UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                               AMENDMENT NO. 1 TO
                                   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

<TABLE>
<S>                                                                                                                           <C>
PART I..........................................................................................................................1
   FORWARD-LOOKING STATEMENTS...................................................................................................1
   ITEM 1. DESCRIPTION OF BUSINESS..............................................................................................1
   ITEM 2. DESCRIPTION OF PROPERTY..............................................................................................6
   ITEM 3. LEGAL PROCEEDINGS....................................................................................................6
   ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................................................................6
PART II.........................................................................................................................7
   ITEM 5. MARKET FOR MEDICAL STAFFING SOLUTIONS, INC.'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..........................7
   ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............................................................9
   ITEM 7. FINANCIAL STATEMENTS................................................................................................17
   ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE................................17
   ITEM 8A. CONTROLS AND PROCEDURES............................................................................................17
PART III.......................................................................................................................18
   ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT....18
   ITEM 10. EXECUTIVE COMPENSATION.............................................................................................19
   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.....................20
   ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................................................................21
PART IV........................................................................................................................22
   ITEM 13. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K.............................................................22
   ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES............................................................................25
FINANCIAL STATEMENTS..........................................................................................................F-1
</TABLE>


                                       i
<PAGE>

                                     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 wholly-owned
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.

      The Company is now a government contracting firm. We presently provide,
through TeleScience, health related staffing services to federal and state
government clients. These clients include the U.S. Military, Veterans
Administration, Public Health Service and state correctional and health and
welfare facilities. Facilities include hospitals and clinics. The services
include both auxiliary care and professional care staffing. These staffing
positions include personnel in the dental, medical and pharmacy areas.
Occupational areas provided include nurses, nurse practitioners, dental
assistants, pharmacists and physicians. We are currently moving toward providing
similar services, commencing with nursing services, to non-government care
facilities. We also have a relationship which we expect will lead to our making
re-sales of third party products to federal and state homeland security
agencies. The initial products we expect to sell include decontamination
products, decontamination vehicles and supplies such as safety masks, gowns, and
hoods. Additional products have not yet been identified and will be a function
of government needs and our associate's ability to identify appropriate sources.
We have also established a relationship which we expect will lead to our
providing Information Technology services to the Federal Government. We are
initially exploring the prospects of providing these services to the Department
of Defense.

      The address of our website is www.telescience.com.

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 healthcare information technology. We will focus on the contract
opportunities for the medical personnel services and the homeland security
products including emergency equipment, decontamination products (mobile
decontamination trailer), vehicles and personal protective equipment previously
mentioned. We will take advantage of other opportunities we may deem desirable.


                                       1
<PAGE>

      Our ability to successfully expand requires significant revenue growth
from increased services performed for existing and new clients, as well as
strategic acquisitions and/or mergers and/or strategic relationships. 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 U.S. armed services, the Veterans Administration, and the Public Health
Service. 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 distributors of decontamination
products to serve the US Department of Homeland Security and state homeland
security agencies.

      Historically we have derived in excess of ninety five percent (95%) of our
revenues and believe that in the immediate future we will continue to 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 we hired a key
employee in January 2004. We have also completed the acquisition of Nurses PRN,
LLC for this purpose, as is more fully described in the Section entitled
"Subsequent Event" below. The main medical staffing services we provide are
nursing, dental assistants technicians, therapists, pharmacists and doctors. 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 provide 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.


                                       2
<PAGE>

      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.

Personnel

      As of June 30, 2005, Medical Staffing had one hundred three (103)
full-time employees and a total of one hundred seventy eight (178) employees
(full and part-time) working for the Company and located in twenty one (21) U.S.
states and the District of Columbia. During the calendar year 2004, the Company
hired ninety one (91) new employees and one hundred eleven (111) employees left
the Company. The Company's 2004 employee hires broken down by month are: January
(6), February (8), March (9), April (4), May (11), June (15), July (5), August
(12), September (5), October (5), November (5), and December (6). The Company's
2004 employee terminations broken down by month are: January (4), February (4),
March (10), April (10), May (10), June (14), July (16), August (8), September
(14), October (5), November (11), and December (5). The length of service for
these terminated employees ranged from 0 to 8.7 years with an average of 1.2
years.

