UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

        FOR THE FISCAL YEAR ENDED                 COMMISSION FILE NO.
            DECEMBER 31, 2004                          000-23967

                        MEDICAL STAFFING SOLUTIONS, INC.
                        ---------------------------------
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

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


                         8150 LEESBURG PIKE, SUITE 1200
                             VIENNA, VIRGINIA 22182
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                    Issuer's telephone number: (703) 641-8890

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

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                                (TITLE OF CLASS)

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 Medical Staffing 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 there is no 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 Medical  Staffing's  knowledge,  in definite proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

Medical Staffing's revenues for its most recent fiscal year.  $6,734,564

Based on the closing sale price on March 16, 2005, the aggregate market value of
the  voting  common  stock  held  by   non-affiliates  of  Medical  Staffing  is
$4,507,081.

As of March 16, 2004,  Medical  Staffing had 136,578,226  shares of common stock
outstanding.

<PAGE>

                FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2004


                                TABLE OF CONTENTS


PART I.........................................................................1
   FORWARD-LOOKING STATEMENTS..................................................1
   ITEM 1. DESCRIPTION OF BUSINESS.............................................1
   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 MEDICAL STAFFING SOLUTIONS, INC.'S COMMON EQUITY AND
           RELATED STOCKHOLDER MATTERS.........................................6
   ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...........8
   ITEM 7. FINANCIAL STATEMENTS...............................................15
   ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE...............................................15
   ITEM 8A. CONTROLS AND PROCEDURES...........................................15

PART III......................................................................16
   ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.................16
   ITEM 10. EXECUTIVE COMPENSATION............................................17
   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            AND RELATED STOCKHOLDER MATTERS...................................19
   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................20

PART IV.......................................................................21
   ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K............21
   ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES...........................24

FINANCIAL STATEMENTS.........................................................F-1




                                       i

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                                     PART I

                                INTRODUCTORY NOTE

FORWARD-LOOKING STATEMENTS

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

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

ITEM 1. DESCRIPTION OF BUSINESS

INTRODUCTION

         Medical  Staffing was a  developmental  stage business and generated no
revenue from its  inception,  in June 2001,  until it acquired  its  subsidiary,
TeleScience  International,  Inc.,  ("TeleScience") in September 2003. Under the
terms of the share exchange  agreement,  Medical  Staffing  acquired 100% of the
stock of TeleScience,  in exchange for 80% of the outstanding  shares of Medical
Staffing.  Control of Medical  Staffing was  transferred to TeleScience  and the
current  President and Chief  Executive  Officer of  TeleScience  has become the
Chairman, President, and Chief Executive Officer of Medical Staffing.

         We have now become a small government  contracting firm which provides,
through its  wholly-owned  subsidiary,  TeleScience,  services such as long-term
staffing of professionals  to government  clients in the medical and information
technology  areas and  anticipates  making  sales of products in the medical and
homeland security areas, also primarily to government clients.

BUSINESS STRATEGY AND SERVICES

         Medical  Staffing's  strategy is to provide an array of services to the
government  market,  primarily  in  the  areas  of  medical  staffing,  homeland
security, and health care information technology.

         Our ability to successfully expand requires  significant revenue growth
from increased services  performed for existing and new clients,  as well as the
potential for strategic  acquisitions  and/or mergers.  The realization of these
events  depends  on many  factors,  including  successful  strategic  sales  and
marketing  efforts  and  the   identification  and  acquisition  of  appropriate
businesses. Any difficulties encountered in the expansion of the Company through
successful sales and marketing efforts and/or acquisitions could have an adverse
impact on our revenues and operating results.

CLIENTS

         Our client base consists  predominantly of federal and state government
agencies with medical  staffing  needs.  Federal clients include all branches of
the armed services, the Veteran's Administration, and the Public Health Service.


                                       1
<PAGE>

State clients  include  California  and  Pennsylvania,  where the Company places
contract   employees   with  the   corrections  or  health  and  human  services
departments.  We have  experience and expertise in the successful  completion of
projects in the medical staffing and information  technology  areas, and this is
where we are concentrating our marketing efforts. However, since September 2003,
we also have formed business  alliances with  manufacturers  and distributors of
decontamination  products to serve the  homeland  security  needs of  government
agencies.

         Historically we have derived,  and believe that in the immediate future
we will  derive,  the greatest  percentage  of our total  revenues  from medical
staffing.  We are  planning to expand  this effort into the private  health care
area and hired a key  employee  in January  2004 for this  purpose.  We are also
attempting to increase the  percentage of revenue  derived from the  information
technology and homeland security areas to provide diversity and stability to our
business.  For this reason, we have engaged consultants and entered into several
strategic  business  alliances and are  contemplating  acquisitions  of suitable
small businesses.


MARKETING AND SALES

         We focus our sales and marketing efforts on the government  sector. The
majority of our revenues for 2004 were derived from  contracts and projects with
state and federal government agencies in the area of medical staffing.

         We market our solutions  through our direct sales force,  and alliances
with several  strategic  partnerships  in certain  industries.  The direct sales
force is  responsible  for providing  responsive,  quality  service and ensuring
client satisfaction with our services.  Our strategic partnerships and alliances
provide the Company with additional access to potential clients.

COMPETITION

         The market for the medical staffing  services that we provide is highly
competitive,  includes a large number of competitors,  and is subject to change.
This is offset by the increasing  demand for medical  professionals,  especially
nurses, so that we believe there will be continued growth in this area. However,
due to the existing nursing shortage, we may require creative methods to attract
new hires and we have a long-term plan in place for such recruiting.

         The market for the information  technology  services that we provide is
also highly competitive,  includes a large number of competitors, and is subject
to rapid  change.  Our strategy for these  operations  are to market to existing
customers,  to take advantage of existing  alliances,  to develop niche markets,
and to provide the custom solutions and flexibility that our small size allows.

         Our Federal Supply  schedule  contract with the federal  government and
our  presence  on the vendor  lists in  California  and  Pennsylvania,  provides
additional opportunities for the Company.

INTELLECTUAL PROPERTY

         Our intellectual property primarily consists of methodologies developed
for use in recruiting  and staffing and in application  development  and systems
integration solutions. We do not have any patents and rely upon a combination of
trade  secrets  and  contractual  restrictions  to  establish  and  protect  our
ownership  of  our   proprietary   methodologies.   We   generally   enter  into
nondisclosure  and  confidentiality  agreements  with our  employees,  partners,
consultants,  independent sales agents and clients. As the number of competitors
providing  services  similar  to the  services  of the  Company  increases,  the
likelihood of similar methodologies being used by competitors increases.

         Although our  methodologies  have never been subject to an infringement
claim, there can be no assurance that third parties will not assert infringement
claims  against us in the  future,  that the  assertion  of such claims will not
result in litigation,  or that we would prevail in such litigation or be able to
obtain the license for the use of any allegedly infringed  intellectual property
from a third  party  on  commercially  reasonable  terms.  Further,  litigation,
regardless of its outcome,  could result in substantial  cost to the Company and
divert management's attention from our operations.

         Although  we are not aware of any basis upon which a third  party could
assert an infringement  claim, any infringement  claim or litigation  against us
could materially adversely affect our business,  operating results and financial
condition.


                                       2
<PAGE>

PERSONNEL

As of December 31, 2004,  Medical  Staffing  had 103 full time  employees  and a
total of 178 employees (full and part-time)  working for the Company and located
in  twenty-one  states and the  District of  Columbia.  The Company also engaged
three  consultants.  The principal  (but not all) job  categories are physicians
(2),  registered  nurses  (RNs)  (50),  licensed  vocational  nurses or licenses
practical  nurses  (LPNs)  (30),  dental  assistants  (26),   certified  nursing
assistants (16), pharmacist technicians (10), and management (12). The principal
(but not all)  locations are California  (62),  Louisiana  (30),  Virginia (17),
Pennsylvania (11), Oklahoma (7), and Nevada (6). (The numbers within parentheses
in this paragraph refer to the number of employees in the category or location.)
The Company also  periodically  employs  additional  consultants  and additional
temporary employees.

         We believe that our future success will depend in part on our continued
ability to attract and retain highly skilled managerial,  marketing, and support
personnel. There can be no assurance that we will be able to continue to attract
and retain personnel necessary for the development of its business. We generally
do not have  employment  contracts with our key employees.  However,  we do have
confidentiality  and  non-disclosure  agreements with many of our key employees.
None of our employees is subject to a collective  bargaining  agreement,  except
for those  employees  situated in Louisiana who elected to be represented by the
Service  Employees  International  Union. We believe that our relations with our
employees are good.

RISKS RELATED TO OUR BUSINESS

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

MEDICAL  STAFFING  HAS  HISTORICALLY  LOST MONEY AND LOSSES MAY  CONTINUE IN THE
FUTURE, WHICH MAY CAUSE US TO CURTAIL OPERATIONS

         Since our inception we have not been  profitable and have lost money on
both a cash and non-cash  basis.  For the year ended  December 31, 2004, we lost
$2,111,663. Our accumulated deficit was $5,428,529 as at the end of December 31,
2004.  Future losses are likely to occur,  as we are dependent on spending money
to pay for our  operations.  We may not be successful in reaching or maintaining
profitable  operations.  Accordingly,  we may experience liquidity and cash flow
problems.  If our  losses  continue,  our  ability to  operate  may be  severely
impacted, which could cause the Company to curtail its operations.

WE HAVE BEEN THE SUBJECT OF A GOING  CONCERN  OPINION FOR  DECEMBER 31, 2004 AND
DECEMBER 31, 2003, FROM OUR INDEPENDENT AUDITORS, WHICH MEANS THAT WE MAY NOT BE
ABLE TO CONTINUE OPERATIONS UNLESS WE CAN BECOME PROFITABLE OR OBTAIN ADDITIONAL
FUNDING

         Our independent  auditors have added an explanatory  paragraph to their
audit opinions issued in connection with our financial  statements for the years
ended  December 31, 2004 and December 31, 2003,  which states that the financial
statements raise doubt as to Medical  Staffing's  ability to continue as a going
concern. Our ability to make operations  profitable or obtain additional funding
will  determine  our  ability to  continue  as a going  concern.  Our  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.  We expect to be able to continue operations for twelve months
with the cash  currently on hand,  anticipated  from our operations and from the
Standby Equity  Distribution  Agreement entered into by the Company with Cornell
Capital Partners,  LP ("Cornell  Capital  Partners") on March 11, 2004. Based on
our current budget assessment, and excluding any acquisitions which may occur in
2005,  we  believe  that we may  need to  obtain  approximately  $2  million  in
additional  debt or equity  capital from one or more sources to fund  operations
for the next twelve  months.  These funds are  expected to be obtained  from the
sale of  securities,  including  the  sale of stock  under  the  Standby  Equity
Distribution Agreement.

WE ARE SUBJECT TO A WORKING CAPITAL DEFICIT, WHICH MEANS THAT OUR CURRENT ASSETS
ON DECEMBER 31, 2004,  WERE NOT  SUFFICIENT  TO SATISFY OUR CURRENT  LIABILITIES
AND, THEREFORE, OUR ABILITY TO CONTINUE OPERATIONS IS AT RISK

         We had a working  capital  deficit of $869,038 at  December  31,  2004,
which means that our current  liabilities  as of that date  exceeded our current
assets on December  31,  2004 by  $869,038.  Current  assets are assets that are
expected to be converted to cash within one year and, therefore,  may be used to
pay current  liabilities as they become due. Our working  capital  deficit means


                                       3
<PAGE>

that our current assets on December 31, 2004, were not sufficient to satisfy all
of our current  liabilities on that date. If our ongoing operations do not begin
to provide  sufficient  profitability to offset the working capital deficit,  we
may have to raise capital or debt to fund the deficit or curtail future plans.

MEDICAL STAFFING MAY NEED TO RAISE ADDITIONAL CAPITAL OR DEBT FUNDING TO SUSTAIN
OPERATIONS  WHICH MAY NOT BE AVAILABLE WHICH COULD BE MATERIALLY  HARMFUL TO OUR
BUSINESS

         Unless Medical Staffing can become profitable with the existing sources
of funds we have  available,  we will  require  additional  capital  to  sustain
operations  and we may need  access to  additional  capital or  additional  debt
financing to grow our sales.  In addition,  to the extent that we have a working
capital deficit and cannot offset the deficit from profitable  sales we may have
to raise capital to repay the deficit and provide more working capital to permit
growth in revenues. Financing, whether from external sources or related parties,
may not be available if needed or on favorable  terms.  Our  inability to obtain
adequate  financing  will  result  in the need to  reduce  the pace of  business
operations.  Any of these events could be materially harmful to our business and
may result in a lower stock price.

OUR COMMON  STOCK MAY BE AFFECTED BY LIMITED  TRADING  VOLUME AND MAY  FLUCTUATE
SIGNIFICANTLY,  WHICH MAY AFFECT  SHAREHOLDERS'  ABILITY  TO SELL  SHARES OF OUR
COMMON STOCK

         There has been a limited  public market for our common stock and a more
active  trading  market for our common stock may not  develop.  An absence of an
active trading market could adversely affect our  shareholders'  ability to sell
our common stock in short time periods, or possibly at all. Our common stock has
experienced,  and is likely to experience in the future,  significant  price and
volume fluctuations, which could adversely affect the market price of our common
stock without regard to our operating performance.  In addition, we believe that
factors such as quarterly  fluctuations in our financial  results and changes in
the overall  economy or the condition of the  financial  markets could cause the
price of our common stock to fluctuate  substantially.  These  fluctuations  may
also cause  short  sellers  to enter the market  from time to time in the belief
that Medical  Staffing will have poor results in the future.  The market for our
stock may not be stable or appreciate  over time.  These factors may  negatively
impact shareholders' ability to sell shares of the Company's common stock.

OUR COMMON STOCK IS DEEMED TO BE "PENNY STOCK," WHICH MAY MAKE IT MORE DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS

         Our common stock is deemed to be "penny  stock" as that term is defined
in Rule 3a51-1  promulgated  under the  Securities  Exchange Act of 1934.  These
requirements  may reduce the  potential  market for our common stock by reducing
the number of potential investors. This may make it more difficult for investors
in our common stock to sell shares to third  parties or to otherwise  dispose of
them. This could cause our stock price to decline. Penny stocks are stock:

      o     With a price of less than $5.00 per share;

      o     That are not traded on a "recognized" national exchange;

      o     Whose prices are not quoted on the NASDAQ automated quotation system
            (NASDAQ  listed stock must still have a price of not less than $5.00
            per share); or

      o     In issuers with net  tangible  assets less than $2.0 million (if the
            issuer has been in continuous operation for at least three years) or
            $10.0  million  (if in  continuous  operation  for less  than  three
            years),  or with average  revenues of less than $6.0 million for the
            last three years.

         Broker/dealers   dealing  in  penny  stocks  are  required  to  provide
potential  investors  with a  document  disclosing  the  risks of penny  stocks.
Moreover,  broker/dealers  are required to determine  whether an investment in a
penny stock is a suitable investment for a prospective investor.

WE COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL,  WHICH COULD BE DETRIMENTAL TO
OUR OPERATIONS

         Our  success  largely  depends  on the  efforts  and  abilities  of key
executives,  including B.B. Sahay,  our Chairman,  President,  Acting  Principal
Financial Officer and Chief Executive Officer.  The loss of the services of B.B.
Sahay could  materially harm our business because of the cost and time necessary
to replace and train a  replacement.  Such a loss would also  divert  management
attention away from  operational  issues.  We do not presently  maintain key-man
life  insurance  policies on B.B.  Sahay.  We also have other key  employees who
manage our operations and if we were to lose their services,  senior  management
would be required  to expend time and energy to replace and train  replacements.


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<PAGE>

To the extent that we are smaller than our  competitors and have fewer resources
we may not be able to attract the sufficient number and quality of staff.

