UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

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

              FOR THE FISCAL YEAR ENDED        COMMISSION FILE NO.
                   DECEMBER 31, 2006                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. EmployerIdentification No.)
incorporation or organization)


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


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


Prior to this amendment, this filing mistakenly reported that revenues on fixed
price contracts are recognized on the percentage-of completion method based on
costs incurred in related to total estimated costs. This disclosure has been
amended to reflect that revenues are recognized when services have been supplied
and the customer has been invoiced. This disclosure appears in amended Item 6.

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

General

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

Business

Medical Staffing is a provider of specialty medical staffing services throughout
the country. 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. Through our wholly-owned subsidiary, Nurses Onsite Corp., we provide
health related staffing services to private for-profit and non-profit acute care
facilities in ten (10) states. These clients include some of the largest
hospital chains in the country as well as small, single location facilities. We
provide Registered Nurses (RN), Licensed Practical Nurses (LPN), various types
of therapists and Certified Nursing Assistants (CAN's). the majority of our
health care workers in the NOC subsidiary are RN's.


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The Nurses Onsite Corp. Business

Nurses Onsite Corp. is a provider of per diem nurses to private hospitals.
Nurses Onsite Corp. maintains a listing of nurses having a variety of skills and
who may be called upon to fill appropriate open shift positions at hospitals.
Nurses Onsite Corp. establishes relationships with various hospitals who call
upon Nurses Onsite Corp. to fulfill their needs for nurses due to vacancies
created by vacations, increased patient loads or similar need situations as well
as for extended periods.

Revenues have grown as a result of our acquisition of Nurses Onsite Corp., which
has aggregate revenues greater than Medical Staffing. Nurses Onsite Corp. has
substantially increased the Company's operations in the private healthcare
nursing sector. The acquisition has made a positive contribution and has
provided us an entry vehicle into the commercial nurse staffing arena. Nurses
Onsite Corp. is operating in fourteen (14) staffing locations in eight (8)
states (including Virginia) and has more than 1,000 nurses that it can call upon
to fulfill the needs of over two hundred (200) hospitals it presently services.

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.

Going Concern

As reflected in the Company's financial statements for the year ended December
31, 2006, the Company's accumulated deficit of $11,767,037 and its working
capital deficiency of $6,487,159 raise substantial doubt about its ability to
continue as a going concern. The ability of the Company to continue as a going
concern is dependent on the Company's ability to raise additional debt or
capital. The financial statements for year ended December 31, 2006 do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.

Critical Accounting Policies And Estimates

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

o Revenue recognition;

o Allowance for doubtful accounts; and

o Accounting for income taxes.

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

Material Weaknesses in Internal Controls

A material weakness existed as of December 31, 2006, with regard to insufficient
personnel in the accounting and financial reporting function due to the size of
the Company which prevents the ability to employ sufficient resources to have
adequate segregation of duties within the internal control system. This material
weakness affected management's ability to effectively review and analyze
elements of the financial statement closing process and prepare consolidated
financial statements in accordance with U.S. GAAP.


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In addition, a material weakness existed as of December 31, 2006, in controls
over closing procedures due to a number of adjustments made at the end of the
three-month period. There were deficiencies in the analysis and reconciliation
of equity accounts, which were indicative of a material weakness in controls
over the accounting and reporting of capital transactions.

In order to remediate this material weakness in our internal control over
financial reporting, management is in the process of designing and implementing
and continuing to enhance controls to aid in the correct preparation, review,
presentation and disclosures of our Consolidated Financial Statements. We are
continuing to monitor, evaluate and test the operating effectiveness of these
controls.

Revenue Recognition

Revenue on time-and-materials contracts is recognized based upon hours incurred
at contract rates plus direct costs. The terms of our contracts call for he
Company to invoice for a fixed set fee based on an hourly rate per individual.
Each period, the Company invoices the customer for the amount of services
rendered for said period. The Company records revenue when the services have
been supplied and the customer has been invoiced. 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 Fiscal Year Ended December 31, 2006, Compared To
The Fiscal Year Ended December 31, 2005

                                    Revenues

Revenues for the fiscal year ended December 31, 2006 were $18,849,163, an
increase of $6,503,578, as compared to revenues of approximately $12,345,585 for
the fiscal ended December 31, 2005. The increase in revenues in 2006 was
attributable to the acquisition of Nurses Onsite Corp.