      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.

Subsequent Event

      The Company entered into an asset purchase agreement, dated June 16, 2005
(the "Purchase Agreement"), by and among Nurses PRN Acquisition Corp., a Nevada
wholly-owned subsidiary of the Company ("SPV"), Nurses PRN, LLC, a Florida
limited liability company ("Nurses PRN") and the members listed therein
(collectively, the "Members") pursuant to which the SPV acquired substantially
all of the assets, properties, privileges, rights, interests, business and
goodwill belonging to Nurses PRN, of every kind and description, real, personal
and mixed, tangible and intangible and wherever located (the "Purchased
Assets"). The Purchased Assets include all cash items, securities and financial
instruments of Nurses PRN, all Fixed Assets, Accounts Receivable, Real Property
Leases, Intellectual Property, Material Contracts, Files and Records and
Goodwill (as each term is defined in the Purchase Agreement).

      As consideration for the Purchased Assets, SPV shall cause the Company to
issue and deliver 9,500,000 shares of common stock of the Company to Nurses PRN
to be delivered to the Members in the denominations set forth opposite each
Member's name on Exhibit A to the Purchase Agreement and 2,500,000 shares to a
creditor. SPV also paid to the Target One Million Six Hundred Thousand Dollars
($1,600,000) as a cash consideration. In addition to the share and cash
consideration, SPV shall pay a contingent payment to Nurses PRN which shall be
based on SPV's achievement of financial targets based on an EBITDA Target (as
defined in the Purchase Agreement) which shall not exceed Five Hundred Thousand
Dollars ($500,000).

      In addition to the Purchased Assets, SPV assumed certain Assumed
Liabilities (as defined in the Purchase Agreement) including (a) a Three Hundred
Sixty Five Thousand Four Hundred Eighty Seven and 50/100 Dollar ($365,487.50)
note payable issued to Jeff Dowling by SPV; (b) a Two Hundred Fifty Thousand
Dollar ($250,000) note payable to Mr. Aftabe Adamjee by SPV and (c) certain
general payables as set forth in Schedule 1.4 of the Purchase Agreement.


                                       3
<PAGE>

      We incurred professional costs associated with the Purchase Agreement to
our lawyers and accountants in an amount equal to approximately $50,000.00.

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 substantial 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 (12) 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 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 Will 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.


                                       4
<PAGE>

The Terms Of The Standby Equity Distribution Agreement May Restrict Our Ability
To Obtain Necessary Financing And Could Impede Us From Using Our Securities As
Consideration In Contracts Related To Our Operations

      Under the Standby Equity Distribution Agreement, we are restricted, during
the commitment period of the Standby Equity Distribution Agreement, from issuing
or selling any of our common stock without consideration or for consideration
per share less than the bid price of a share of our common stock on the date of
issuance. In addition, we are restricted from granting additional security
interests in our assets. We are also restricted from issuing or selling any
derivative security or other security granting the holder the right to acquire
our common stock without consideration or for consideration per share less than
the bid price of a share of common stock on the date of issuance. These
restrictions could impede us from using our securities as consideration in
contracts related to our operations, including, but not limited to, common stock
issued to consultants and vendors and obtaining additional financing. This may
force us to use our limited cash to pay third parties as opposed to issue our
securities and may also lead to certain parties deciding to not enter into
contracts with us an provide us with necessary financing. If we have difficulty
in entering into contracts related to our operations or obtaining additional
financing, we may be forced to curtail or cease our business operations.

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 factors may
negatively impact shareholders' ability to sell shares of the Company's common
stock.

Our Common Stock May Be Affected By Sales Of Short Sellers, Which May Affect
Shareholders' Ability To Sell Shares Of Our Common Stock

      As stated above, our common stock has experienced, and is likely to
experience in the future, significant price and volume fluctuations. These
fluctuations could 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 and the sale of
our common stock may negatively impact shareholders' ability to sell shares of
the Company's common stock.

      In addition, the significant downward pressure on the price of the common
stock as Cornell Capital Partners sells material amounts of common stock could
further encourage short sales by third parties. This could place further
downward pressure on the price of the 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.

      o     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.