ITEM 2. DESCRIPTION OF PROPERTY

         Our principal  executive office is located at 8150 Leesburg Pike, Suite
1200,  Vienna,  Virginia.  The space is subleased by the Company  through August
2007. Through the end of 2004, the space consisted of approximately 4,687 square
feet and was leased  for  approximately  $7,616 per month.  Our rent in 2004 for
this office was approximately  $91,392.  Effective January 1, 2005, we increased
the square footage of the space to a total of 8,504 square feet at the same rent
per foot.  The monthly  rental for this space during 2005 will be  approximately
$13,819 per month.

         We also lease a branch office located at 2573 Greenwood  Avenue,  Morro
Bay, California.  We pay a portion of the rent, amounting to $575 per month. Our
annual rent in 2004 for this branch office was approximately $6,900.

         We also lease a branch office in Suite 107, located at 2090 Linglestown
Road, Harrisburg,  Pennsylvania, for $225 per month. Our annual rent in 2004 for
this branch office was approximately $2,625.

         We  believe  that  we can  obtain  additional  facilities  required  to
accommodate  our  projected   needs  without   difficulty  and  at  commercially
reasonable prices, although no assurance can be given that it will be able to do
so.

ITEM 3. LEGAL PROCEEDINGS

         We are  not  currently  involved  in any  material  legal  proceedings.
However,  in 2003, we thought we had settled a claim against the Company from an
individual  who was a former  officer  and  investor.  In  satisfaction  of that
settlement,  2,655,678  restricted  shares of Medical Staffing common stock were
delivered to the  individual in November of 2003.  The  individual  subsequently
decided to attempt to reject the share tender and demand a cash settlement.  The
Company believes its tender to have been sufficient and binding. The parties are
engaged  in  legal  proceedings  to  determine  the  issue  and a trial  date is
presently  set for November  2005.  The Company has been advised by counsel that
its position  should  prevail,  however,  a possibility  exists that we could be
unsuccessful  in these  proceedings.  The  individual  is demanding a payment of
$899,000 not including attorney's fees and collection costs.

         TeleScience  was sued by Medsense  LA, LLC for an  outstanding  balance
owed for  nursing  services  provided on behalf of  TeleScience.  The matter was
fully settled by a payment of $30,000 and dismissed  with  prejudice in February
2005.

         The Company may become  involved in  litigation,  from time to time, in
the ordinary course of business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On March 9, 2004, a majority of Medical  Staffing's  stockholders voted
by written  consent to increase the number of authorized  shares of common stock
to 300  million  shares  and to  increase  the  number of  authorized  shares of
preferred stock to 30 million shares. The corresponding Certificate of Amendment
was filed with the Secretary of State of Nevada on March 9, 2004.


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<PAGE>

                                     PART II

ITEM 5. MARKET FOR MEDICAL STAFFING SOLUTIONS,  INC.'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

         Medical    Staffing's    common   stock   currently   trades   on   the
Over-The-Counter Bulletin Board under the trading symbol "MSSI".

         The  following  table sets forth the  highest and lowest bid prices for
the common stock for each calendar  quarter and subsequent  interim period since
January 1, 2003,  as reported by the National  Quotation  Bureau.  It represents
inter-dealer  quotations,  without retail markup, markdown or commission and may
not be reflective of actual transactions.

                                                         BID PRICES
                                                   ----------------------
                                                   HIGH              LOW
                                                   -----            -----
               2003
               First Quarter                       $0.15            $0.10
               Second Quarter                      $0.10            $0.05
               Third Quarter                       $0.07            $0.07
               Fourth Quarter                      $1.70            $0.07

               2004
               First Quarter                       $0.27            $0.12
               Second Quarter                       0.38             0.08
               Third Quarter                        0.03             0.02
               Fourth Quarter                       0.10             0.03

         Medical Staffing presently is authorized to issue 300,000,000 shares of
common stock with $0.001 par value. As of March 16, 2005, there were 134 holders
of record of Medical  Staffing's common stock and 136,578,226  shares issued and
outstanding.

         Medical Staffing is authorized to issue 30,000,000 shares of $0.001 par
value preferred stock, none of which is outstanding.  The preferred stock, which
is  commonly  known as "blank  check  preferred,"  may be issued by the Board of
Directors  with rights,  designations,  preferences  and other terms,  as may be
determined by the Directors in their sole discretion, at the time of issuance.

DIVIDENDS

         Medical  Staffing has not declared or paid cash dividends on its common
stock since its inception and does not  anticipate  paying such dividends in the
foreseeable  future.  The payment of dividends may be made at the  discretion of
the Board of  Directors  and will  depend  upon,  among other  factors,  Medical
Staffing's  operations,  its capital  requirements,  and its  overall  financial
condition.

CHANGES IN SECURITIES

         Prior to the Share  Exchange  Agreement,  B.B.  Sahay owned 100% of the
outstanding shares of TeleScience.  Subsequent to the Share Exchange  Agreement,
Medical Staffing has issued the following unregistered securities.

         Immediately  prior to the Share Exchange  transaction,  the Company had
10,499,333  shares of common stock. Upon the consummation of the Shares Exchange
transaction, the Company canceled 9,953,333 of the outstanding shares and issued
2,200,000  shares  of  common  stock  to the  holders  of the  common  stock  of
TeleScience for 100% of the outstanding  stock of TeleScience.  On September 29,
2003, the Company approved a 14-for-1 stock dividend.

         On January 27, 2004 and February 18, 2004, the Company issued 2,000,000
S-8  shares on each  date for a total of  4,000,000  shares.  The price of these
shares ranged between $.10 and $.16 for a total value of $505,000.


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<PAGE>

         On March 11,  2004,  the Company  entered  into a  Securities  Purchase
Agreement  with  Cornell  Capital  Partners.   Under  the  Securities   Purchase
Agreement,  Cornell  Capital  Partners  was  obligated  to purchase  $600,000 of
secured  convertible  debentures  from the Company.  On March 11, 2004,  Cornell
Capital Partners purchased $250,000 of convertible  debentures and purchased the
remaining  $350,000  of  debentures  on May 3, 2004.  These  debentures  accrued
interest at a rate of 5% per year and matured two years from the issuance  date.
The debentures were  convertible into the Company's common stock at the holder's
option any time up to maturity at a  conversion  price equal to the lower of (i)
115% of the closing bid price of the common stock as of the closing date or (ii)
85% of the lowest  closing bid price of the common  stock the five  trading days
immediately  preceding the conversion  date. The debentures  were secured by the
assets of the Company. At maturity, the Company had the option to either pay the
holder the outstanding  principal balance and accrued interest or to convert the
debentures  into shares of common  stock at a  conversion  price  similar to the
terms described  above.  The Company had the right to redeem the debentures upon
fifteen  business  days  notice  for  115% of the  amount  redeemed.  Upon  such
redemption,  the holder would have received  warrants  equal to 10,000 shares of
common stock for each $100,000  redeemed with an exercise price equal to 120% of
the closing bid price of the common stock on the closing  date.  During the year
ended December 31, 2004,  Cornell Capital Partners converted the entire $600,000
into 19,489,204 shares of common stock which included  conversions of $16,678 in
interest.  Through  March 16,  2005,  the  Company has made  advances  under the
Standby  Equity  Distribution  Agreement  in the amount of  $1,915,000,  issuing
52,089,991  shares of common stock out of escrow.  The proceeds obtained in 2005
were also used to repay the promissory notes described below.

         On March 11,  2004,  Medical  Staffing  entered  into a Standby  Equity
Distribution  Agreement  with Cornell  Capital  Partners.  Under the  agreement,
Medical Staffing may issue and sell to Cornell Capital Partners common stock for
a total purchase price of up to $15.0 million. The purchase price for the shares
is equal to 100% of the market  price,  which is  defined  as the lowest  volume
weighted  average  price  of the  common  stock  during  the five  trading  days
following the notice date. The amount of each advance is subject to an aggregate
maximum  advance  amount of  $250,000,  with no advance  occurring  within seven
trading days of a prior advance.  Cornell Capital  Partners  received a one-time
commitment fee of 750,000 shares of the Company's common stock.  Cornell Capital
Partners is entitled to retain a fee of 5% of each advance. In addition, Medical
Staffing  entered into a placement  agent  agreement with  Newbridge  Securities
Corporation,  a  registered  broker-dealer.  Pursuant  to  the  placement  agent
agreement,  Medical  Staffing  paid a  one-time  placement  agent  fee of 10,000
restricted shares of common stock equal to approximately $1,400 based on Medical
Staffing's stock price on March 11, 2004. Through December 31, 2004, the Company
has drawn  $950,000  under the Standby  Equity  Distribution  Agreement  issuing
26,058,065 shares of common stock.

         The Company issued  2,416,667 shares of common stock for $75,017 in the
first quarter of 2004 to investors and employees.

         The Company  has issued  2,625,107  shares of common  stock for cash of
$73,206 in the second quarter of 2004 to investors and employees.

         On December 30,  2004,  the  Company,  pursuant to a board  resolution,
converted a $850,920 loan payable to the Company's President and Chief Executive
Officer, B.B. Sahay into 17,048,400 shares of common stock.


                                       7
<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

GENERAL

         The following  discussion  and analysis  should be read in  conjunction
with the  Consolidated  Financial  Statements,  and the Notes  thereto  included
herein.  The  information   contained  below  includes   statements  of  Medical
Staffing's or management's beliefs,  expectations,  hopes, goals and plans that,
if not historical,  are forward-looking  statements subject to certain risks and
uncertainties  that could cause actual results to differ  materially  from those
anticipated   in  the   forward-looking   statements.   For  a   discussion   on
forward-looking  statements,  see the information set forth in the  Introductory
Note to this Annual Report under the caption "Forward Looking Statements", which
information is incorporated herein by reference.

GOING CONCERN

         As reflected in Medical Staffing's  financial statements for the twelve
months ended  December  31,  2004,  Medical  Staffing's  accumulated  deficit of
$5,428,529 and its working capital  deficiency of $869,038 raise doubt about its
ability to  continue  as a going  concern.  The  ability of Medical  Staffing to
continue as a going concern is dependent on Medical  Staffing's ability to raise
additional  debt or capital,  including  the ability to raise  capital under the
Standby Equity Distribution Agreement. The financial statements for December 31,
2004 do not include any adjustments  that might be necessary if Medical Staffing
is unable to continue as a going concern.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

         Our consolidated  financial  statements are prepared in accordance with
accounting  principles  generally  accepted in the United States of America,  or
GAAP.  These  accounting  principles  require  us  to  make  certain  estimates,
judgments  and  assumptions.  We  believe  that  the  estimates,  judgments  and
assumptions upon which we rely are reasonably  based upon information  available
to us at the time that these  estimates,  judgments  and  assumptions  are made.
These  estimates,  judgments and assumptions can affect the reported  amounts of
assets and  liabilities as of the date of the financial  statements,  as well as
the reported  amounts of revenue and expenses during the periods  presented.  To
the extent there are material differences between these estimates, judgments and
assumptions and actual results, our financial  statements will be affected.  The
significant  accounting policies that we believe are the most critical to aid in
fully  understanding  and evaluating our reported  financial results include the
following:

     o        Revenue recognition;
     o        Allowance for doubtful accounts; and
     o        Accounting for income taxes.

         In many cases, the accounting treatment of a particular  transaction is
specifically  dictated by GAAP and does not require management's judgment in its
application.  There are also areas in which  management's  judgment in selecting
among available  alternatives  would not produce a materially  different result.
Our senior  management  has  reviewed  these  critical  accounting  policies and
related  disclosures.  See Notes to  Consolidated  Financial  Statements,  which
contain  additional  information  regarding  our  accounting  policies and other
disclosures required by GAAP.

REVENUE AND COST RECOGNITION

         Revenue is recognized  under the accrual method of accounting  when the
services  are  rendered  rather  than when cash is  collected  for the  services
provided.

         Cost is recorded on the accrual  basis as well,  when the  services are
incurred rather than paid for.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

         We  determine  our  allowance  by  considering  a  number  of  factors,
including  the  length of time  trade  accounts  receivable  are past  due,  our
previous loss history,  the customer's  current ability to pay its obligation to
us, and the  condition of the general  economy and the  industry as a whole.  We
make  judgments as to our ability to collect  outstanding  receivables  based on
these factors and provide  allowances  for these  receivables  when  collections
become doubtful. Provisions are made based on specific review of all significant
outstanding balances.


                                       8
<PAGE>

ACCOUNTING FOR INCOME TAXES

         We account for income taxes in accordance  with  Statement of Financial
Accounting  Standards No. 109,  "Accounting  for Income Taxes" ("SFAS No. 109").
Under the asset and liability method of SFAS No. 109,  deferred income taxes are
recognized for the expected  future tax  consequences  of temporary  differences
between  financial  statement  carrying  amounts,  and the tax bases of existing
assets and  liabilities  using  enacted  tax rates  expected to apply to taxable
income in the years in which  those  temporary  differences  are  expected to be
recovered or settled.  Any  deferred tax asset has been  reserved by the Company
with an offsetting valuation allowance adjustment.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004, COMPARED TO THE YEAR
ENDED DECEMBER 31, 2003

         Revenues.   Revenues  for  the  year  ended  December  31,  2004,  were
approximately $6.7 million, a decrease of $1.7 million,  as compared to revenues
of  approximately  $8.4 million for the year ended  December  31, 2003.  The 20%
decrease in revenues in 2004 was  primarily  attributable  to the  awarding of a
lower  percentage of  government  contracts for the providing of services in the
nursing  industry to government  facilities  below the 2003  contracts that were
still  ongoing in 2004.  We  anticipate  revenues to grow by  approximately  $10
million in the fiscal  year ending  2005 as a result of new  contract  proposals
presently in the bidding process and pending acquisitions.

         Cost of Sales.  Cost of sales for the year ended December 31, 2004, was
approximately  $5.0 million,  or 75% of revenues,  as compared to  approximately
$5.9 million, or 70% of revenues, for the year ended December 31, 2003. The $0.9
million  decrease in cost of sales for the year ended  December  31,  2004,  was
primarily  attributable  to the  Company's  reduced  number of contracts and the
increased labor associated with fulfilling the contracts.

         Gross profit.  Gross profit for the year ended  December 31, 2004,  was
approximately $1.7 million,  or 25% of revenues,  a decrease of $0.8 million, as
compared to gross profit of approximately $2.5 million, or 30% of revenues,  for
the year  ended  December  31,  2003.  Gross  profit  was  reduced  due to lower
revenues,  increases in wages per hour and other contract related expenses which
were not passed through to the customer under the contracts.

         Operating expenses.  Operating expenses for the year ended December 31,
2004,  were  approximately  $3.5  million,  or 52% of  revenues,  as compared to
approximately $2.7 million, or 32% of revenues,  for the year ended December 31,
2003.  The $0.8  million  increase in operating  expenses in 2004 was  primarily
attributable  to  professional  fees associated with the filings of the required
public  reports  including  the  registration  statement  and annual  report and
increased  cost of  administrative  payroll,  benefits  and overhead  costs,  an
increase in general and administrative  expenses and an increase in depreciation
and amortization.

         Other income  (expense).  Net other expense for the year ended December
31, 2004, was  approximately  ($0.3)  million,  an increase of $0.2 million,  as
compared to  approximately  ($0.1) million for the year ended December 31, 2003.
The increase in net other expense in 2004 was due to interest  expense  increase
and a charge for amortization of discount of conversions.

RECENT ACCOUNTING PRONOUNCEMENTS

         In September  2001, the Financial  Accounting  Standards Board ("FASB")
issued Statements of Financial  Accounting  Standards ("SFAS") No. 141, Business
Combinations,  and No. 142, Goodwill and Other Intangible Assets,  effective for
fiscal years beginning after December 15, 2001. Under the new rules, the pooling
of  interests  method of  accounting  for  business  combinations  are no longer
allowed and goodwill and intangible  assets deemed to have indefinite lives will
no  longer be  amortized  but will be  subject  to  annual  impairment  tests in
accordance  with the  Statements.  Other  intangible  assets will continue to be
amortized  over their useful  lives.  The Company  adopted  these new  standards
effective January 1, 2002.