                                  Cost of Sales

Cost of sales for the year ended December 31, 2006, was $13,870,189 million, or
seventy-four percent (74%) of revenues, as compared to $8,379,213 or sixty-eight
percent (68%) of revenues, for the year ended December 31, 2005. The percentage
increase in cost of sales for the year ended December 31, 2006 was primarily
attributable to the fact that the margin on the Nurses Onsite Corp. contracts
are lower than those within the TeleScience part of the Company, and a full
year of operations for NOC was recorded in 2006 for the first time.

                                  Gross Profit

Gross profit for the year ended December 31, 2006, was $4,978,974, or twenty-six
percent (26%) of revenues, as compared to gross profit of $3,966,372 or
thirty-two percent (32%) of revenues, for the year ended December 31, 2005.

                               Operating Expenses

Operating expenses for the year ended December 31, 2006, were $8,575,531 or
forty-five percent (45%) of revenues, as compared to $6,207,131 or fifty percent
(50%) of revenues, for the year ended December 31, 2005. The increase in
operating expenses in 2006 was primarily attributable to increased cost of
general administrative expenses.

                             Other Income (Expense)

Other income (expense) for the year ended December 31, 2006, was $(353,639) as
compared to $(147,553) for the year ended December 31, 2005. The increase was
due to higher interest expenses incurred as result of increased sales volume.
Increased sales volume resulted in higher factoring costs, therefore more was
borrowed and a higher interest expense was incurred.


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                                    Net Loss

The Company had a net loss of $3,950,196 for the year ended December 31, 2006,
compared to a net loss of $2,388,312 for the year ended December 31, 2005. The
increased loss of $1,561,884 was mainly attributable to settlement of a lawsuit.

Liquidity and Capital Resources

The Company'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. The Company incurred a net
loss of $3,950,196 and $2,388,312 for the years ended December 31, 2006 and
2005, respectively, and had an accumulated deficit of $11,767,037 for the year
ended December 31, 2006. Management recognizes that they must generate
additional resources to enable them to continue operations. Management is
planning to obtain additional capital principally through the sale of equity
securities. 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 the Company will be successful in these
activities. Should any of these events not occur, the accompanying consolidated
financial statements will be materially affected.

Furthermore, as of December 31, 2006 TeleScience and Nurses Onsite are
delinquent in paying payroll taxes of $375,107 and $1,123,669 approximately
without penalty and interest, respectively. The Company is also deliquent in
paying state taxes of $300,000 approximately as of December 31, 2006. There can
be no assurance that the ultimate liability for these employee payroll costs
will not have a material adverse effect on the Company's financial condition,
result of operations or cash flows.

Cash used in operating activities was $1,581,128 for the year ended December 31,
2006, compared to $3,015,226 for the same period in 2005. Cash used in 2005
would have been higher due to the Nurses OnSite Corp. acquisition which closed
in July 2005.

Cash used in investing activities was $19,800 for the year ended December 31,
2006, compared to cash used by investing activities of $1,680,642 for the year
ended December 31, 2005. This increase was principally due to the acquisition of
Nurses OnSite Corp.

Net cash provided by financing activities was $1,323,842 for the year ended
December 31, 2006, compared to $4,964,018 during the same period in 2005. This
was mainly due to the funding through convertible debentures and the Standby
Equity Distribution Agreement.

Additionally, the Company maintains a small credit line with a bank. There was
no balance outstanding for the year ended December 31, 2005.