                                       5
<PAGE>

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 Dr. Brajnandan B. Sahay, our Chairman, President, Acting
Principal Financial Officer and Chief Executive Officer. The loss of the
services of Dr. 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 Dr. 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. 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.

      On July 1, 2004, 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.


                                       6
<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 (the "Board") with rights, designations, preferences and other terms,
as may be determined by the Board 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 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, Dr. Sahay owned one hundred percent
(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 one hundred percent (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 $0.10 and $0.16 for a total value of $505,000.


                                       7
<PAGE>

      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 one hundred percent (100%) of the market price, which is defined as
the lowest volume weighted average price of the common stock during the five (5)
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 (7) 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 five percent (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, Dr. Sahay into 17,048,400 shares of common stock.


                                       8
<PAGE>

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

General

      The Company is a government contracting firm. We presently provide,
through our wholly-owned subsidiary, TeleScience, health related staffing
services to federal and state government clients. These clients include the U.S.
Military, Veterans Administration, Public Health Service and state correctional
and health and welfare facilities. The facilities include hospitals and clinics.
The services include both auxiliary care and professional care staffing. These
staffing positions include personnel in the dental, medical and pharmacy areas.
Occupational areas provided include nurses, nurse practitioners, dental
assistants, pharmacists and physicians. We are currently moving toward providing
similar services, commencing with nursing services, to non-government care
facilities. We also have a relationship which we expect will lead to our making
re-sales of third party products to the federal and state homeland security
agencies. The initial products we expect to sell include decontamination
products, decontamination vehicles and supplies such as safety masks, gowns, and
hoods. Additional products have not yet been identified and will be a function
of government needs and our associate's ability to identify appropriate sources.
We have also established a relationship which we expect will lead to our
providing Information Technology services to the Federal Government. We are
initially exploring the prospects of providing these services to the Department
of Defense.

      We attempt to price our contracts so that we can receive a reasonable
profit. In the competitive market in which we operate we have constraints at
both ends of our contract equation. If we price our services too high we either
will not win the contract or even if we are awarded the contract, since there
are often several successful awardees, our services will not be utilized since
they could be more expensive than the offerings of other successful awardees. At
the same time, if we price our contract too low, we will not have sufficient
revenues to attract the talent we need to provide the services while being
profitable under the contract. Without this talent we cannot achieve revenues
with profits.

      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
(12) 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:


                                       9
<PAGE>

            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 Condensed Consolidated Financial Statements,
which contain additional information regarding our accounting policies and other
disclosures required by GAAP.

Revenue Recognition

      Revenue on time-and-materials contracts is recognized based upon hours
incurred at contract rates plus direct costs. Revenue on fixed-price contracts
is recognized on the percentage-of-completion method based on costs incurred in
relation to total estimated costs. Anticipated losses are recognized as soon as
they become known. Provisions for estimated losses on uncompleted contracts are
made in the period in which such losses are determined.

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.

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 twenty
percent (20%) decrease in revenues in 2004 was primarily attributable to the
awarding to us of a lower number of government contracts for the providing of
services in the nursing industry to government facilities than we completed.
This was exacerbated by the completion of two major contracts which were not
re-competed. Additionally, there was reduced utilization of our services under
some of the ongoing contracts. While we cannot be certain why a contract was or
was not awarded, it is often a result of the pricing of the contract versus the
pricing of our competitors for the contract. Determinations of award are made by
the government contracting authority in charge of the award. We determined to
assure that we would receive an appropriate return at the risk of not being
awarded a contract, and in the face of anticipated increases in labor costs.

      We anticipate revenues to grow in the fiscal year ending 2005 as a result
of the award to us of new contracts, the proposals for which are presently in
the bidding and bid award process. As of June 30, 2005, we have five (5)
contract bids outstanding with an aggregate value of $15,554,313.04 and eleven
(11) contract bids which have been awarded to us with an aggregate value of
$1,512,100.00. The Company was also named as one of seven (7) successful bidders
in a $1,000,000,000 IDIQ (indefinite delivery indefinite quantity) contract in
the homeland security area with the state of Pennsylvania, and this contract had
recently been renewed through June 30, 2006. We also anticipate revenues to grow
as a result of our acquisition of Nurses PRN, which has aggregate revenues
greater than the Company. Although we do not have any current binding agreements
or LOIs with any other companies we do have several potential candidates that we
will most likely evaluate and pursue.