         On October 3, 2001,  the FASB issued  SFAS Number No. 144,  "Accounting
for the  Impairment or Disposal of  Long-Lived  Assets"  ("SFAS 144"),  which is
applicable  to  financial  statements  issued for fiscal years  beginning  after
December 15, 2001. The FASB's new rules on asset impairment  supersede SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed  Of," and  portions  of  Accounting  Principles  Board  Opinion 30,
"Reporting  the  Results  of  Operations."   This  Standard  provides  a  single
accounting  model for  long-lived  assets to be  disposed  of and  significantly
changes  the  criteria  that  would  have  to be met to  classify  an  asset  as
held-for-sale. Classification as held-for-sale is an important distinction since
such  assets are not  depreciated  and are stated at the lower of fair value and
carrying  amount.  This Standard also requires  expected future operating losses
from  discontinued  operations  to be  displayed  in the period (s) in which the
losses  are  incurred,  rather  than as of the  measurement  date  as  presently
required.


                                       9
<PAGE>

         In  April  2002,  the FASB  issued  SFAS No.  145,  Rescission  of FASB
Statements  No. 4, 44 and 64,  Amendment of FASB Statement No. 13, and Technical
Corrections. This statement rescinds SFAS No. 4, Reporting Gains and Losses from
Extinguishment  of Debt,  and an  amendment  of that  statement,  SFAS  No.  44,
Accounting  for  Intangible   Assets  of  Motor  Carriers,   and  SFAS  No.  64,
Extinguishments  of  Debt  Made  to  Satisfy  Sinking-Fund  Requirements.   This
statement   amends   SFAS  No.  13,   Accounting   for  Leases,   to   eliminate
inconsistencies between the required accounting for sales-leaseback transactions
and the required  accounting for certain lease  modifications that have economic
effects that are similar to sales-leaseback transactions.

         Also, this statement amends other existing authoritative pronouncements
to make various  technical  corrections,  clarify  meanings,  or describe  their
applicability  under changed  conditions.  Provisions of SFAS No. 145 related to
the rescissions of SFAS No. 4 were effective for the Company on November 1, 2002
and provisions  affecting SFAS No. 13 were effective for transactions  occurring
after May 15,  2002.  The  adoption  of SFAS No. 145 did not have a  significant
impact on the Company's results of operations or financial position.

         In June 2003, the FASB issued SFAS Statement No. 146,  "Accounting  for
Costs Associated with Exit or Disposal  Activities" ("SFAS 146"). This statement
covers  restructuring  type  activities  beginning  with plans  initiated  after
December 31, 2002.  Activities  covered by this  standard  that are entered into
after that date will be recorded in accordance  with provisions of SFAS No. 146.
The adoption of SFAS No. 146 did not have a significant  impact on the Company's
results of operations or financial position.

         In December 2002,  the FASB issued SFAS Statement No. 148,  "Accounting
for Stock-Based  Compensation-Transition  and  Disclosure,  an amendment of FASB
Statement  No.  123"  ("SFAS  148").  SFAS 148 amends  FASB  Statement  No. 123,
"Accounting for Stock-Based  Compensation,"  to provide  alternative  methods of
transition for an entity that voluntarily changes to the fair value based method
of  accounting  for  stock-based  employee  compensation.  It  also  amends  the
disclosure  provisions of that Statement to require  prominent  disclosure about
the effects on reported net income of an entity's  accounting  policy  decisions
with respect to  stock-based  employee  compensation.  Finally,  this  Statement
amends  Accounting  Principles Board ("APB") Opinion No. 28, "Interim  Financial
Reporting",  to require  disclosure  about  those  effects in interim  financial
information.  SFAS 148 is effective  for financial  statements  for fiscal years
ending  after  December  15,  2002.  The  Company  will  continue to account for
stock-based  employee  compensation  using  the  intrinsic  value  method of APB
Opinion No. 25,  "Accounting for Stock Issued to Employees," but has adopted the
enhanced disclosure requirements of SFAS 148.

         In April  2003,  the FASB  issued  Statement  of  Financial  Accounting
Standards No. 149,  "Amendment of Statement  133 on Derivative  Instruments  and
Hedging  Activities",  which  amends  and  clarifies  financial  accounting  and
reporting for derivative  instruments,  including certain derivative instruments
embedded in other contracts  (collectively  referred to as derivatives)  and for
hedging  activities  under FASB  Statement No. 133,  "Accounting  for Derivative
Instruments and Hedging  Activities."  This Statement is effective for contracts
entered  into or  modified  after  June 30,  2003,  except for  certain  hedging
relationships  designated after June 30, 2003. Most provisions of this Statement
should be applied  prospectively.  The adoption of this statement did not have a
significant impact on the Company's results of operations or financial position.

         In May 2003,  the FASB issued SFAS Statement No. 150,  "Accounting  for
Certain  Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity".  This Statement  establishes standards for how an issuer classifies and
measures certain financial  instruments with characteristics of both liabilities
and equity.  It requires that an issuer classify a financial  instrument that is
within  its  scope as a  liability  (or an asset  in some  circumstances).  This
statement is effective for financial  instruments entered into or modified after
May 31, 2003,  and  otherwise is effective at the beginning of the first interim
period  beginning  after  June  15,  2003,  except  for  mandatorily  redeemable
financial  instruments  of  nonpublic  entities,  if  applicable.  It  is  to be
implemented  by reporting  the  cumulative  effect of a change in an  accounting
principle  for  financial  instruments  created  before the issuance date of the
Statement and still existing at the beginning of the interim period of adoption.
The  adoption  of  this  statement  did not  have a  significant  impact  on the
Company's results of operations or financial position.

         In November  2002,  the FASB issued  Interpretation  No. 45 ("FIN 45"),
Guarantor's  Accounting and Disclosure  Requirements  for Guarantees,  Including
Indirect Guarantees of Indebtedness of Others. FIN 45 requires a company, at the
time it issues a guarantee, to recognize an initial liability for the fair value
of  obligations   assumed  under  the  guarantees  and  elaborates  on  existing
disclosure  requirements  related to guarantees and warranties.  The recognition
requirements are effective for guarantees  issued or modified after December 31,
2002 for initial recognition and initial measurement provisions. The adoption of
FIN 45 did not have a significant  impact on the Company's results of operations
or financial position.


                                       10
<PAGE>

         In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
Consolidation of Variable  Interest  Entities,  an Interpretation of ARB No. 51.
FIN 46 requires  certain  variable  interest  entities to be consolidated by the
primary  beneficiary of the entity if the equity  investors in the entity do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional  subordinated  financial  support  from  other  parties.  FIN  46  is
effective  for all new  variable  interest  entities  created or acquired  after
January 31, 2003. For variable  interest  entities  created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period  beginning  after June 15, 2003. The adoption of FIN 46 did not
have a  significant  impact on the Company'  results of  operations or financial
position.

LIQUIDITY AND CAPITAL RESOURCES

         Medical Staffing's  financial  statements have been prepared on a going
concern basis that  contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business.  Medical  Staffing
incurred a net loss of $2,111,663  and $293,624 for the years ended December 31,
2004 and December  31, 2003,  respectively,  and has an  accumulated  deficit of
$5,428,529 and $3,316,866 for the years ended December 31, 2004 and December 31,
2003,  respectively.  Management  recognizes that Medical Staffing must generate
additional resources to enable it to continue operations. Management is planning
to obtain additional capital  principally through the sale of equity securities,
including  obtaining advances under the Standby Equity  Distribution  Agreement.
The  realization of assets and  satisfaction of liabilities in the normal course
of business is  dependent  upon Medical  Staffing  obtaining  additional  equity
capital and ultimately obtaining profitable  operations.  However, no assurances
can be given that  Medical  Staffing  will be  successful  in these  activities.
Should any of these events not occur,  the accompanying  consolidated  financial
statements will be materially affected.

         At present,  Medical  Staffing is meeting its current  obligations from
its  monthly  cash flows,  which  during  2003 and 2004 has  included  cash from
operations,  investor  capital,  and loans from  related  parties and from other
lenders.  Due to insufficient  cash generated from operations,  Medical Staffing
currently does not have  internally  generated cash sufficient to pay all of its
incurred  expenses  and other  liabilities.  As a result,  Medical  Staffing  is
dependent on investor  capital and loans to meet its  expenses and  obligations.
Although investor funds and related party loans have allowed Medical Staffing to
meet its obligations in the recent past,  Medical  Staffing's present methods of
generating  cash  flow  may  not  be  sufficient  to  meet  future  obligations.
Historically,  Medical  Staffing  has,  from  time to time,  been  able to raise
additional  capital  from  sales  of its  capital  stock,  but  there  can be no
assurances  that Medical  Staffing will be able to raise  additional  capital in
this manner.

         Cash used in operating  activities  was  $2,431,986  for the year ended
December 31, 2004,  compared to $485,378 for year ended  December 31, 2003.  The
increase in cash used was due primarily to the increased loss from operations of
$1,601,742 and decrease in accounts payable and accrued expenses of $431,635.

         Cash  provided by  investing  activities  was $7,231 for the year ended
December 31, 2004  compared to cash used in investing  activities of $86,789 for
the year ended December 31, 2003. This increase in cash was principally due to a
reduction in Medical Staffing's capital  expenditures to $12,435 and an increase
in amounts due to related parties of $19,666.

         Cash provided by financing activities was $2,376,035 for the year ended
December  31, 2004  compared to $638,833  for the year ended  December 31, 2003.
This increase was mainly due to the funding through the  convertible  debentures
and promissory notes.

         Medical  Staffing  has  incurred  losses  since  inception.  Management
believes that it will require  approximately $2 million in additional capital to
fund overall Company operations for the next twelve months.

         In May 2002, the Company entered into a line of credit agreement with a
factor. The loan, which is due on demand bears interest at prime plus 1.00%. The
factor  lends up to 90% of the  receivable  balance to the Company and  receives
payment  directly on the  outstanding  receivables,  with the remaining  balance
remitted  to the  Company.  The  outstanding  balance at  December  31, 2004 was
$1,069,584.  The balance is  reflected  net of a 10% reserve that the factor has
established and which is adjusted on each funding.

         Additionally,  the Company  maintains a small  credit line with a bank.
There was no balance outstanding at December 31, 2004.

         In May 2002,  the Company  borrowed  $220,000  from an individual to be
used in developing the Company's business plan,  including the Homeland Security
operations.  The note payable was  non-interest  bearing until May 2003 and bore
interest at 7% thereafter. The note was fully paid in 2004.


                                       11
<PAGE>

         In 1997,  the Company  borrowed  $300,000  plus interest at 10% from an
individual and had started repayments of that note with interest paying down the
balance to $163,000. The Company received notice in 2002 that the lender filed a
lawsuit against the Company, and in 2002 recorded the full settlement amount due
the lender.  The  remaining  balance of $163,000 is included in that  settlement
amount as of  December  2002.  This  amount  was paid back from a private  stock
transaction with the President of the Company in November 2003.

         On March 11,  2004,  the Company  entered  into a  Securities  Purchase
Agreement  with  Cornell  Capital  Partners.   Under  the  Securities   Purchase
Agreement,  Cornell  Capital  Partners  was  obligated  to purchase  $600,000 of
secured  convertible  debentures  from the Company.  On March 11, 2004,  Cornell
Capital Partners purchased $250,000 of convertible  debentures.  On May 3, 2004,
Cornell Capital Partners purchased the remaining  $350,000 of debentures.  These
debentures  accrue  interest  at a rate of 5% per year and mature two years from
the issuance  date. The debentures  are  convertible  into the Company's  common
stock at the holder's option any time up to maturity at a conversion price equal
to the lower of (i) 115% of the closing bid price of the common  stock as of the
closing date or (ii) 85% of the lowest closing bid price of the common stock the
five trading days immediately  preceding the conversion date. The debentures are
secured by the assets of the Company. At maturity, the Company has the option to
either pay the holder the outstanding  principal balance and accrued interest or
to convert the  debentures  into shares of common  stock at a  conversion  price
similar to the terms  described  above.  The Company has the right to redeem the
debentures  upon fifteen  business days notice for 115% of the amount  redeemed.
Upon such  redemption,  the holder shall receive warrants equal to 10,000 shares
of common stock for each $100,000  redeemed with an exercise price equal to 120%
of the closing bid price of the common  stock on the closing  date.  None of the
debentures has been converted to date.  During the year ended December 31, 2004,
Cornell Capital Partners converted the entire $600,000 into 19,489,204 shares of
common stock which  included  conversions of $16,678 in interest and the Company
recognized $108,760 of amortization of discount on the debenture conversions.

         On 2004,  Medical Staffing  entered into a Standby Equity  Distribution
Agreement with Cornell Capital Partners.  Under the agreement,  Medical Staffing
may issue and sell to Cornell Capital Partners common stock for a total purchase
price of up to $15.0 million. The purchase price for the shares is equal to 100%
of the market  price,  which is defined as the lowest  volume  weighted  average
price of the common  stock during the five  trading  days  following  the notice
date.  The amount of each  advance is subject to an  aggregate  maximum  advance
amount of $250,000,  with no advance  occurring  within seven  trading days of a
prior advance.  Cornell Capital Partners  received a one-time  commitment fee of
750,000  shares of the  Company's  common  stock.  Cornell  Capital  Partners is
entitled to retain a fee of 5% of each advance.  In addition,  Medical  Staffing
entered into a placement agent agreement with Newbridge Securities  Corporation,
a registered broker-dealer.  Pursuant to the placement agent agreement,  Medical
Staffing  paid a one-time  placement  agent fee of 10,000  restricted  shares of
common stock equal to  approximately  $1,400 based on Medical  Staffing's  stock
price on March 11, 2004.

         Medical  Staffing  has drawn down  $950,000  under the  Standby  Equity
Distribution  Agreement,  issuing  26,058,065  shares  of common  stock  through
December 31, 2004. The $950,000 was used to repay the promissory notes issued to
Cornell Capital Partners,  described below.  Through March 16, 2005, the Company
has made advances under the Standby Equity Distribution  Agreement in the amount
of  $1,915,000,  issuing  52,089,991  shares of common stock out of escrow.  The
proceeds obtained in 2005 were also used to repay the promissory notes described
below.

         On June 11,  2004,  the  Company  received  $1,000,000  in return for a
promissory note to Cornell Capital Partners.  As of December 31, 2004,  $200,000
remained outstanding. As of March 16, 2005 the note has been fully paid.

         On October  18,  2004,  the Company  received  $315,000 in return for a
promissory note to Cornell Capital Partners.  As of December 31, 2004,  $165,000
remained outstanding. As of March 16, 2005 the note has been fully paid.

         Medical Staffing issued 35,000,000 shares of common stock to the escrow
agent as collateral under these  promissory  notes. As of December 31, 2004, the
Company used $950,000 of proceeds from the Standby Equity Distribution Agreement
to repay part of the notes.  As of December  31, 2004,  the balance  outstanding
under these notes is $365,000. As of March 16, 2005, these notes have been fully
repaid.

         Subsequent  to the period  covered by this report,  on January 5, 2005,
Medical  Staffing  entered into a third  promissory  note with  Cornell  Capital
Partners for $2,000,000 and placed an additional 40,000,000 shares of its common
stock into escrow under this agreement. The principal balance of this promissory
note as of March 16, 2005 is $1,600,000.

