently,  since  September 2002,  Mr.  Jones  has  been
dedicating substantially smaller portion of his time to  the
affairs of MSS.




PAGE-23-



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.

Summary Compensation Table
                                Annual Compensation
(a)                             (b)       (c)           (d)            (e)
Name and Principal Position     Year     Salary($)     Bonus($)   Other Annual
                                                                 Compensation($)
----------------------------    ------   ---------    ---------  ---------------
Kelly P. Jones,
President & CEO, Director        2002      0             0              0
                                 2001      0             0              0
                                 2000     n/a           n/a            n/a
Nicole M. Jones,
Vice-President,
Secretary & Controller,
Director                         2002      0             0              0
                                 2001      0             0              0
                                 2000     n/a           n/a            n/a


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 the
date of this report with respect to the beneficial ownership
of  MSS'  Common Stock by all persons known  by  MSS  to  be



PAGE-24-


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 P. Jones   President and   10,000,000    95.24%
          6621 N Moore     CEO, Director
          Spokane, WA
          99208

Common                     Executive       10,000,000    95.24%
                           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  was  for
18  months  commenced on July 15, 2001.  The amount  of  the
monthly payment was $514.  As of December 31, 2002, MSS paid
Lynn-Cole  Capital  a  total  of  $8,737.   The  lease   was
terminated  in November 2002.  The agreement with  Lynn-Cole
Capital constituted a pass-through arrangement, in which the
vehicle was leased by Lynn-Cole Capital through Key Bank  at
the exact same rate as Lynn-Cole Capital charged MSS.  Thus,
in  the opinion of MSS, the terms of the arrangement were 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.
         (iii)	Certificate of Amendment to Articles of Incorporation
                filed on November 5, 2002

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

  99.    Additional Exhibits
         Certification Pursuant to Title 18, United States Code,
         Section 1350, as Adopted Pursuant to Section 906 Of The
         Sarbanes-Oxley Act Of 2002.
------------------------------------------------------------------------


PAGE-25-




(b) Reports on Form 8-K

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

Item 14. Controls and Procedures.

Based  on  their  most  recent review, which  was  completed
within  ninety  days  of  the filing  of  this  report,  the
Company's  Chief  Executive Officer and Principal  Financial
Officer has concluded that the Company's disclosure controls
and  procedures  are  effective to ensure  that  information
required  to be disclosed by the Company in the  reports  it
files  or submits under the Securities Exchange Act of 1934,
as amended, is accumulated and communicated to the Company's
management,  including  its  Chief  Executive  Officer   and
Principal Financial Officer, as appropriate to allow  timely
decisions regarding required disclosure and are effective to
ensure   that  such  information  is  recorded,   processed,
summarized and reported within the time periods specified in
the  Securities and Exchange Commission's rules  and  forms.
There  were no significant changes in the Company's internal
controls or in other factors that could significantly affect
those controls subsequent to the date of the evaluation.









































PAGE-26-




                         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
                 ------------------

                         March 24, 2003

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,       March 24, 2003
 ------------------         Director
   Kelly P. Jones

/s/ Nicole M. Jones     Vice-President,        March 24, 2003
-------------------       Secretary &
  Nicole M. Jones     Controller, Director

 /s/ Kelly P. Jones   Principal Financial      March 24, 2003
-------------------         Officer
   Kelly P. Jones

/s/ Nicole M. Jones   Principal Accounting     March 24, 2003
-------------------         Officer
  Nicole M. Jones



























PAGE-27-



  Certification pursuant to the Sarbanes-Oxley Act of 2002

I, Kelly P. Jones, President & CEO of Medical Staffing
Solutions, Inc., certify that:

 1.   This annual report fully complies with the requirements
    of Section 13 or 15(d) of the Securities Exchange Act of
    1934  and that the information contained in this  annual
    report  fairly  presents, in all material respects,  the
    financial  condition and results of  operations  of  the
    registrant;