                                       10
<PAGE>

      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 seventy percent (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 (at the end of 2004 we had 49 contracts and at the end of 2003 we had
55 contracts) which reduced labor costs, but this was partially offset by the
increased wages and costs associated with fulfilling the contracts. All of our
contracts are for the provision of health related staffing. Unlike many
companies, our results are substantially a direct result of our hourly labor
wages versus our hourly reimbursement for providing those hourly health related
employees necessary to provide the labor, these costs increased during 2004.

      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 the lower
revenues, increases in wages per hour and other contract related expenses
(including subcontractor expenses) which could not be 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. Our general and professional liability insurance and our
health insurance substantially in creased . The increase in these expenses have
reflected the increase in costs generally in the economy and impacted on our
performance since they had to be absorbed by a lower revenue base. We anticipate
continued increases in operating expenses, in line with the economy, and will
have continuing expenses associated with being a public company.

      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. As interest rates increase
in 2005 this expense will increase and adversely affect our results. As we are
able to raise additional equity we anticipate reducing the debt principal
outstanding which will reduce the aggregate interest payments we are required to
make.

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.

      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.


                                       11
<PAGE>

      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.

      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.


                                       12
<PAGE>

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 in excess
of cash from operations from sale of equity securities and debt, which during
2003 and 2004 has included 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 (12) 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 ninety percent (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 sevent percent (7%) thereafter. The note was fully paid in 2004.

      In 1997, the Company borrowed $300,000 plus interest at ten percent (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.


                                       13
<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. 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 March 11, 2004, we entered into a Standby Equity Distribution Agreement
with Cornell Capital Partners. Pursuant to the Standby Equity Distribution
Agreement, we may, at our discretion, periodically sell to Cornell Capital
Partners shares of common stock for a total purchase price of up to $15.0
million. For each share of common stock purchased under the Standby Equity
Distribution Agreement, Cornell Capital Partners will pay 100% of the lowest
volume weighted average price of our common stock on the Over-the-Counter
Bulletin Board or other principal market on which our common stock is traded for
the five days immediately following the notice date. The number of shares
purchased by Cornell Capital Partners for each advance is determined by dividing
the amount of each advance by the purchase price for the shares of common stock.
Further, Cornell Capital Partners will receive five percent (5%) of each advance
under the Standby Equity Distribution Agreement as an underwriting discount.
Cornell Capital Partners is a private limited partnership whose business
operations are conducted through its general partner, Yorkville Advisors, LLC.
In addition, we engaged Newbridge Securities Corporation, a registered
broker-dealer, as our Placement Agent in connection with the Standby Equity
Distribution Agreement. For its services, Newbridge Securities Corporation had
previously received 10,000 shares of our common stock, equal to approximately
$1,400 based on Medical Staffing's stock price on March 11, 2004 when the shares
were issued. The effectiveness of the sale of the shares under the Standby
Equity Distribution Agreement was conditioned upon us registering the shares of
common stock with the Securities and Exchange Commission and obtaining all
necessary permits or qualifying for exemptions under applicable state law. The
costs associated with this registration will be borne by us. There are no other
significant closing conditions to draws under the Standby Equity Distribution
Agreement.

      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 a portion 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.

      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
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, the Company may evaluate potential acquisitions
involving complementary businesses, content, products or technologies.
Currently, the Company has entered into non-binding letters of intent to acquire
certain assets of A&T Systems, Inc. ("A&T") and Staff Relief, Inc. and has
completed its acquisition of Nurses PRN as of June 16, 2005. Nurses PRN will
substantially increase the Company's operations in the private healthcare
nursing sector. It will more than triple the Company's sales revenue, is
anticipated to make a positive contribution to overhead and earnings and provide
us an entry vehicle into the commerical nurse staffing arena. Cash flow from the


                                       14
<PAGE>

operations of the assets of Nurses PRN is anticipated to be utilized in the
growth of the business and reduction of present cash shortfalls as well as debt
reduction. The acquisition has been funded from the Standby Equity Distribution
Agreement, the assumption of debt and the issuance of restricted shares of the
Company. Although initially the acquisition may not be accretive to earnings, we
anticipate that the acquisition will rapidly become profitable and we will
recognize economies of scale in areas, such as California, where we are both
operating.