         Through  December 31, 2004,  the Company has drawn  $950,000  under the
Standby Equity Distribution Agreement issuing 26,058,065 shares of common stock.
The proceeds have been utilized to repay principal of the $1,000,000  promissory
note  issued to  Cornell  Capital  Partners  on June 11,  2004 and the  $315,000
promissory note issued to Cornell Capital Partners on October 18, 2004.  Through
March  16,  2005,  the  Company  has made  advances  under  the  Standby  Equity


                                       12
<PAGE>

Distribution Agreement in the amount of $1,915,000, issuing 52,089,991 shares of
common stock out of escrow.  As set forth  above,  these  proceeds  were used to
repay a portion of the promissory notes held by Cornell Capital Partners

         From time to time, Medical Staffing may evaluate potential acquisitions
involving   complementary   businesses,   content,   products  or  technologies.
Currently,  Medical Staffing has entered into  non-binding  letters of intent to
acquire certain assets of A&T Systems,  Inc., Staff Relief, Inc. and Nurses PRN,
LLC. Medical Staffing's future capital requirements will depend on many factors,
such as the success of our  operations,  economic  conditions  and other factors
including  the results of future  operations.  If Medical  Staffing is unable to
raise sufficient funds to meet its long-term capital needs, there is a risk that
Medical Staffing will be required to cease operations.

PLAN OF OPERATION

         Medical Staffing, through its TeleScience subsidiary,  will continue to
provide:

        o        medical staffing services,
        o        information technology and telecommunications services, and
        o        homeland security products and services.

         TeleScience provides two categories of services:

        o        Medical Systems, and
        o        Technology.

         The Medical Systems operation  specializes in the long-term staffing of
medical  personnel,   including  physicians,  nurses,  technicians,  and  dental
assistants,   for  various  federal  and  state  government  medical  facilities
throughout  the country.  In 2005,  we will be  expanding  to provide  long-term
staffing of nurses (RNs and LPNs) to private  hospitals  in the  tri-state  area
(Virginia, Maryland and Washington D.C.), as well as parts of Pennsylvania.  The
Company is planning to do this through  acquisitions  in the private  healthcare
field.

         The  Technology   operation   specializes  in  long-term   professional
consulting and staffing of experienced and qualified information technology (IT)
personnel in the government and private sectors.  We provide systems integration
and information  technology  services.  We also serve homeland  security efforts
with  emergency  equipment,  decontamination  products,  vehicles,  and supplies
within the federal  government,  particularly  the Department of Defense and the
Veteran's Administration.

         In May 2002,  Medical  Staffing was awarded a three-year,  $2.6 million
contract  with the  Department of Health and Human  Services to provide  nursing
staff to the U.S.  Public  Health  Service in support of the  National  Hansen's
Disease Programs based in Louisiana. This is the second such contract awarded by
Medical  Staffing.  This contract expires in May 2005 and the Company intends to
participate in the re-competition of the contract.

         In October  2003,  Medical  Staffing  extended its  agreement  with the
California  State  Department of Corrections  for Contract  Nursing Staff.  This
agreement has an annual estimated value of $2.5 million dollars.

         In September 2004,  Medical  Staffing signed new master  contracts with
the California State Department of Corrections for Contract Nursing Staff. These
contracts,  multiple award vendor,  have estimated ceiling values of $50 million
and $6.1 million respectively and are effective for three years starting October
1,  2004.  These  contracts  allow the  Company to  compete  for this  amount of
business. The Company has not made any sales pursuant to the contracts.

         During 2004, Medical Staffing was awarded an extension of contracts for
medical services that Medical Staffing holds on a number of Air Force Bases.

MANAGEMENT STRATEGY

         Medical Staffing's management has taken several initiatives to grow and
expand its current businesses of medical and technology  services and to develop
and market its homeland security business.


                                       13
<PAGE>

MANAGEMENT'S STRATEGIC PLAN FOR FUTURE GROWTH & EXPANSION.

         The  Management's  strategic  plan for future  growth and  expansion is
fourfold:  1) expand its medical  services into the private  sector;  2) enhance
recruitment;  3)  develop a homeland  security  marketing  plan;  and 4) acquire
suitable companies.

         Expansion of Medical Services into the Private Sector. In January 2004,
the Company hired a seasoned executive to direct the Company's  expansion of its
medical  services  into the private  health care  sector.  This  expansion  will
provide  long-term   part-time   staffing  of  registered  nurses  and  licensed
professional  nurses to private  health care  facilities in the  tri-state  area
(Virginia,  Maryland and Washington,  D.C.),  as well as parts of  Pennsylvania.
Examples of such facilities are hospitals,  nursing homes,  private clinics, and
assisted living centers.

         Enhancing  Recruitment.  The Company is embarking on a long-range  plan
for recruiting  ancillary and  professional  level staff for medical  contracts.
This plan is geared  toward  expanding the business of Medical  Staffing's  most
active services, the Medical Systems operations.  The Medical Systems operations
presently  provide  long-term  medical  staffing  services  for a wide  array of
military,  federal,  and  state  government  health  care  facilities,  such  as
hospitals and clinics.  Medical  Staffing is also moving  towards  entering into
similar staffing  arrangements  with its private sector clients.  The long-range
recruiting plans will support both of these initiatives. These initiatives arise
from the recognition of the opportunities provided by the well known and chronic
shortage  of health  care  professionals  -especially  registered  nurses in the
United States.

         Overseas Recruiting of Registered Nurses. The largest shortage in terms
of vacancies and  intractability of recruiting  domestic personnel exists in the
nursing  profession.  This  profession,  historically  dominated  by  women,  is
experiencing  nurse  shortages  that are closely  related to the opening of many
alternative  career fields to a younger  generation of women.  This situation is
unlikely to change,  leading to the  intractability of attracting a large number
of American  women into nursing.  Medical  Staffing  perceives an opportunity in
this  situation,  which can provide  business  expansion  for many years.  It is
Medical  Staffing's plan to aggressively  recruit nurses from suitable countries
overseas over the next few years.

         Domestic Recruiting of Health Care Professionals.  Medical Staffing has
a constant need for recruiting medical and non-medical professionals for filling
positions  created by newly won  contracts  or for filling  vacancies  caused by
turnover,  terminations,  or relocations.  Medical Staffing is in the process of
establishing a national recruiting center in Vienna,  Virginia,  upon completion
of  its  pending  acquisition  of  Nurses  PRN,  LLC  ("Nurses  PRN"),  for  the
recruitment of health care  professionals to meet such needs on a regular basis,
as well as its future contract  requirements on a proactive basis.  However, the
pending  acquisition  of Nurse PRN may not close.  Currently,  the Company  uses
newspaper and internet media  extensively for this purpose.  Medical  Staffing's
website was  updated in 2004 to attract  these  professionals  to apply for jobs
directly for open or future upcoming positions.

         Acquisition  of  Suitable  Companies.  On  December  1,  2004,  Medical
Staffing  entered  into a  non-binding  letter of intent with Nurses PRN and the
shareholders  of Nurses  PRN.  Pursuant  to the  letter  of intent  and upon the
consummation  of a  definitive  agreement,  Nurses  PRN  was  to  become  a 100%
wholly-owned  subsidiary of the Company.  However, this transaction has now been
restructured  as an asset purchase  transaction.  On December 30, 2004,  Medical
Staffing  entered into a  non-binding  letter of intent with A&T  Systems,  Inc.
("A&T").  Pursuant  to the  letter  of  intent  and upon the  consummation  of a
definitive agreement,  the Company will acquire certain assets of A&T. There can
be no  assurance  that a definitive  agreement  will be entered into with A&T or
Nurses PRN.

DEVELOP A HOMELAND SECURITY MARKETING PLAN.

         Medical  Staffing views this market sector as an opportunity  for rapid
growth.   The  Company  has   invested   significant   resources   to  build  an
infrastructure  and to generate an initial  presence in this sector.  During the
first quarter of 2004,  Medical Staffing formed a strategic alliance with Mobile
Healthcare  Solutions,  a  provider  of  deployable,  mobile  medical  treatment
facilities.  The two  companies  intend to partner  for joint  bidding on select
projects in homeland security arenas that fit their combined expertise.  Medical
Staffing's  initial  marketing plan in the homeland security arena is to utilize
the power and expertise of its alliances to market its decontamination products.
This  marketing  plan  further   extends   marketing  of  emergency   equipment,
decontamination  products,   vehicles,  and  personal  protective  equipment  to
federal,  state,  and local  governments.  The  Company  was named as one of the
participants  in  a  $1,000,000,000  IDIQ  (or  indefinite  delivery  indefinite
quantity) contract in the homeland security area with the state of Pennsylvania,
and this contract has recently  been renewed for another year,  through June 30,
2006. The Company has not yet made any sales pursuant to these contracts.


                                       14
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

         The consolidated  financial  statements of Medical Staffing required by
Item 310(a) of Regulation S-B are attached to this report.  Reference is made to
Item 13 below for an index to the financial statements.


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

         There were no  changes in  accountants  or any  disagreements  with our
accountants on accounting and financial disclosures.


ITEM 8A. CONTROLS AND PROCEDURES


(A)      EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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


(B)      CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

         In connection  with the evaluation of the Company's  internal  controls
during the  Company's  fourth  fiscal  quarter  ended  December  31,  2004,  the
Company's Principal Executive Officer/Principal Financial Officer has determined
that there are no changes to the  Company's  internal  controls  over  financial
reporting that has materially  affected,  or is reasonably  likely to materially
effect, the Company's internal controls over financial reporting.


                                       15
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

         The directors and executive  officers of Medical  Staffing,  their age,
positions  in  Medical  Staffing,   the  dates  of  their  initial  election  or
appointment as directors or executive officers,  and the expiration of the terms
are as follows:

<TABLE>
<CAPTION>
NAME OF DIRECTOR/
EXECUTIVE OFFICER      AGE   POSITION                           PERIOD SERVED
-------------------   ----   -------------------------------    --------------------------
<S>                    <C>                                      <C>
Brajnandan B. Sahay    60    Chairman of the Board of           September 25, 2003 to Date
                             Directors, President, Chief
                             Executive Officer and Principal
                             Financial Officer

L. Carl Jacobsen       62    Vice President - Human Resources   September 25, 2003 to Date
                             and Administration
</TABLE>

         Since B.B. Sahay is the sole director of Medical Staffing, there are no
family relationships  between or among the directors,  executive officers or any
other  person.  B.B.  Sahay is not a director of any company that files  reports
with the SEC, nor has he been involved in any bankruptcy  proceedings,  criminal
proceedings, any proceeding involving any possibility of enjoining or suspending
B.B. Sahay from engaging in any business,  securities or banking activities, and
has not been found to have violated,  nor been accused of having  violated,  any
federal or state securities or commodities laws.

         Medical  Staffing's  directors  are  elected at the  annual  meeting of
stockholders  and hold  office  until  their  successors  are  elected.  Medical
Staffing's  officers are  appointed  by the Board of Directors  and serve at the
pleasure of the Board and are subject to employment agreements, if any, approved
and ratified by the Board.

         Medical  Staffing does not currently have an audit  committee,  and the
Board of  Directors  serves this  function.  Further,  the Board does not have a
financial  expert,  as defined by Regulation S-B Item 401.  Medical Staffing has
not been able to attract a financial  expert to serve on its Board of  Directors
since the date of the share  exchange  transaction  due to the lack of necessary
capital. Medical Staffing intends to seek a candidate to serve in this role.

BRAJNANDAN B. SAHAY

         Brajnandan  B. Sahay earned his  doctorate in 1973 in Control  Systems,
Science, and Engineering from Washington University (St. Louis,  Missouri).  Dr.
Sahay founded  TeleScience  in 1987,  which began  operations in 1992.  Prior to
1992, Dr. Sahay held various engineering, management and advisory positions with
Contel, IBM Satellite Business Systems, MCI, and MITRE Corporation.  Since 1992,
he has been with  TeleScience,  as  chairman  and chief  executive  officer.  On
September  25,  2003,  he became  Chairman  of the  Board,  President  and Chief
Executive Officer of Medical Staffing.

L. CARL JACOBSEN

         L. Carl  Jacobsen  earned his JD degree from Antioch  School of Law and
PhD in linguistics  from UCLA. He joined  TeleScience in 1993 and has served the
Company by drafting or reviewing its contracts and overseeing its legal matters.
On September 25, 2003, Mr. Jacobsen became the Vice President of Human Resources
and  Administration  for Medical Staffing.  He is presently  responsible for the
personnel,  insurance,  and administrative areas of the Company's operations and
serves as an advisor to the Board of Directors.


                                       16
<PAGE>

SECTION 16(a) BENEFICIAL OWNERSHIP

REPORTING COMPLIANCE

         Section  16(a) of the  Securities  Exchange  Act of 1934 and the  rules
there under require Medical Staffing's  officers and directors,  and persons who
beneficially  own more  than  ten  percent  of a  registered  class  of  Medical
Staffing's  equity  securities,  to file  reports of  ownership  and  changes in
ownership  with the Securities  and Exchange  Commission and to furnish  Medical
Staffing with copies.

         Based on its reviews of the copies of the Section 16(a) forms  received
by it, or  written  representations  from  certain  reporting  persons,  Medical
Staffing  believes  that,  during the last fiscal year, all Section 16(a) filing
requirements applicable to its officers,  directors and greater than ten-percent
beneficial owners were complied with and filed timely.

CODE OF ETHICS

         On March 29,  2004,  the Board of  Directors  of the Company  adopted a
written  Code of Ethics  designed to deter  wrongdoing  and  promote  honest and
ethical  conduct,  full,  fair and accurate  disclosure,  compliance  with laws,
prompt internal reporting and accountability to adherence to the Code of Ethics.
This Code of Ethics has been filed with the Securities and Exchange Commission.

ITEM 10. EXECUTIVE COMPENSATION

         The following table sets forth,  for the fiscal year ended December 31,
2004, 2003, and 2002, certain  information  regarding the compensation earned by
Medical  Staffing's Chief Executive Officer and each of Medical  Staffing's most
highly  compensated  executive  officers whose aggregate annual salary and bonus
for fiscal 2004 exceeds $100,000, (the "Named Executive Officers"), with respect
to services rendered by such persons to Medical Staffing and its subsidiaries.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                      ANNUAL COMPENSATION                              LONG-TERM COMPENSATION
      NAME AND                                              OTHER           RESTRICTED       UNDERLYING         OTHER
 PRINCIPAL POSITION     YEAR      SALARY     BONUS      COMPENSATION       STOCK AWARDS       OPTIONS        COMPENSATION
--------------------   ------   -----------  -------    ------------       ------------      ----------      ------------
<S>                     <C>     <C>          <C>             <C>                <C>             <C>               <C>
Brajnandan B. Sahay     2004    $185,836(1)       --         --                 --              --                --
                        2003    $159,984          --         --                 --              --                --
                        2002    $149,083     $45,582         --                 --              --                --
</TABLE>

---------
(1) $28,920 of this amount has been deferred.

OPTION GRANTS

         The  Company  has no  outstanding  options.  However,  pursuant  to the
Company's  Employment  Agreement  with  Brajnandan  B.  Sahay,  the  Company  is
obligated to grant 3,000,000  options to purchase common stock of the Company to
Brajnandan B. Sahay.  Upon the adoption of a stock option plan, the Company will
issue these options to Brajnandan B. Sahay.

COMPENSATION OF DIRECTORS

         Medical   Staffing  did  not  issue  any  shares  of  common  stock  as
compensation to any director in 2004.