On January 1, 2005, Medical Staffing and Dr. Brajnandan B. Sahay entered into a
five (5) year employment agreement. Pursuant to the employment agreement, Dr.
Sahay shall serve as Medical Staffing's President and Chief Executive Officer or
other executive officer of Medical Staffing. Dr. Sahay will receive a salary of
$250,000 per year, four (4) 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 Medical Staffing
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 Medical
Staffing at an exercise price equal to the average of the closing price of
Medical Staffing's common stock for the ten (10) days immediately preceding
September 30 of the applicable year.

On January 5, 2005, Medical Staffing received $2,000,000 in return for a
promissory note issued to Cornell Capital Partners which was subsequently
amended on June 7, 2005. On April 26, 2005, Medical Staffing received $500,000
in return for a promissory note issued to Cornell Capital Partners which was
amended on June 7, 2005. These promissory notes terminated on September 2, 2005
upon the issuance and sale to Cornell Capital Partners of the Convertible
Debenture as is more fully described below.


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On July 1, 2005 we completed the Asset Purchase Agreement, whereby Medical
Staffing, through our wholly-owned subsidiary, NPRN, acquired the business of
Nurses PRN, LLC. As consideration for the purchased assets, Medical Staffing
agreed to issue and deliver 9,500,000 shares of our common stock to Nurses PRN,
LLC to be delivered to the members of Nurses PRN, LLC and 2,500,000 shares to a
creditor. NPRN paid Nurses PRN, LLC $1,600,000 as a cash consideration and
agreed to pay a contingent payment based on NPRN's achievement of certain
financial targets which shall not exceed $500,000. Medical Staffing also assumed
certain assumed liabilities including: (a) a $365,487 note payable issued to Mr.
Jeff Dowling by NPRN; (b) a $250,000 note payable to Mr. Aftab Adamjee by NPRN
and (c) certain general payables as set forth in the Purchase Agreement. We
incurred professional costs associated with the Purchase Agreement to our
lawyers and accountants in an amount equal to approximately $50,000. The
acquisition was funded by a promissory note.

Effective August 10, 2005, the Company issued to Cornell Capital Partners a
common stock purchase warrant (the "August Warrant") in connection with a
commitment for the $50,000,000 Standby Equity Distribution Agreement. The
Company and Cornell Capital Partners simultaneously terminated the August
Warrant upon the Company issuing the December Warrant on December 13, 2005, as
is more fully described herein below.

On September 2, 2005, the Company entered into a Securities Purchase Agreement
with Cornell Capital Partners whereby the Company issued and sold to Cornell
Capital Partners up to $2,113,332 of secured convertible debentures
(collectively, the "Convertible Debenture") which were convertible into shares
of the Company's common stock. The Convertible Debenture was fully paid off upon
entering into the Investment Agreement with Cornell Capital Partners on December
13, 2005.

On December 13, 2005, the Company entered into an Investment Agreement with
Cornell Capital Partners pursuant to which the Company issued and sold to
Cornell Capital Partners and Cornell Capital Partners purchased from the
Company, Three Million Dollars ($3,000,000) of Series A Preferred shares which
shall be convertible into shares of the Company's common stock and which amount
shall solely consist of (a) the surrendering of that certain Convertible
Debenture held by Cornell Capital as of September 2, 2005 equal to $2,184,201
($2,113,332) in principal plus $70,869 in accrued interest) and (b) an
additional cash amount equal to Eight Hundred Fifteen Thousand Seven Hundred
Ninety-Eight Dollars ($815,798), of which Four Hundred Thousand Dollars
($400,000) has been funded as of December 13, 2005 and the remaining Four
Hundred Fifteen Thousand Seven Hundred and Ninety-Eight Dollars ($415,798) has
been funded as of January 27, 2006 pursuant to the Investor Registration Rights
Agreement dated as of December 13, 2005.