      The present status of the other acquisitions is uncertain; particularly
with regard to A&T, as previously reported, that LOI has terminated by its
terms. The Company still anticipates moving forward with Staff Relief, Inc. and
is preparing to evaluate other potential acquisitions. The Company'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 the Company is unable to raise sufficient funds to meet
its long-term capital needs, there is a risk that the Company will be required
to cease operations.

      Our purchase prices for our various acquisitions will be disclosed at the
time the acquisition is consummated. Our funding for the acquisitions will come
from a combination of our stock, cash, our Standby Equity Distribution
Agreement, seller financing and debt assumption.

Plan of Operation

      The Company, through our 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

            o     Technology

      The Medical Systems operations specialize 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, the Company intends to expand to provide
long-term staffing of nurses (RNs and LPNs) to private hospitals in Virginia,
Maryland and D.C., as well as sections of Pennsylvania.

      The Technology operations specialize 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 IT 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 Veterans
Administration. The Company is planning to do this through acquisitions in the
private healthcare field.

      In May 2002, 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. This contract expires in September 2005 and the Company intends to
participate in the re-competition of the contract.

      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 September 2004, the Company signed new master contracts with the
California State Department of Corrections for Contract Nursing Staff. These
contracts, each a multiple award vendor award have estimated ceiling values of
$50 million and $4.11 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 yet made any sales pursuant to these
contracts.


                                       15
<PAGE>

      During 2004 the Company was awarded an extension of contracts for medical
services that the Company holds on a number of U.S. Air Force bases and on which
it has performed during the period ending March 31, 2005.

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.

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. This expansion has been accelerated by our acquisition
of Nurses PRN which occurred subsequent to the period of this filing.

      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. In 2004 the Company hired ninety one
(91) new employees and one hundred eleven (111) employees left the Company.
Medical Staffing is in the process of establishing a national recruiting center
in Vienna, Virginia for the recruitment of health care professionals to rectify
such turnover and to meet such needs on a regular basis, as well as its future
contract requirements on a proactive basis. 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 30, 2004, Medical Staffing
entered into a non-binding letter of intent with 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. The A&T letter of intent expired on April 14,
2005. There can be no assurance that a definitive agreement will be entered into
with A&T.

Develop a Homeland Security Marketing Plan

      We view 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. The Company has invested approximately Two
Hundred Thousand Dollars ($200,000) to develop a presence in this area. The
initial managers of this segment of the business were unable to produce as
expected and have been replaced by a new director of marketing and sales. 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. As of
June 30, 2005 the companies have not collaborated on any bids. The specific
relationship of the parties to one another will be determined at the time of
each bid. Medical Staffing's present marketing plan in the homeland security
arena is to utilize the power and expertise of its alliances and its own sales


                                       16
<PAGE>

force to market decontamination products. The alliances are with several
minority owned businesses that have disabled veteran owner status. This
marketing plan further extends marketing of emergency equipment, decontamination
products (mobile decontamination trailer), vehicles and personal protective
equipment to federal, state, and local governments. The Company was named as one
of seven (7) successful bidders 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 through June 30, 2006.
The successful bidders have the opportunity to provide the equipment to be
ordered by the State when and if the State determines to purchase such
equipment. It provides the Company the opportunity, but not the guaranty, to
make sales to Pennsylvania. The Company has not received any revenues under the
IDIQ contract. The Company has not yet made any sales pursuant to these
contracts.

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 changes in its internal controls during the
Company's last fiscal quarter or in other factors that have materially affected,
or are reasonably likely to materially 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. The term
"disclosure controls and procedures" is defined in Rules 13a-15(e) and 15d-15(e)
of the Securities Exchange Act of 1934, as amended the ("Exchange Act"). This
term refers to the controls and procedures of a company that are designed to
ensure that the information required to be disclosed by a company in the reports
that it files under the Exchange Act is recorded, processed, summarized, and
reported within the required time periods. The company concludes that our
disclosure controls and procedures were effective at ensuring that required
information will be disclosed on a timely basis in our reports filed under the
Exchange Act.