EMPLOYMENT AGREEMENTS

         As of  December  31,  2004,  he  Company  did  not  have  any  existing
employment  agreements.  On January 1, 2005, the Company and Brajnandan B. Sahay
entered  into a  five-year  employment  agreement,  with an  option to renew for
additional one-year period. Pursuant to the Employment Agreement,  Brajnandan B.
Sahay will serve as Medical Staffing's  President and Chief Executive Officer or
other  executive  officer of the Company.  B.B. Sahay will receive  $250,000 per
year,  four weeks paid  vacation,  a car allowance  and will be  reimbursed  for
business expenses. B.B. Sahay will receive additional consideration of 3,000,000
options to purchase  common  stock of the Company for the fiscal year 2005 at an
exercise price of $0.06 per share.  For each year after 2005 and during the term
of the Employment  Agreement,  B.B. Sahay shall be entitled to receive 3,000,000
options to purchase  common  stock of the Company at an exercise  price equal to
the average of the closing price of the  Company's  common stock for the 10 days
immediately preceding June 30 of the applicable year.


                                       17
<PAGE>

ITEM 11.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

         The table below sets forth  information  with respect of the beneficial
ownership  as of March 16, 2005 for any person who is known to Medical  Staffing
to be the beneficial owner of more than 5% of Medical Staffing's common stock.

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

<TABLE>
<CAPTION>
                                NAME AND ADDRESS               AMOUNT AND NATURE OF        PERCENTAGE
 TITLE OF CLASS                OF BENEFICIAL OWNER             BENEFICIAL OWNERSHIP       OF CLASS (1)

<S>               <C>                                                <C>                      <C>
Common            B. B. Sahay                                        47,362,722               34.68%
                  8150 Leesburg Pike, Suite 1200
                  Vienna, Virginia 22182

TOTAL                                                                47,362,722               34.68%
</TABLE>

                        SECURITY OWNERSHIP OF MANAGEMENT

<TABLE>
<CAPTION>
                                NAME AND ADDRESS               AMOUNT AND NATURE OF        PERCENTAGE
TITLE OF CLASS                OF BENEFICIAL OWNER              BENEFICIAL OWNERSHIP       OF CLASS (1)

<S>              <C>                                                   <C>                      <C>
Common           B. B. Sahay                                           47,362,722               34.68%
                 Chairman, President, Acting Principal
                 Financial Officer and Chief Executive Officer
                 8150 Leesburg Pike, Suite 1200
                 Vienna, Virginia 22182

Common           L. Carl Jacobsen                                         40,000                    *
                 Vice President - Human Resources &
                 Administration
                 8150 Leesburg Pike, Suite 1200
                 Vienna, Virginia 22182

Common           Reeba Magulick                                          442,822                    *
                 Assistant Vice President
                 8150 Leesburg Pike, Suite 1200
                 Vienna, Virginia 22182

                 ALL OFFICERS AND DIRECTORS
                 AS A GROUP (1 PERSON)                                47,845,544               35.03%
</TABLE>

------------
*        Less than 1%

(1)      Applicable  percentage of ownership is based on  136,578,226  shares of
         common  stock  outstanding  as of March 16, 2005 for each  stockholder.
         Beneficial  ownership is determined  in accordance  within the rules of
         the Commission and generally  includes voting of investment  power with
         respect to  securities.  Shares of common stock  subject to  securities
         exercisable  or  convertible  into  shares  of  common  stock  that are
         currently  exercisable or exercisable  within 60 days of March 16, 2005
         are deemed to be beneficially  owned by the person holding such options
         for the  purpose of  computing  the  percentage  of  ownership  of such
         persons,  but  are not  treated  as  outstanding  for  the  purpose  of
         computing the percentage ownership of any other person.


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLAN

         The  Company  adopted a 2004 Stock Plan in  January  2004,  authorizing
4,000,000  shares  under the plan.  On each of January 22, 2004 and February 18,
2004, the Company issued  2,000,000  shares under the plan to certain  employees


                                       18
<PAGE>

and  consultants  of the Company.  On January 15, 2004, the Company filed a Form
S-8 registering all 4,000,000 shares under the Plan.

         The  Company  currently  has  no  outstanding  employee  option  plans.
However,  pursuant to the  Company's  Employment  Agreement  with  Brajnandan B.
Sahay,  the Company is obligated to grant  3,000,000  options to purchase common
stock of the Company to Brajnandan B. Sahay. Upon the adoption of a stock option
plan, the Company will issue these options to Brajnandan B. Sahay.

         The following table sets forth the securities that have been authorized
under equity compensation plans as of December 31, 2004.

<TABLE>
<CAPTION>
                                                                                NUMBER OF
                                                                                SECURITIES
                                                                                REMAINING
                                                                              AVAILABLE FOR
                                             NUMBER OF                       FUTURE ISSUANCE
                                           SECURITIES TO                       UNDER EQUITY
                                          BE ISSUED UPON   WEIGHTED-AVERAGE    COMPENSATION
                                            EXERCISE OF     EXERCISE PRICE        PLANS
                                            OUTSTANDING     OF OUTSTANDING      (EXCLUDING
                                             OPTIONS,          OPTIONS,         SECURITIES
                                           WARRANTS AND      WARRANTS AND      REFLECTED IN
                                              RIGHTS            RIGHTS         COLUMN (A))
                                                (a)              (b)               (c)
                                          ---------------  ----------------  ---------------
<S>                                              <C>            <C>                  <C>
Equity compensation plans approved
  by security holders                            0              $ --                 0
Equity compensation plans not approved
  by security holders                            0              $ --                 0
                                             ------          --------            ------
TOTAL                                            0              $ --                 0
                                             ======          ========            ======
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During the past two (2) years,  Medical Staffing has not entered into a
transaction  with a value in excess of  $60,000  with a  director,  officer,  or
beneficial  owner of 5% or more of Medical  Staffing's  common stock,  except as
disclosed in the following paragraphs.

         The  Company  has  outstanding  at  December  31,  2004,   $105,333  of
non-interest  bearing note  payable to related  parties.  These  amounts have no
specific  repayment terms, and were provided to the Company to cover some of the
costs of completing the merger.  These amounts are reflected in the consolidated
balance sheet as current liabilities.

         The Company has also advanced related parties certain  amounts,  mostly
in the form of  non-executive  employee  advances.  The balance at December  31,
2004,  was $10,341.  These amounts are  anticipated to be repaid within the next
year and have been  classified  as current  assets on the  consolidated  balance
sheet.

         The  Company had  advances  from an officer of the Company to help fund
operations  in the amount of $71,379 at December 31,  2002.  The officer had not
been charging interest,  and the amounts were classified as current  liabilities
as they were due on demand. These amounts were repaid by the Company in 2003.

         The Company was party to a claim  pursuant to which an  individual  was
seeking damages under an agreement the Company entered into in 2002. The Company
eventually  settled this claim,  and  consequently  recorded a liability for the
settled amount of $1,092,156, which included attorney's fees. The payout of this
settlement  was to be over  forty-two  months in  semi-monthly  installments  of
$12,500  commencing  February 2003. The settlement  accrued interest at 12% upon
any default of the agreement.  As part of this agreement the individual can seek
no further  damages  against the Company.  The Company had paid $216,236 of this
amount,  as of October 2003 and in November  2003,  by means of a private  stock
transaction,  the  President  of the  Company,  signed over  personal  shares of
Medical Staffing,  stock in consideration for the remaining liability.  As such,
the  Company  has  recorded  a loan  payable  to the  President  for the  unpaid
liability  at that time,  $875,920.  The  Company  made  additional  payments of
$25,000 in 2004 then converted $850,920 into 17,048,400 shares of stock pursuant
to a board resolution on December 30, 2004.

         Medical Staffing did not give anything of value to, or receive anything
of value from, any promoter during fiscal year 2004 or 2003.


                                       19
<PAGE>

                                     PART IV


ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

         (a)      DOCUMENTS FILED AS PART OF THIS REPORT:

         See Index to  Consolidated  Financial  Statements  attached,  which are
filed as part of this report.

         (b)      REPORTS ON FORM 8-K:

         During the fourth quarter of 2004, Medical Staffing filed the following
Current Reports on Form 8-K:

         On December 6, 2004,  Medical  Staffing filed a Form 8-K concerning the
entering  into a  non-binding  letter  of  intent  on  December  1, 2004 and the
termination of another letter of intent.

         (c)      EXHIBITS:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
EXHIBIT
NO.
--------------------------------------------------------------------------------------------------------------------------
<C>             <C>                                                 <C>
2.1             Articles of Incorporation, as amended               Incorporated by reference to Exhibit 3(a) to the
                                                                    Company's Registration Statement on Form SB-2 as filed
                                                                    with the United States Securities and Exchange
                                                                    Commission on October 9, 2001

3.1             By-laws                                             Incorporated by reference to Exhibit 3(b) to the
                                                                    Company's Registration Statement on Form SB-2 as filed
                                                                    with the United States Securities and Exchange
                                                                    Commission on October 9, 2001

3.2             Certificate of Amendment to Articles of             Incorporated by reference to Exhibit 3 to the
                Incorporation                                       Company's Annual Report on Form 10-KSB as filed with
                                                                    the United States Securities and Exchange Commission
                                                                    on March 27, 2003

3.3             Certificate of Amendment to Articles of             Incorporated by reference to Exhibit 3 to the
                Incorporation                                       Company's Annual Report on Form 10-KSB as filed with
                                                                    the United States Securities and Exchange Commission
                                                                    on April 9, 2004

10.1            Sublease Agreement dated December 23, 2002 by and   Incorporated by reference to Exhibit 10.1 to the
                among InterAmerica Technologies, Inc., Kemron       Company's Annual Report on Form 10-KSB as filed with
                Environmental Services and Telescience              the United States Securities and Exchange Commission
                International, Inc.                                 on April 9, 2004

10.2            Promissory Note in the principal amount of          Incorporated by reference to Exhibit 10.2 to the
                $875,920 made by the Company in favor of B. B.      Company's Annual Report on Form 10-KSB as filed with
                Sahay                                               the United States Securities and Exchange Commission
                                                                    on April 9, 2004

10.3            Memorandum of Understanding dated March 10, 2004,   Incorporated by reference to Exhibit 10.3 to the
                by and between Silver Star Technologies, Inc. and   Company's Annual Report on Form 10-KSB as filed with
                TeleScience International, Inc.                     the United States Securities and Exchange Commission
                                                                    on April 9, 2004
</TABLE>


                                       20
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
EXHIBIT
NO.
--------------------------------------------------------------------------------------------------------------------------
<C>             <C>                                                 <C>
10.4            Memorandum of Understanding by and between          Incorporated by reference to Exhibit 10.4 to the
                Telescience International, Inc. and Chesapeake      Company's Annual Report on Form 10-KSB as filed with
                Government Technologies, Inc.                       the United States Securities and Exchange Commission
                                                                    on April 9, 2004

10.5            Proposal dated January 7, 2004 from Professional    Incorporated by reference to Exhibit 10.5 to the
                Nursing Resources, Inc. to Telescience              Company's Annual Report on Form 10-KSB as filed with
                International, Inc.                                 the United States Securities and Exchange Commission
                                                                    on April 9, 2004

10.6            Standby Equity Distribution Agreement dated         Incorporated by reference to Exhibit 10.6 to the
                March 11, 2004 between Medical Staffing and         Company's Annual Report on Form 10-KSB as filed with
                Cornell Capital Partners, LP                        the United States Securities and Exchange Commission
                                                                    on April 9, 2004

10.7            Registration Rights Agreement dated March 11,       Incorporated by reference to Exhibit 10.7 to the
                2004 between Medical Staffing and Cornell Capital   Company's Annual Report on Form 10-KSB as filed with
                Partners, LP                                        the United States Securities and Exchange Commission
                                                                    on April 9, 2004

10.8            Escrow Agreement dated March 11, 2004 among         Incorporated by reference to Exhibit 10.8 to the
                Medical Staffing, Cornell Capital Partners, LP      Company's Annual Report on Form 10-KSB as filed with
                and Butler Gonzalez                                 the United States Securities and Exchange Commission
                                                                    on April 9, 2004

10.9            Securities Purchase Agreement dated March 11,       Incorporated by reference to Exhibit 10.9 to the
                2004 among Medical Staffing and the Buyers          Company's Annual Report on Form 10-KSB as filed with
                                                                    the United States Securities and Exchange Commission
                                                                    on April 9, 2004

10.10           Escrow Agreement dated March 11, 2004 among         Incorporated by reference to Exhibit 10.10 to the
                Medical Staffing, the Buyers and Butler Gonzalez,   Company's Annual Report on Form 10-KSB as filed with
                LP                                                  the United States Securities and Exchange Commission
                                                                    on April 9, 2004

10.11           $250,000 Convertible Debenture dated March 11,      Incorporated by reference to Exhibit 10.11 to the
                2004 between Medical Staffing and Cornell Capital   Company's Annual Report on Form 10-KSB as filed with
                Partners, LP                                        the United States Securities and Exchange Commission
                                                                    on April 9, 2004

10.12           Investor Registration Rights Agreement dated        Incorporated by reference to Exhibit 10.12 to the
                March 11, 2004 between Medical Staffing and the     Company's Annual Report on Form 10-KSB as filed with
                Investors                                           the United States Securities and Exchange Commission
                                                                    on April 9, 2004

10.13           Placement Agent Agreement dated March 11, 2004      Incorporated by reference to Exhibit 10.13 to the
                among Medical Staffing, Newbridge Securities        Company's Annual Report on Form 10-KSB as filed with
                Corporation and Cornell Partners, LP                the United States Securities and Exchange Commission
                                                                    on April 9, 2004

10.14           Renewal Agreement dated February 5, 2004, from      Incorporated by reference to Exhibit 10.14 to the
                Commonwealth of Pennsylvania to Telescience         Company's Annual Report on Form 10-KSB as filed with
                International, Inc. regarding Contract 2550-09      the United States Securities and Exchange Commission
                Personal Protection Equipment PPE                   on April 9, 2004
</TABLE>


                                       21
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
EXHIBIT
NO.
--------------------------------------------------------------------------------------------------------------------------
<C>             <C>                                                 <C>
10.15           Memorandum of Understanding dated February 23,      Incorporated by reference to Exhibit 10.15 to the
                2004, to Mobile Healthcare Solutions, Inc. from     Company's Annual Report on Form 10-KSB as filed with
                Telescience International, Inc.                     the United States Securities and Exchange Commission
                                                                    on April 9, 2004

10.16           Master Contract dated April 1, 2004, by and         Incorporated by reference to Exhibit 10.17 to the
                between Telescience International, Inc. and         Company's Annual Report on Form 10-KSB as filed with
                State of California Department of Corrections       the United States Securities and Exchange Commission
                                                                    on April 9, 2004

10.17           Memorandum dated March 26, 2003 regarding Branch    Incorporated by reference to Exhibit 10.20 to the
                Office Location                                     Company's Annual Report on Form 10-KSB as filed with
                                                                    the United States Securities and Exchange Commission
                                                                    on April 9, 2004

10.18           $1,000,000 Promissory Note issued to Cornell        Provided herewith
                Capital Partners, LP by Medical Staffing on June
                8, 2004

10.19           $315,000 Promissory Note issued to Cornell          Provided herewith
                Capital Partners, LP by Medical Staffing on
                October 6, 2004

10.20           $2,000,0000 Promissory Note issued to Cornell       Provided herewith
                Capital Partners, LP by Medical Staffing on
                January 6, 2005

10.21           Employment Agreement between Medical Staffing and   Provided herewith
                Brajnandan B. Sahay dated January 1, 2005

10.22           Contract dated December 6, 2004, by and between     Provided herewith
                Telescience International, Inc. and State of
                California Department of Corrections

10.23           Master Contract dated December 19, 2004, by and     Provided herewith
                between Telescience International, Inc. and State
                of California Department of Corrections

14.1            Code of Ethics                                      Incorporated by reference to Exhibit 14.1 to the
                                                                    Company's Annual Report on Form 10-KSB as filed with
                                                                    the United States Securities and Exchange Commission
                                                                    on April 9, 2004

23.1            Consent of Bagell, Josephs & Company, L.L.C.        Provided herewith

31.1            Certification by Chief Executive                    Provided herewith
                Officer/Principal Financial Officer pursuant to
                15 U.S.C. Section 7241, as adopted pursuant to
                Section 302 of the Sarbanes-Oxley Act of 2002
</TABLE>


                                       22
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
EXHIBIT
NO.
--------------------------------------------------------------------------------------------------------------------------
<C>             <C>                                                 <C>
32.1            Certification by Chief Executive Officer and        Provided herewith
                Principal Financial Officer pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002
</TABLE>

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

         (1) AUDIT FEES.  The Company  paid  Bagell,  Josephs & Company,  L.L.C.
audit  fees of  $17,000  for the  audit of fiscal  year  2004 and audit  fees of
$17,000 for the audit of fiscal year 2003.