 2.    I  have reviewed this annual report on Form 10-KSB of
    Medical Staffing Solutions, Inc.;

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

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

 5.    The  registrant's other certifying officer and I  are
    responsible for establishing and maintaining  disclosure
    controls and procedures (as defined in Exchange Act Rules
    13a-14 and 15d-14) for the registrant and we have:
   a)    designed such disclosure controls and procedures to
      ensure that material information relating to the registrant,
      including its consolidated subsidiaries, is made known to us
      by others within those entities, particularly during the
      period in which this annual report is being prepared;
   b)    evaluated  the  effectiveness of  the  registrant's
      disclosure controls and procedures as of a date within 90
      days  prior  to the filing date of this annual  report
      ("Evaluation Date"); and
   c)   presented in this annual report our conclusions about
      the effectiveness of the disclosure controls and procedures
      based on our evaluation as of the Evaluation Date;

 6.    The  registrant's other certifying officer and I have
    disclosed, based on our most recent evaluation,  to  the
    registrant's  auditors and the audit  committee  of  the
    registrant's board of directors [or persons performing the
    equivalent function]:
   a)   all significant deficiencies in the design or operation
      of  internal controls which could adversely affect the
      registrant's ability to record, process, summarize and
      report  financial  data and have  identified  for  the
      registrant's auditors any material weaknesses in internal
      controls; and
   b)    any  fraud, whether or not material, that  involves
      management or other employees who have a significant role in
      the registrant's internal controls; and

 7.    The  registrant's other certifying officer and I have
    indicated in this annual report whether or not there were
    significant changes in internal controls or in other factors
    that could significantly affect internal controls subsequent
    to  our most recent evaluation, including any corrective
    actions with regard to significant deficiencies and material
    weaknesses.

Date:     March 24, 2003

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





-PAGE-




  Certification pursuant to the Sarbanes-Oxley Act of 2002

I, Nicole M. Jones, Vice-President and Controller of Medical
Staffing Solutions, Inc., certify that:

 1.   This annual report fully complies with the requirements
    of Section 13 or 15(d) of the Securities Exchange Act of
    1934  and that the information contained in this  annual
    report  fairly  presents, in all material respects,  the
    financial  condition and results of  operations  of  the
    registrant;

 2.    I  have reviewed this annual report on Form 10-KSB of
    Medical Staffing Solutions, Inc.;

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

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

 5.    The  registrant's other certifying officer and I  are
    responsible for establishing and maintaining  disclosure
    controls and procedures (as defined in Exchange Act Rules
    13a-14 and 15d-14) for the registrant and we have:
   a)    designed such disclosure controls and procedures to
      ensure that material information relating to the registrant,
      including its consolidated subsidiaries, is made known to us
      by others within those entities, particularly during the
      period in which this annual report is being prepared;
   b)    evaluated  the  effectiveness of  the  registrant's
      disclosure controls and procedures as of a date within 90
      days  prior  to the filing date of this annual  report
      ("Evaluation Date"); and
   c)   presented in this annual report our conclusions about
      the effectiveness of the disclosure controls and procedures
      based on our evaluation as of the Evaluation Date;

 6.    The  registrant's other certifying officer and I have
    disclosed, based on our most recent evaluation,  to  the
    registrant's  auditors and the audit  committee  of  the
    registrant's board of directors [or persons performing the
    equivalent function]:
   a)   all significant deficiencies in the design or operation
      of  internal controls which could adversely affect the
      registrant's ability to record, process, summarize and
      report  financial  data and have  identified  for  the
      registrant's auditors any material weaknesses in internal
      controls; and
   b)    any  fraud, whether or not material, that  involves
      management or other employees who have a significant role in
      the registrant's internal controls; and

 7.    The  registrant's other certifying officer and I have
    indicated in this annual report whether or not there were
    significant changes in internal controls or in other factors
    that could significantly affect internal controls subsequent
    to  our most recent evaluation, including any corrective
    actions with regard to significant deficiencies and material
    weaknesses.

Date:     March 24, 2003

By:  /s/ Nicole M. Jones
     ---------------------
Nicole M. Jones, Vice-President and Controller




-PAGE-