                                       17
<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>                                         <C>
Brajnandan B. Sahay        60       Chairman of the Board of Directors,         September 25, 2003 to Date
                                    President, Chief Executive Officer and
                                    Principal Financial Officer

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

      Since Dr. Sahay is the sole director of Medical Staffing, there are no
family relationships between or among the directors, executive officers or any
other person. Dr. Sahay is not a director of any company that files reports with
the Securities and Exchange Commission, nor has he been involved in any
bankruptcy proceedings, criminal proceedings, any proceeding involving any
possibility of enjoining or suspending Dr. 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.


                                       18
<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                                                                   RESTRICTED
  PRINCIPAL                                                     OTHER           STOCK        UNDERLYING         OTHER
  POSITION               YEAR      SALARY        BONUS      COMPENSATION        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 Dr. Sahay, the Company is obligated to grant 3,000,000
options to purchase common stock of the Company to Dr. Sahay. Upon the adoption
of a stock option plan, the Company will issue these options to Dr. 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 Dr. Sahay entered into a
five-year employment agreement, with an option to renew for additional one-year
period. Pursuant to the Employment Agreement, Dr. Sahay will serve as Medical
Staffing's President and Chief Executive Officer or other executive officer of
the Company. Dr. Sahay will receive $250,000 per year, four weeks paid vacation,
a car allowance and will be reimbursed for business expenses. Dr. 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, Dr.
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.


                                       19
<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.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
----------------------------------------------------------------------------------------------------------------------------
                                       Name and Address                   Amount and Nature of Beneficial        Percentage
  Title of Class                      of Beneficial Owner                            Ownership                  of Class (1)
------------------   ------------------------------------------------     -------------------------------       ------------
<S>                  <C>                                                              <C>                            <C>
Common               Brajnandan B. Sahay                                              47,362,722                     34.68%
                     8150 Leesburg Pike, Suite 1200
                     Vienna, Virginia 22182

Total                                                                                 47,362,722                     34.68%

<CAPTION>
                        SECURITY OWNERSHIP OF MANAGEMENT
----------------------------------------------------------------------------------------------------------------------------
                                       Name and address                   Amount and Nature of Beneficial         Percentage
  Title of Class                     of Beneficial Owner                             Ownership                   of Class (1)
------------------   ------------------------------------------------     -------------------------------       ------------
<S>                  <C>                                                              <C>                            <C>
Common              Brajnandan 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
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.


                                       20
<PAGE>

      The Company currently has no outstanding employee option plans. However,
pursuant to the Company's Employment Agreement with Dr. Sahay, the Company is
obligated to grant 3,000,000 options to purchase common stock of the Company to
Dr. Sahay. Upon the adoption of a stock option plan, the Company will issue
these options to Dr. 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
                                                                      NUMBER OF                           FOR FUTURE ISSUANCE
                                                                  SECURITIES TO BE                            UNDER EQUITY
                                                                    ISSUED UPON       WEIGHTED-AVERAGE    COMPENSATION PLANS
                                                                    EXERCISE OF       EXERCISE PRICE OF       (EXCLUDING
                                                                    OUTSTANDING          OUTSTANDING          SECURITIES
                                                                  OPTIONS, WARRANTS   OPTIONS, WARRANTS   REFLECTED IN COLUMN
                                                                     AND RIGHTS           AND RIGHTS              (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.


                                       21
<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.
--------------------------------------------------------------------------------------------------------------------------
<S>             <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            Company's Annual Report on Form 10-KSB as filed with
                Brajnandan B. 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>


                                       22
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
EXHIBIT
NO.
--------------------------------------------------------------------------------------------------------------------------
<S>             <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>


                                       23
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
EXHIBIT
NO.
--------------------------------------------------------------------------------------------------------------------------
<S>             <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>


                                       24
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
EXHIBIT
NO.
--------------------------------------------------------------------------------------------------------------------------
<S>             <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.


                                       25
<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 July 21, 2005.

July 21, 2005                   MEDICAL STAFFING SOLUTIONS, INC.