         (2)  AUDIT - RELATED  FEES.  The  Company  has paid  Bagell,  Josephs &
Company,  L.L.C.  audit related fees of $10,500 in 2003 for quarterly  statement
review,  bookkeeping and other accounting services.  The Company has paid $2,500
in 2003 for quarterly statement review.

         (3) TAX FEES.  The Company has paid $1,500 for tax  services to Bagell,
Josephs & Company, L.L.C.

         (4) ALL OTHER FEES.  The Company has not paid for any other services to
Bagell, Josephs & Company, L.L.C.

         (5) AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES. The Company's
sole  director,  which  acts as the  Company's  audit  committee,  approved  the
engagement of Bagell, Josephs & Company, L.L.C.







                                       23
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934,  Medical Staffing has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized March 31, 2005.

March 31, 2005                    MEDICAL STAFFING SOLUTIONS, INC.

                                  By: /s/ Brajnandan B. Sahay
                                      -----------------------
                                      Brajnandan B. Sahay,
                                      President, Chief Executive Officer, Acting
                                      Principal Financial Officer and Director



                                       24
<PAGE>



                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY


                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                        PAGE(S)

Report of Independent Registered Public Accounting Firm                   1

Balance Sheets as of December 31, 2004 and 2003                           2

Statements of Operations for the Years Ended
   December 31, 2004 and 2003                                             3

Statements of Changes in Stockholders' (Deficit) for the
   Years Ended December 31, 2004 and 2003                                 4

Statements of Cash Flows for the Years Ended
   December 31, 2004 and 2003                                             5

Notes to Consolidated Financial Statements                              6-22


<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders' of
Medical Staffing Solutions, Inc. and Subsidiary
Vienna, VA

We have audited the accompanying consolidated balance sheets of Medical Staffing
Solutions,  Inc. and Subsidiary (the "Company") as of December 31, 2004 and 2003
and the related consolidated statements of operations,  changes in stockholders'
(deficit), and cash flows for the years then ended. These consolidated financial
statements  are the  responsibility  of  management.  Our  responsibility  is to
express an  opinion  on these  consolidated  financial  statements  based on our
audits.

We conducted our audits in accordance  with standards  established by the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable  assurance about whether the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements.  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
audits provide a reasonable basis for our opinion.

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As discussed in Note 15 to the
consolidated financial statements,  the Company has recurring operating deficits
and cash flow  concerns  that lead to doubt  about its  ability to continue as a
going concern. Management's plans in regards to these matters are also discussed
in Note 15. The consolidated financial statements do not include any adjustments
that might result from the outcome of these uncertainties.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of Medical Staffing
Solutions, Inc. and Subsidiary as of December 31, 2004 and 2003, and the results
of its statements of operations,  changes in stockholders'  (deficit),  and cash
flows  for the  years  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.


/s/ BAGELL, JOSEPHS & COMPANY, L.L.C.
BAGELL, JOSEPHS & COMPANY, L.L.C.
Gibbsboro, New Jersey

February 25, 2005

<PAGE>

                MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                                      2004            2003
                                                                                   -----------    -----------
<S>                                                                                <C>            <C>
                                      ASSETS
Current Assets:
  Cash and cash equivalents                                                        $    28,348    $    77,068
  Accounts receivable, net of allowance for doubtful accounts of $36,642
    and $55,070 in 2004 and 2003, respectively                                       1,477,837      1,423,719
  Due from related parties                                                              10,341         30,007
  Prepaid expenses                                                                      53,110         54,976
                                                                                   -----------    -----------

    Total Current Assets                                                             1,569,636      1,585,770
                                                                                   -----------    -----------

  Fixed assets, net of depreciation                                                     60,689         70,605
  Loan commitment fees                                                                  65,625             --
  Deposits                                                                              52,643         27,643
                                                                                   -----------    -----------

TOTAL ASSETS                                                                       $ 1,748,593    $ 1,684,018
                                                                                   ===========    ===========

                         LIABILITIES AND STOCKHOLDERS' (DEFICIT)

LIABILITIES
Current Liabilities:
  Note payable - current portion                                                   $ 1,069,584    $ 1,032,106
  Promissory note payable/Standby Equity Distribution Agreement                        365,000             --
  Due to related parties                                                               105,333        130,000
  Accounts payable and accrued expenses                                                833,757      1,265,392
  Loan payable - officer / Litigation settlement payable                                65,000        875,920
                                                                                   -----------    -----------

      Total Current Liabilities                                                      2,438,674      3,303,418
                                                                                   -----------    -----------

Note payable, net of current portion                                                        --        220,000
                                                                                   -----------    -----------

      TOTAL LIABILITIES                                                              2,438,674      3,523,418
                                                                                   -----------    -----------

STOCKHOLDERS' (DEFICIT)
  Preferred Stock, $.001 Par Value; 30,000,000 and 5,000,000 shares authorized
      0 shares issued and outstanding at December 31, 2004 and 2003                         --             --
  Common Stock,  $.001 Par Value;  300,000,000 and 50,000,000  shares authorized
      122,509,383 and 41,200,005 shares issued,  8,941,935 and 0 held in escrow,
      and
      113,567,448 and 41,200,005 outstanding at December 31, 2004 and 2003             122,509         41,200
  Additional Paid-in Capital                                                         4,615,939      1,436,266
  Deficit                                                                           (5,428,529)    (3,316,866)
                                                                                   -----------    -----------

      TOTAL STOCKHOLDERS' (DEFICIT)                                                   (690,081)    (1,839,400)
                                                                                   -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                                      $ 1,748,593    $ 1,684,018
                                                                                   ===========    ===========
</TABLE>

        The accompanying notes are an integral part of the consolidated
                             financial statements.

                                       2

<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                       2004            2003
                                                   ------------    ------------

OPERATING REVENUES
  Revenue                                          $  6,734,564    $  8,385,675

COST OF SALES                                         5,018,601       5,886,077
                                                   ------------    ------------

GROSS PROFIT                                          1,715,963       2,499,598
                                                   ------------    ------------

OPERATING EXPENSES
   Administrative commissions and payroll             2,046,954       1,700,120
   General and administrative expenses                1,371,377         946,401
   Depreciation and amortization                         61,726          15,429
                                                   ------------    ------------
       TOTAL OPERATING EXPENSES                       3,480,057       2,661,950
                                                   ------------    ------------

INCOME (LOSS) BEFORE OTHER (EXPENSES)                (1,764,094)       (162,352)

OTHER INCOME (EXPENSES)
   Amortization of discount on conversions             (108,760)             --
   Interest income                                        1,450           6,526
   Interest expense                                    (240,259)       (137,798)
                                                   ------------    ------------
       TOTAL OTHER INCOME (EXPENSES)                   (347,569)       (131,272)
                                                   ------------    ------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES         $ (2,111,663)   $   (293,624)
PROVISION FOR INCOME TAXES                                   --              --
                                                   ------------    ------------

NET LOSS APPLICABLE TO COMMON SHARES               $ (2,111,663)   $   (293,624)
                                                   ============    ============

NET LOSS PER BASIC AND DILUTED SHARES              $   (0.03320)   $   (0.00713)
                                                   ============    ============

WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                               63,610,459      41,200,000
                                                   ============    ============

        The accompanying notes are an integral part of the consolidated
                             financial statements.

                                       3

<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT)
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                              ADDITIONAL
                                                      COMMON STOCK             PAID-IN    SUBSCRIPTION
DESCRIPTION                                       SHARES        AMOUNT          CAPITAL     RECEIVABLE     DEFICIT        TOTAL
-----------                                   ------------    ---------    -----------    ----------    -----------    -----------
<S>                                             <C>           <C>          <C>            <C>           <C>            <C>
Balance, December 31, 2002                      10,499,333    $  10,500    $    34,500    $   (8,729)   $   (33,604)   $     2,667
Reverse merger with TeleScience International    2,200,000        2,200      1,165,412         8,729     (2,989,638)    (1,813,297)
Cancellation of shares due to reverse merger    (9,953,333)      (9,954)         9,954            --             --             --
14 to 1 stock split                             38,454,005       38,454        (36,000)           --             --          2,454
Contribution of capital                                 --           --        262,400            --             --        262,400
Net loss for the year                                   --           --             --            --       (293,624)      (293,624)
                                              ------------------------------------------------------------------------ -----------

Balance, December 31, 2003                      41,200,005       41,200      1,436,266            --     (3,316,866)    (1,839,400)
Shares issued for cash                           9,041,774        9,042        619,182            --             --        628,224
Shares issued for services                          10,000           10          1,390            --             --          1,400
Shares issued for loan commitment fee              750,000          750        104,250            --             --        105,000
Shares issued for conversion of debentures      19,489,204       19,489        705,949            --             --        725,438
Shares issued in escrow under SEDA              35,000,000       35,000        915,000            --             --        950,000
Shares issued in conversion of loan payable -
   officer                                      17,018,400       17,018        833,902            --             --        850,920
Net loss for the year                                   --           --             --            --     (2,111,663)    (2,111,663)
                                              ------------------------------------------------------------------------ -----------
                                               122,509,383    $ 122,509    $ 4,615,939    $       --    $(5,428,529)   $  (690,081)
                                              ====================================================================================
</TABLE>

        The accompanying notes are an integral part of the consolidated
                             financial statements.

                                       4

<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                          2004              2003
                                                                       -----------    -----------
<S>                                                                    <C>            <C>
CASH FLOW FROM OPERTING ACTIVIITES
   Net loss                                                            $(2,111,663)   $  (293,624)
                                                                       -----------    -----------
   Adjustments to reconcile net loss to net cash
     used in operating activities
     Depreciation and amortization                                          61,726         15,429
     Amortization of discount on conversions                               108,760             --
     Conversion of interest on convertible debentures                       16,678             --
     Common stock issued for services                                        1,400             --
     Allowance for doubtful accounts                                       (18,428)        55,070
  CHANGES IN ASSETS AND LIABILITIES
     (Increase) in accounts receivable                                     (35,690)      (242,996)
     (Increase) decrease in prepaid expenses                                 1,866        (33,152)
     (Increase) in deposits                                                (25,000)       (16,233)
     Increase (decrease) in accounts payable and
       and accrued expenses                                               (431,635)        30,128
                                                                       -----------    -----------
     Total adjustments                                                    (320,323)      (191,754)
                                                                       -----------    -----------

     NET CASH (USED IN) OPERATING ACTIVITIES                            (2,431,986)      (485,378)
                                                                       -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital expenditures                                                    (12,435)       (56,782)
   (Decrease) in amounts due related parties                                19,666        (30,007)
                                                                       -----------    -----------

      NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                    7,231        (86,789)
                                                                       -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITES
   Capital contributions/common stock issuance for cash
       and subscriptions receivable                                        628,224        496,100
    Proceeds from convertible debentures                                   600,000             --
    Proceeds from standby equity distribution agreement /
      promissory note, net of repayments                                 1,315,000             --
   Increase (decrease) in amounts due related parties, net                 (24,667)       (71,379)
    Net proceeds (payments) from loan payable - officer / litigation
       settlement payable                                                   40,000       (216,236)
    Net proceeds (payments) of notes payable                              (182,522)       430,348
                                                                       -----------    -----------
       NET CASH PROVIDED BY FINANCING ACTIVITIES                         2,376,035        638,833
                                                                       -----------    -----------
NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS                                              (48,720)        66,666

CASH AND CASH EQUIVALENTS -
    BEGINNING OF YEAR                                                       77,068         10,402
                                                                       -----------    -----------

CASH AND CASH EQUIVALENTS - END OF YEAR                                $    28,348    $    77,068
                                                                       ===========    ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

CASH PAID DURING THE YEAR FOR:
    Interest expense                                                   $   162,543    $   137,798
                                                                       ===========    ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH
   INFORMATION:

Common stock issued for services                                       $     1,400    $        --
                                                                       ===========    ===========
Common stock issued for loan commitment fees                           $   105,000    $        --
                                                                       ===========    ===========
Common stock issued for conversion of debt                             $ 1,550,000    $        --
                                                                       ===========    ===========
Amortization of discount on conversions                                $   108,760    $        --
                                                                       ===========    ===========
Common stock issued for conversion of interest expense                 $    16,678    $        --
                                                                       ===========    ===========
</TABLE>

        The accompanying notes are an integral part of the consolidated
                             financial statements.

                                       5

<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 1 -          ORGANIZATION AND BASIS OF PRESENTATION

                  Medical Staffing Solutions, Inc. (the "Company") ("MSSI"), was
                  incorporated  in the  State of Nevada  on June 21,  2001.  The
                  Company  had no  revenues,  operations  and was  considered  a
                  development  stage company until  September 26, 2003 when they
                  entered  into  a  reverse  share  exchange  with   TeleScience
                  International,  Inc. ("TeleScience") and its sole shareholder.
                  Prior to the transaction, MSSI had 10,499,333 shares of common
                  stock.  Upon the share exchange,  MSSI cancelled  9,953,333 of
                  these   shares   and  issued   2,200,000   shares  to  acquire
                  TeleScience for 100% of the outstanding stock of TeleScience.

                  Upon the share  exchange,  the Board of  Directors  approved a
                  stock  dividend  in the  amount  of 14 for 1 stock or 1400% on
                  September 29, 2003,  increasing the outstanding  shares of the
                  Company to  41,200,000.  As of December 31, 2003,  the Company
                  had 41,200,000 shares of common stock issued and outstanding.

                  For accounting  purposes,  the  transaction was been accounted
                  for as a  reverse  acquisition  under the  purchase  method of
                  accounting.  Accordingly,  TeleScience  will be treated as the
                  continuing   entity   for   accounting   purposes,   and   the
                  consolidated  financial  statements presented herein are those
                  of TeleScience.

                  The  Company is a provider of medical  personnel  to state and
                  federal  government  agencies,  primarily hospital and medical
                  facilities.    The   Company's   business   plan   anticipates
                  diversification   into  building  up  a  technology   division
                  specifically  concentrating on Homeland Security.  The Company
                  has expensed some start-up  costs relating to this in the past
                  year.

                  In October 2003, the Company announced plans to enter into the
                  Home Health Care Industry and provide  services to the private
                  sector as well as expand services in the public sector.


NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                  ------------------------------------------

                  PRINCIPLES OF CONSOLIDATION

                  The consolidated  financial statements include the accounts of
                  the Company and its wholly-owned  subsidiary.  All significant
                  intercompany accounts and transactions have been eliminated in
                  consolidation.


                                       6
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  USE OF ESTIMATES

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

                  REVENUE AND COST RECOGNITION

                  Revenue is recognized  under the accrual  method of accounting
                  when the  services  are  rendered  rather  than  when  cash is
                  collected for the services provided.

                  Cost is  recorded  on the  accrual  basis  as  well,  when the
                  services are incurred rather than paid for.

                  CASH AND CASH EQUIVALENTS

                  The Company  considers all highly liquid debt  instruments and
                  other short-term investments with an initial maturity of three
                  months or less to be cash equivalents.

                  The Company  maintains  cash and cash  equivalent  balances at
                  several financial institutions that are insured by the Federal
                  Deposit Insurance Corporation up to $100,000.

                  FIXED ASSETS

                  Fixed  assets are  stated at cost.  Depreciation  is  computed
                  primarily  using the  straight-line  method over the estimated
                  useful life of the assets.

                  Furniture and fixtures                7 Years
                  Office equipment                      5 Years


                                       7
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  INCOME TAXES

                  The income tax benefit is computed on the pretax loss based on
                  the current tax law.  Deferred income taxes are recognized for
                  the tax  consequences  in future years of differences  between
                  the tax basis of assets and  liabilities  and their  financial
                  reporting  amounts at each year-end  based on enacted tax laws
                  and statutory tax rates.

                  ADVERTISING

                  Costs of  advertising  and marketing are expensed as incurred.
                  Advertising  and  marketing  costs are included in general and
                  administrative   costs  in  the  consolidated   statements  of
                  operations  for the years  ended  December  31, 2004 and 2003,
                  respectively.

                  FAIR VALUE OF FINANCIAL INSTRUMENTS

                  The carrying amount reported in the consolidated balance sheet
                  for cash and cash  equivalents,  accounts  payable and accrued
                  expenses  approximate  fair value  because of the immediate or
                  short-term  maturity  of  these  financial  instruments.   The
                  carrying amount reported for notes payable  approximates  fair
                  value  because,  in general,  the  interest on the  underlying
                  instruments fluctuates with market rates.

                  START-UP COSTS

                  In accordance with Statement of Position 98-5, "Accounting for
                  Start-up  Costs",  the Company has  expensed  all of its costs
                  relating to the start-up of its Homeland  Security division in
                  the period in which  those  costs  related to. The Company has
                  expensed  approximately  $200,000 as of December 31, 2003, and
                  these  costs are  included  in the  accompanying  consolidated
                  statements of operations.

                  DEFERRED FINANCING FEES

                  In March 2004,  the Company  issued  750,000  shares of common
                  stock valued at $105,000 in connection with the Standby Equity
                  Distribution   Agreement.   The  Standby  Equity  Distribution
                  Agreement is for a period of 24-months,  and commencing  April
                  2004, the Company began amortizing this deferred financing fee
                  at the rate of $4,375 per month.  Amortization expense for the
                  years ended December 31, 2004 is $39,375.


                                       8
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  (LOSS) PER SHARE OF COMMON STOCK

                  Historical  net (loss) per common share is computed  using the
                  weighted average number of common shares outstanding.  Diluted
                  earnings per share (EPS)  includes  additional  dilution  from
                  common stock  equivalents,  such as stock issuable pursuant to
                  the  exercise of stock  options  and  warrants.  Common  stock
                  equivalents  are not  included in the  computation  of diluted
                  earnings per share when the Company  reports a loss because to
                  do so would be antidilutive for the periods presented.

                  The following is a reconciliation of the computation for basic
                  and diluted EPS:

                                                      December 31,  December 31,
                                                         2004           2003
                                                         ----           ----

                  Net Loss                            ($2,111,663)    ($293,624)
                                                      -----------   -----------

                  Weighted-average common shares
                    outstanding (Basic)                63,610,459    41,200,005

                  Weighted-average common stock
                     equivalents:
                        Stock options and warrants             --            --
                  Weighted-average common shares
                      outstanding (Diluted)            63,610,459    41,200,005
                                                       ==========    ==========

                  Options and warrants  outstanding  to purchase  stock were not
                  included in the  computation of diluted EPS because  inclusion
                  would have been antidilutive.

                  RECLASSIFICATIONS

                  Certain amounts for the year ended December 31, 2003 have been
                  reclassified  to conform to the  presentation  of the December
                  31, 2004 amounts. The reclassifications  have no effect on net
                  loss for the year ended December 31, 2003.



                                       9
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  RECENT ACCOUNTING PRONOUNCEMENTS

                  In September  2001, the Financial  Accounting  Standards Board
                  (the  "FASB")  issued   Statements  of  Financial   Accounting
                  Standards  No.  141,  "Business  Combinations",  and No.  142,
                  "Goodwill and Other Intangible  Assets",  effective for fiscal
                  years beginning after December 15, 2001.  Under the new rules,
                  the pooling of  interests  method of  accounting  for business
                  combinations are no longer allowed and goodwill and intangible
                  assets  deemed  to have  indefinite  lives  will no  longer be
                  amortized  but will be subject to annual  impairment  tests in
                  accordance with the Statements.  Other intangible  assets will
                  continue to be amortized over their useful lives.  The Company
                  adopted these new standards effective January 1, 2002.

                  On October 3, 2001,  the FASB issued  Statement  of  Financial
                  Accounting  Standards No. 144,  "Accounting for the Impairment
                  or  Disposal  of  Long-Lived  Assets"  ("SFAS  144"),  that is
                  applicable  to  financial  statements  issued for fiscal years
                  beginning  after  December 15,  2001.  The FASB's new rules on
                  asset  impairment  supersede  SFAS  121,  "Accounting  for the
                  Impairment of Long-Lived  Assets and for Long-Lived  Assets to
                  Be Disposed Of," and portions of Accounting  Principles  Board
                  Opinion  30,  "Reporting  the  Results  of  Operations."  This
                  Standard  provides a single  accounting  model for  long-lived
                  assets  to  be  disposed  of  and  significantly  changes  the
                  criteria  that  would have to be met to  classify  an asset as
                  held-for-sale. Classification as held-for-sale is an important
                  distinction  since  such  assets are not  depreciated  and are
                  stated at the lower of fair value and  carrying  amount.  This
                  Standard also requires  expected future  operating losses from
                  discontinued  operations  to be displayed in the period (s) in
                  which  the  losses  are  incurred,   rather  than  as  of  the
                  measurement date as presently required.

                  In April 2002,  the FASB issued  SFAS No. 145,  Rescission  of
                  FASB Statements No. 4, 44 and 64,  Amendment of FASB Statement
                  No. 13, and Technical  Corrections.  This  statement  rescinds
                  SFAS No. 4, Reporting Gains and Losses from  Extinguishment of
                  Debt,  and an  amendment  of  that  statement,  SFAS  No.  44,
                  Accounting for Intangible  Assets of Motor Carriers,  and SFAS
                  No. 64,  Extinguishments of Debt Made to Satisfy  Sinking-Fund
                  Requirements.  This statement  amends SFAS No. 13,  Accounting
                  for Leases, to eliminate  inconsistencies between the required
                  accounting for  sales-leaseback  transactions and the required
                  accounting for certain lease  modifications that have economic
                  effects that are similar to sales-leaseback transactions.


                                       10
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

                  Also,  this  statement  amends  other  existing  authoritative
                  pronouncements to make various technical corrections,  clarify
                  meanings,   or  describe  their  applicability  under  changed
                  conditions.   Provisions  of  SFAS  No.  145  related  to  the
                  rescissions  of SFAS No. 4 were  effective  for the Company on
                  November  1, 2002 and  provisions  affecting  SFAS No. 13 were
                  effective for  transactions  occurring after May 15, 2002. The
                  adoption of SFAS No. 145 did not have a significant  impact on
                  the Company's results of operations or financial position.

                  In June 2003,  the FASB issued SFAS No. 146,  "Accounting  for
                  Costs  Associated  with  Exit or  Disposal  Activities".  This
                  statement covers  restructuring type activities beginning with
                  plans initiated after December 31, 2002. Activities covered by
                  this  standard  that are entered  into after that date will be
                  recorded in  accordance  with  provisions of SFAS No. 146. The
                  adoption of SFAS No. 146 did not have a significant  impact on
                  the Company's results of operations or financial position.

                  In  December  2002,   the  FASB  issued   Statement  No.  148,
                  "Accounting   for  Stock-Based   Compensation-Transition   and
                  Disclosure,  an  amendment of FASB  Statement  No. 123" ("SFAS
                  148"). SFAS 148 amends FASB Statement No. 123, "Accounting for
                  Stock-Based  Compensation," to provide  alternative methods of
                  transition for an entity that voluntarily  changes to the fair
                  value based  method of  accounting  for  stock-based  employee
                  compensation. It also amends the disclosure provisions of that
                  Statement to require prominent disclosure about the effects on
                  reported net income of an entity's accounting policy decisions
                  with respect to stock-based  employee  compensation.  Finally,
                  this  Statement  amends  Accounting  Principles  Board ("APB")
                  Opinion  No. 28,  "Interim  Financial  Reporting",  to require
                  disclosure   about   those   effects  in   interim   financial
                  information.  SFAS 148 is effective for  financial  statements
                  for fiscal years ending after  December 15, 2002.  The Company
                  will continue to account for stock-based employee compensation
                  using the  intrinsic  value  method  of APB  Opinion  No.  25,
                  "Accounting  for Stock Issued to  Employees,"  but has adopted
                  the enhanced disclosure requirements of SFAS 148.



                                       11
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

                  In April  2003,  the  FASB  issued  SFAS  Statement  No.  149,
                  "Amendment  of Statement  133 on  Derivative  Instruments  and
                  Hedging  Activities",  which  amends and  clarifies  financial
                  accounting and reporting for derivative instruments, including
                  certain  derivative  instruments  embedded in other  contracts
                  (collectively  referred  to as  derivatives)  and for  hedging
                  activities  under  FASB  Statement  No.  133,  Accounting  for
                  Derivative Instruments and Hedging Activities.  This Statement
                  is effective for contracts entered into or modified after June
                  30, 2003, except for certain hedging relationships  designated
                  after June 30, 2003. Most provisions of this Statement  should
                  be applied  prospectively.  The adoption of this statement did
                  not have a  significant  impact on the  Company's  results  of
                  operations or financial position.

                  In  May  2003,   the  FASB  issued  SFAS  Statement  No.  150,
                  "Accounting   for   Certain    Financial    Instruments   with
                  Characteristics   of  both   Liabilities  and  Equity".   This
                  Statement  establishes  standards for how an issuer classifies
                  and    measures    certain    financial    instruments    with
                  characteristics  of both  liabilities and equity.  It requires
                  that an issuer classify a financial  instrument that is within
                  its scope as a liability (or an asset in some  circumstances).
                  This statement is effective for financial  instruments entered
                  into  or  modified  after  May  31,  2003,  and  otherwise  is
                  effective  at  the  beginning  of  the  first  interim  period
                  beginning after June 15, 2003, except for mandatory redeemable
                  financial instruments of nonpublic entities, if applicable. It
                  is to be implemented  by reporting the cumulative  effect of a
                  change in an accounting  principle  for financial  instruments
                  created  before the issuance  date of the  Statement and still
                  existing at the  beginning of the interim  period of adoption.
                  The  adoption  of this  statement  did not have a  significant
                  impact on the  Company's  results of  operations  or financial
                  position.

                  In November 2002, the FASB issued  Interpretation No. 45 ("FIN
                  45"),  "Guarantor's Accounting and Disclosure Requirements for
                  Guarantees,  Including Indirect  Guarantees of Indebtedness of
                  Others".  FIN 45  requires a company,  at the time it issues a
                  guarantee,  to  recognize  an initial  liability  for the fair
                  value  of   obligations   assumed  under  the  guarantees  and
                  elaborates  on  existing  disclosure  requirements  related to
                  guarantees and warranties.  The recognition  requirements  are
                  effective for guarantees issued or modified after December 31,
                  2002  for  initial   recognition   and   initial   measurement
                  provisions.  The adoption of FIN 45 did not have a significant
                  impact on the  Company's  results of  operations  or financial
                  position.



                                       12
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

                  In January 2003,  the FASB issued FASB  Interpretation  No. 46
                  ("FIN 46"),  "Consolidation of Variable Interest Entities,  an
                  Interpretation  of  ARB  No.  51".  FIN  46  requires  certain
                  variable  interest  entities to be consolidated by the primary
                  beneficiary  of the  entity  if the  equity  investors  in the
                  entity  do  not  have  the  characteristics  of a  controlling
                  financial  interest or do not have  sufficient  equity at risk
                  for the entity to finance its  activities  without  additional
                  subordinated  financial support from other parties.  FIN 46 is
                  effective for all new variable  interest  entities  created or
                  acquired  after  January  31,  2003.  For  variable   interest
                  entities  created or acquired  prior to February 1, 2003,  the
                  provisions  of FIN 46 must be applied for the first interim or
                  annual period  beginning  after June 15, 2003. The adoption of
                  FIN 46 did not  have a  significant  impact  on the  Company's
                  results of operations or financial position.

NOTE 3-           ACCOUNTS RECEIVABLE

                  A  majority  of  the  Company's   revenues  are  derived  from
                  government  contracts  for  personnel  at  various  state  and
                  federal agencies including  hospitals,  medical facilities and
                  penitentiaries.  As such,  payment for  services  rendered are
                  based on  negotiated  terms.  The Company  does provide for an
                  allowance of doubtful accounts and often evaluates receivables
                  for collectibility. At December 31, 2004 and 2003, the Company
                  has $1,477,837 and $1,423,719,  respectively due to it for its
                  services.   Additionally,   the  Company  has  established  an
                  allowance  for  doubtful  accounts  of $36,642  and $55,070 at
                  December 31, 2004 and 2003, respectively.

                  The accounts receivable are being used as collateral on a line
                  of credit the Company has with a factor (See Note 5).


                                       13
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 4-           PROPERTY AND EQUIPMENT

                  Property and  equipment  consist of the  following at December
                  31, 2004 and 2003:

                                                           2004          2003
                                                           ----          ----
                  Furniture, fixtures and equipment      $153,066      $140,631
                  Less:  accumulated depreciation         (92,377)      (70,026)
                                                         --------      --------
                  Net book value                         $ 60,689      $ 70,605
                                                         ========      ========

                  Depreciation expense for the years ended December 31, 2004 and
                  2003 was $22,351 and $15,429, respectively.

NOTE 5-           NOTES PAYABLE

                  In May  2002,  the  Company  entered  into a  line  of  credit
                  agreement  with a  factor.  The  loan,  which is due on demand
                  bears interest at prime plus 1.00%. The factor lends up to 90%
                  of the receivable balance to the Company, and receives payment
                  directly  on the  outstanding  receivables  and the  remaining
                  balance is remitted to the Company. The outstanding balance at
                  December  31,  2004 and 2003 was  $1,069,584  and  $1,018,065,
                  respectively.  The balance is  reflected  net of a 10% reserve
                  that the  factor has  established  which is  adjusted  on each
                  funding.

                  Additionally, the Company maintains a small credit line with a
                  bank.  The  balance  outstanding  at  December  31,  2003  was
                  $14,041.  There were no amounts outstanding under this line at
                  December 31, 2004.

                  In May 2002, the Company borrowed  $220,000 from an individual
                  to  be  used  in  developing  the  Company's   business  plan,
                  including the Homeland Security division.  The note payable is
                  non-interest  bearing, and due on demand. At December 31, 2004
                  and 2003,  the balance  outstanding  was $0 and $220,000.  The
                  loan was paid back in 2004.

                  In 1997,  the Company  borrowed  $300,000 plus interest at 10%
                  from an  individual  and had started  repayments  of that note
                  with  interest  and paid down the  balance  to  $163,000.  The
                  Company  received  notice  in 2002  that  the  lender  filed a
                  lawsuit  against the  Company,  and in 2002  recorded the full
                  settlement  amount due the lender.  The  remaining  balance of
                  $163,000 is included in that settlement  amount as of December
                  2002 (see Note 11).  This  amount was paid back from a private
                  stock transaction by the officer in November 2003.


                                       14
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 6-           CONVERTIBLE DEBENTURES

                  On March 11,  2004,  the  Company  entered  into a  Securities
                  Purchase  Agreement with Cornell Capital  Partners.  Under the
                  Securities  Purchase  Agreement,  Cornell Capital Partners was
                  obligated   to  purchase   $600,000  of  secured   convertible
                  debentures from the Company.