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


                                       26
<PAGE>

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

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                                                             PAGE(S)
<S>                                                                                                           <C>
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 Stockholder's Equity (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
</TABLE>

<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 substantial 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


                                       1
<PAGE>

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

<TABLE>
<CAPTION>
                                     ASSETS
                                                                                        2004              2003
                                                                                     -----------       -----------
<S>                                                                                  <C>               <C>
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
                           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           $      (0.03)      $      (0.01)
                                                ============       ============

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                              62,372,351         41,200,000
                                                ============       ============

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


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                      Common Stock        Additional     Subscription
Description                                     Shares        Amount   Paid -in 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)
                                                                       -----------       -----------

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                                                        1,680,000                --
 (Payments) on standby equity distribution agreement/
  promissory note                                                         (365,000)               --
 (Decrease) in amounts due related parties                                 (24,667)         (101,386)
 Advances from related parties                                              19,666                --
 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                             2,395,701           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" or "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
                           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.
Specifically, the Company records the contract revenue on the gross basis,
whereby the revenue is recorded when billed to the customer for the services
performed.

Cost is recorded on the accrual basis as well, when the services are incurred
rather than paid. The Company provides for reimbursement of costs through the
use of a voucher system. Any out-of-pocket expenses incurred on behalf of the
Company must be accompanied by a corresponding receipt and related voucher.


                                       7
<PAGE>

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

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term
investments with an initial maturity of three (3) 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


                                       8
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           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 ("SEDA").
The SEDA 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. The
Company's policy as it relates to commitment fees is to capitalize and amortize
those expenditures over the life of the financial instrument. Other fees and
costs associated with the SEDA are expensed as incurred.

Stock-Based Compensation

Employee stock awards under the Company's compensation plans are accounted for
in accordance with Accounting Principles Board Opinion No. 25 ("APB 25"),
"Accounting for Stock Issued to Employees", and related interpretations. The
Company provides the disclosure requirements of SFAS No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123"), and related interpretations. Stock-based
awards to non-employees are accounted for under the provisions of SFAS 123 and
the Company adopted the enhanced disclosure provisions of SFAS No. 148
"Accounting for Stock-Based Compensation - Transition and Disclosure," an
amendment of SFAS No. 123.

The Company measures compensation expense for its employee stock-based
compensation using the intrinsic-value method. Under the intrinsic-value method
of accounting for stock-based compensation, when the exercise price of options
granted to employees is less than the estimated fair value of the underlying
stock on the date of grant, deferred compensation is recognized and is amortized
to compensation expense over the applicable vesting period.

The Company measures compensation expense for its non-employee stock-based
compensation under the Financial Accounting Standards Board (FASB) Emerging
Issues Task Force (EITF) Issue No. 96-18, "Accounting for Equity Instruments
that are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services". The fair value of the option issued is used to
measure the transaction, as this is more reliable than the fair value of the
services received. Fair value is measured as the value of the Company's common
stock on the date that the commitment for performance by the counterparty has
been reached or the counterparty's performance is complete. The fair value of
the equity instrument is charged directly to compensation expense and additional
paid-in capital.


                                       9
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           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:

<TABLE>
<CAPTION>
                                                                      December 31,       December 31,
                                                                          2004               2003
                                                                      ------------       ------------
<S>                                                                   <C>                <C>
            Net Loss                                                  $ (2,111,663)      $   (293,624)
                                                                      ------------       ------------
            Weighted-average common shares outstanding (Basic)          62,372,351         41,200,005
            Weighted-average common stock equivalents:
            Stock options and warrants                                          --                 --
            Weighted-average common shares outstanding (Diluted)        62,372,351         41,200,005
                                                                      ============       ============
</TABLE>

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.


                                       10
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           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.


                                       11
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           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.


                                       12
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           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.


                                       13
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           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).

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.


                                       14
<PAGE>

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

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.

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
                           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
                           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
                           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
                           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 and
subsequent asset purchase agreement with Nurses PRN, LLC dated as of June 16,
2005 pursuant to which the Company acquired Nurses PRN, LLC.

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.

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.


                                       19
<PAGE>

                 MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           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
                           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 substantial 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.

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.

On June 16, 2005 the Company entered into an asset purchase agreement with
Nurses PRN, LLC pursuant to which the Company acquired Nurses PRN, LLC.


                                       21