                  On March 11, 2004, Cornell Capital Partners purchased $250,000
                  of convertible  debentures and purchased  $350,000  additional
                  debentures on May 3, 2004. These debentures accrue interest at
                  a rate of 5% per year and mature  two years from the  issuance
                  date. The debentures are convertible into the Company's common
                  stock at the  holders'  option  any time up to  maturity  at a
                  conversion price equal to the lower of (i) 115% of the closing
                  bid price of the common  stock as of the closing  date or (ii)
                  85% of the lowest  closing  bid price of the common  stock the
                  five trading days  immediately  preceding the conversion date.
                  The  debentures  are secured by the assets of the Company.  At
                  maturity,  the Company has the option to either pay the holder
                  the outstanding  principal  balance and accrued interest or to
                  convert  the  debentures  into  shares  of  common  stock at a
                  conversion  price similar to the terms  described  above.  The
                  Company has the right to redeem the  debentures  upon  fifteen
                  (15)  business  days  notice for 115% of the amount  redeemed.
                  Upon such redemption,  the holder shall receive warrants equal
                  to 10,000  shares of common stock for each  $100,000  redeemed
                  with an exercise  price equal to 120% of the closing bid price
                  of the common stock on the closing date. During the year ended
                  December 31, 2004,  Cornell converted the entire $600,000 into
                  19,489,204  shares of common stock which included  conversions
                  of $16,678 in interest and the Company recognized  $108,760 of
                  amortization of discount on the debenture conversions.

NOTE 7-           INVESTMENT

                  Beginning in 2001, the Company started  investing in a private
                  airstrip in Branson,  Missouri. The project ran out of funding
                  after the Company funded approximately $387,269 as of December
                  31,  2002,  and the project  has since  ceased for the moment.
                  Management has reserved an allowance for the entire amount, as
                  the investment value is not known.


                                       15
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 8-           DUE TO RELATED PARTIES

                  The Company  has  outstanding  at December  31, 2004 and 2003,
                  $105,333 and $130,000 non-interest bearing to related parties.
                  These  amounts  have no  specific  repayment  terms,  and were
                  provided  to  the  Company  to  cover  some  of the  costs  of
                  completing  the merger.  These  amounts are  reflected  in the
                  consolidated balance sheets as current liabilities.

                  The Company has also advanced related parties certain amounts,
                  mostly  in the  form of  employee  advances.  The  balance  at
                  December   31,  2004  and  2003  were   $10,341  and  $30,007,
                  respectively.

NOTE 9-           PROVISION FOR INCOME TAXES

                  Deferred  income taxes will be determined  using the liability
                  method for the  temporary  differences  between the  financial
                  reporting  basis and income tax basis of the Company's  assets
                  and liabilities.  Deferred income taxes will be measured based
                  on the tax rates  expected to be in effect when the  temporary
                  differences  are included in the  Company's  consolidated  tax
                  return.  Deferred tax assets and  liabilities  are  recognized
                  based on anticipated  future tax consequences  attributable to
                  differences  between financial  statement  carrying amounts of
                  assets and liabilities and their respective tax bases.

                  At   December   31,  2004  and  2003,   deferred   tax  assets
                  approximated the following:

                                                          2004          2003
                                                      -----------   -----------
                  Net operating loss carryforwards    $ 1,855,243   $ 1,150,406
                  Less: valuation allowance            (1,855,243)   (1,150,406)
                                                      -----------   -----------
                                                      $       -0-   $       -0-
                                                      ===========   ===========

                  At  December  31, 2004 and 2003,  the Company had  accumulated
                  deficits approximating $5,456,596 and $3,316,866, respectively
                  available to offset future  taxable  income  through 2024. The
                  Company  established  valuation  allowances  equal to the full
                  amount of the  deferred tax assets due to the  uncertainty  of
                  the utilization of the operating losses in future periods.


                                       16
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 10-          STOCKHOLDERS' (DEFICIT)

                  The Company has two classes of stock; a preferred class with a
                  par  value  of  $.001  and  30,000,000  and  5,000,000  shares
                  authorized,  respectively  at December 31, 2004 and 2003 and a
                  common  class  with a par value of $.001 and  300,000,000  and
                  50,000,000  shares  authorized,  respectively  at December 31,
                  2004 and 2003.

                  The Company has not issued any shares of preferred stock.

                  The Company  has  122,509,383  and  41,200,005  common  shares
                  issued,  8,941,935  and 0 common  shares  held in escrow,  and
                  113,567,448  and  41,200,005  common shares  outstanding as of
                  December 31, 2004 and 2003, respectively.

                  Upon  the  merger,  the  Company  cancelled  9,953,333  of the
                  10,499,333  shares  then  issued  and  outstanding  and issued
                  2,200,000  shares to acquire 100% of the outstanding  stock of
                  TeleScience.

                  Upon  the  share  exchange,  the  Board  of  Directors  of the
                  Registrant approved a stock dividend in the amount of 14 for 1
                  or 1400% on September  29, 2003,  increasing  the  outstanding
                  shares of the Company to 41,200,005.

                  On January 27, 2004 and February 18, 2004,  the Company issued
                  2,000,000  S-8  shares on each  date for a total of  4,000,000
                  shares. The price of these shares ranged between $.10 and $.16
                  for a total value of $480,000.

                  The  Company  paid a  one-time  placement  agent fee of 10,000
                  restricted  shares  of  common  stock  equal to  approximately
                  $1,400 based on the Company's stock price on March 11, 2004.

                  The  Company  issued  2,416,667  shares  of  common  stock for
                  $75,017  in  the  first  quarter  of  2004  to  investors  and
                  employees.

                  The Company  issued  750,000  shares of common  stock in March
                  2004 to Cornell Capital Partners, L.P. as a commitment fee for
                  the Standby Equity Distribution Agreement.  The value of these
                  shares is $105,000 and has been  reflected as loan  commitment
                  fee (net of amortization) in the consolidated balance sheet at
                  December 31, 2004.


                                       17
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 10-          STOCKHOLDERS' (DEFICIT) (CONTINUED)

                  The Company has issued  2,625,107  shares of common  stock for
                  cash of $73,206 in the second quarter of 2004 to investors and
                  employees.

                  The Company  issued  35,000,000  shares of common stock to the
                  escrow agent for Cornell as  collateral  under the  promissory
                  note the Company  entered into with Cornell  Capital (see Note
                  14). The Company received $1,315,000 under two separate notes.

                  The Company issued 19,489,204 shares in conversion of $600,000
                  in convertible  debentures,  and $16,678 of accrued  interest.
                  The Company recognized $108,760 in amortization of discount on
                  these conversions during 2004.

                  The  Company  on  December  30,  2004   pursuant  to  a  board
                  resolution   issued  17,018,400  shares  of  common  stock  in
                  conversion  of  $850,920  loan  payable  to an  officer of the
                  Company (See Note 11).

NOTE 11-          LOAN PAYABLE - OFFICER / LITIGATION

                  The  Company  had  advances  from an officer of the Company to
                  help fund  operations in the amount of $71,379 at December 31,
                  2002.  The officer  has not been  charging  interest,  and the
                  amounts were classified as current liabilities as they are due
                  on demand. These amounts were repaid by the Company in 2003.

                  The  Company  was  party  to a  claim  pursuant  to  which  an
                  individual was seeking  damages under an agreement the Company
                  entered  into in 2002.  The Company  eventually  settled  this
                  claim, and  consequently  recorded a liability for the settled
                  amount of  $1,092,156,  which  included  attorney's  fees. The
                  payout of this  settlement was to be over forty-two  months in
                  semi-monthly installments of $12,500 commencing February 2003.
                  The settlement accrued interest at 12% upon any default of the
                  agreement.  As part of this  agreement the individual can seek
                  no further  damages  against the  Company.  The  Company  paid
                  $216,236  of this  amount,  and  then in  November  2003,  the
                  President  of the  Company  in a  private  stock  transaction,
                  signed over  personal  shares of Medical  Staffing  Solutions,
                  Inc. stock in consideration  for this liability.  As such, the
                  Company has recorded a loan payable to the  President  for the
                  unpaid  liability  at that time,  $875,920.  The Company  made
                  additional payments of $25,000 in 2004 then converted $850,920
                  into 17,048,400 shares of stock pursuant to a board resolution
                  on December 30, 2004.


                                       18
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 12-          COMMITMENTS

                  The Company has  established a 401(k) Plan for its  employees.
                  The expense for the Company for the years ended  December  31,
                  2003 and 2002 were  $26,830  and  $23,505,  respectively.  The
                  Company has dropped the matching  portion of the  contribution
                  effective January 1, 2004.

                  In October 2003, the Company extended their agreement with the
                  California   State  Department  of  Corrections  for  Contract
                  Nursing Staff. This agreement has an annual estimated value of
                  2.5 million dollars.

                  In November  2003,  the Company was awarded a  three-year  2.6
                  million  dollar  contract  with the  Department  of Health and
                  Human  Services to provide  nursing  staff to the U.S.  Public
                  Health  Service in support of the  National  Hansen's  Disease
                  Programs based in Louisiana.  This is the second such contract
                  won by the Company.

                  The Company  entered  into a  non-binding  letter of intent on
                  December 1, 2004 with Nurses PRN, LLC to acquire it.

                  The Company  entered  into a  non-binding  letter of intent on
                  July  15,  2004  with  Physicians  Informatics,   Inc.  d.b.a.
                  Practice  One, a Virginia  corporation.  This letter of intent
                  was terminated on December 3, 2004.

                  On December 30, 2004,  the Company  entered into a non-binding
                  letter of intent with A&T  Systems,  Inc.  to acquire  certain
                  assets of A&T Systems, Inc..

                  On January 11, 2005,  the Company  entered into a  non-binding
                  letter of intent with Staff Relief, Inc. to acquire it.

                  The Company's subsidiary  TeleScience was sued by Medsense LA,
                  LLC for an  outstanding  balance  owed  for  nursing  services
                  provided on behalf of TeleScience. The principal amount sought
                  in the suit was $24,592.  By default judgment dated October 6,
                  2004,   Medsense  was  awarded  the   principal   amount  plus
                  contractual interest and attorney's fees. TeleScience appealed
                  the default judgment on December 16, 2004.  During the appeal,
                  TeleScience  settled the matter  with  Medsense  and  Medsense
                  signed a settlement  agreement effective January 21, 2005. The
                  judgment is in the process of being marked  satisfied  and the
                  appeal  dismissed with  prejudice.  The amount paid in January
                  and accrued by the  Company as of  December  31, 2004 for this
                  matter was $30,000.


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<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 13-          STANDBY EQUITY DISTRIBUTION AGREEMENT

                  On March 11, 2004,  the Company  entered into a Standby Equity
                  Distribution  Agreement with Cornell Capital  Partners.  Under
                  the  agreement,  the  Company  may issue  and sell to  Cornell
                  Capital Partners common stock for a total purchase price of up
                  to $15.0  million.  The purchase price for the shares is equal
                  to 100% of the  market  price,  which is defined as the lowest
                  volume  weighted  average price of the common stock during the
                  five trading days following the notice date.

                  Cornell Capital Partners received a one-time commitment fee of
                  750,000  shares  of the  Company's  common  stock,  valued  at
                  $105,000 on March 11, 2004.

                  Cornell Capital  Partners is entitled to retain a fee of 5% of
                  each  advance.  In  addition,   the  Company  entered  into  a
                  placement   agent   agreement   with   Newbridge    Securities
                  Corporation,  a  registered  broker-dealer.  Pursuant  to  the
                  placement  agent  agreement,   the  Company  paid  a  one-time
                  placement  agent  fee of  10,000  restricted  shares of common
                  stock equal to  approximately  $1,400  based on the  Company's
                  stock price on March 11, 2004.

                  During the fiscal  year ended 2004,  the Company has  received
                  the gross  amount of $950,000  pursuant to the Standby  Equity
                  Distribution  Agreement,  issuing  26,058,065 shares of common
                  stock.  The Company has used the $950,000  obtained  under the
                  Standby Equity Distribution  Agreement to repay the promissory
                  notes issued to Cornell  Capital  Partners  (See Note 14). The
                  Company has not used all of the available shares of registered
                  common stock under the Standby Equity Distribution  Agreement,
                  and  therefore  may  still  make   advances   Standby   Equity
                  Distribution    Agreement   without   filing   an   additional
                  registration  statement for shares  issuable under the Standby
                  Equity Distribution Agreement.

NOTE 14-          PROMISSORY NOTE

                  On June 11,  2004 and October 18,  2004,  the Company  entered
                  into promissory notes in the amount of $1,000,000 and $315,000
                  with Cornell Capital.  The Company issued 35,000,000 shares of
                  common  stock to the escrow  agent as  collateral  under these
                  note agreements. As of December 31, 2004 the Company has drawn
                  down $950,000 of the Standby Equity Distribution  Agreement to
                  repay part of the notes.  As of December 31, 2004, the balance
                  outstanding under these notes is $365,000.


                                       20
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 15-          GOING CONCERN

                  As   shown   in  the   accompanying   consolidated   financial
                  statements,  the Company  incurred  substantial net losses for
                  the years ended  December  31, 2004 and 2003.  The Company may
                  not be able to generate enough revenue and/or raise capital to
                  support its operations.  This raises doubt about the Company's
                  ability to continue as a going concern.

                  Management believes that they can improve operations and raise
                  the  appropriate  funds needed  through  recent  contracts the
                  Company  has entered  into in the past few months,  as well as
                  the  completed  reverse  merger with which the Company now has
                  the ability to raise money in the public markets.

                  On March 11, 2004,  the Company  entered into a Standby Equity
                  Distribution  Agreement.  Under  this  agreement,  and upon an
                  effective  registration  of the shares,  the Company may issue
                  and sell to Cornell  Capital  Partners,  L.P. shares of common
                  stock for a total purchase price of  $15,000,000.  The Company
                  has  obtained  an   effective   registration   statement   for
                  124,408,774  shares of common  stock under the Standby  Equity
                  Distribution  Agreement,  and has issued  26,058,065 shares to
                  Cornell Capital Partners through December 31, 2004.

                  In addition to the Standby Equity Distribution  Agreement,  on
                  March  11,  2004,  the  Company  entered  into  a  Convertible
                  Debenture  agreement  for  $600,000.  Cornell has advanced all
                  $600,000 of this amount.

                  With the proceeds of the Standby Equity Distribution Agreement
                  for up to 15 million  dollars,  the Company  should be able to
                  grow  and  acquire  companies  that  will  contribute  to  the
                  development of providing  nurses to the private sector as well
                  as government contracts.  The Company received $1,315,000 from
                  Cornell Capital on June 11, 2004 and October 18, 2004 pursuant
                  to the  promissory  notes.  The  Company  intends to repay the
                  promissory notes with cash proceeds received under the Standby
                  Equity Distribution Agreement.  The Company has entered into a
                  letter of intent to acquire a few  companies and is in the due
                  diligence phase of these acquisitions.

                  The  consolidated  financial  statements  do not  include  any
                  adjustments  that  might  result  from  the  outcome  of these
                  uncertainties.


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<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           DECEMBER 31, 2004 AND 2003

NOTE 16-          SUBSEQUENT EVENTS

                  On January 11, 2005,  the Company  entered into a  non-binding
                  letter of intent with Staff Relief, Inc. to acquire them.

                  On January 1,  2005,  the  Company  entered  into a  five-year
                  employment agreement with their President.

                  On  January  5,  2005,  the  Company   entered  into  a  third
                  promissory note for $2,000,000 with Cornell Capital  Partners,
                  L.P.  and  placed an  additional  40,000,000  shares of common
                  stock into escrow under this agreement.

                  Subsequent  to December 31, 2004,  and through March 16, 2005,
                  the Company has issued 14,068,843 shares of common stock under
                  the Standby Equity  Distribution  Agreement to Cornell Capital
                  Partners.


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