The Series A Preferred shares have the designations, preferences and rights set
forth in the Certificate of Designation as filed with the Secretary of State for
the State of Nevada on December 16, 2005. The holders of Series A Preferred
shares have the sole right and discretion to elect conversion at any time and
from time to time into such number of fully paid and non-assessable shares of
common stock equal to the quotient of $1.00 per share divided by the Conversion
Price (as defined herein below), subject to certain adjustments as is more fully
set forth in the Certificate of Designation. However, no holder of Series A
Preferred shares shall be entitled to convert the Series A Preferred shares to
the extent, but only to the extent, that such conversion would, upon giving
effect to such conversion, cause the aggregate number of shares of common stock
beneficially owned by such holder to exceed 4.99% of the outstanding shares of
common stock following such conversion (which provision may be waived by such
holder by written notice from such holder to the Company, which notice shall be
effective sixty-one (61) days after the date of such notice).

The "Conversion Price" is equal to ninety-five percent (95%) of the lowest
volume weighted average of the common stock for the thirty (30) trading days
immediately preceding the date of conversion, as quoted by Bloomberg LP. At a
recent stock price of $0.025 per share, we would have to issue 126,315,790
shares of common stock if Cornell Capital Partners elected to convert the entire
3,000,000 shares of convertible Series A Preferred stock held by Cornell Capital
Partners pursuant to the Investment Agreement. However, our current Articles of
Incorporation authorize us to issue 300,000,000 shares of common stock. We are
registering 114,000,000 shares of our common stock pursuant to the Investment
Agreement. If we need to issue more than the 114,000,000 shares in order to
satisfy Cornell Capital Partner's election to convert the 3,000,000 shares of
Series A Preferred stock, we will have to obtain shareholder approval to amend
our Articles of Incorporation to increase our authorized common stock and we
will have to file a new registration statement covering any additional shares.

At the option of the holders if there are outstanding Series A Preferred shares
on December 13, 2008, each Series A Preferred share shall convert into shares of
common stock at the Conversion Price then in effect on December 13, 2008. The
holders of Series A Preferred shares shall vote with the holders of common stock
on an as converted basis as of the time a vote is taken and not as separate
classes.

On December 13, 2005, the Company issued to Cornell Capital Partners a common
stock purchase warrant (the "December Warrant") whereby Cornell Capital Partners
is entitled to purchase from the Company, upon exercise of the December Warrant,
Fifteen Million (15,000,000) fully paid and nonassessable shares of our common
stock at an exercise price of $0.03 (or as subsequently adjusted pursuant to the
terms of the December Warrant). The December Warrant has "piggyback"
registration rights and expires five (5) years from the date of issuance, on or
about December 13, 2010. Upon issuing the December Warrant on December 13, 2005
the Company and Cornell Capital Partners simultaneously terminated the August
Warrant.

On March 13, 2006 (the "Transaction Date"), the Company entered into an Amended
and Restated Investment Agreement with Cornell Capital Partners, LP ("Cornell
Capital") pursuant to which the Company issued and sold to Cornell Capital, and
Cornell Capital purchased from the Company, Four Million Four Hundred Thousand
Dollars ($4,400,000) of Series A Preferred shares which shall be convertible
into shares of the Company's common stock, of which Three Million Dollars
($3,000,000) was previously funded pursuant to that certain Investment
Agreement, dated as of December 13, 2005, by and between the Company and Carnell
Capital and the remaining One Million Four Hundred Thousand Dollars ($1,400,000)
was funded on the Transaction Date. The Series A Preferred shares shall be
convertible into shares of the Company's common stock, which will be registered
pursuant to that certain Amended and Restated Investor Registration Rights
Agreement dated as of the Transaction Date.


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The Series A Preferred shares have the designations, preferences and rights set
forth in the Amended and Restated Certificate of Designation as filed with the
Secretary of State for the State of Nevada effective March 13, 2006. The holders
of Series A Preferred shares have the sole right and discretion to elect
conversion at any time and from time to time into such number of fully paid and
non-assessable shares of common stock equal to the quotient of the Liquidation
Amount ($1.00) divided by the Conversion Price (as defined herein below),
subject to certain adjustments as is more fully set forth in the Certificate of
Designation. However, no holder of Series A Preferred shares shall be entitled
to convert the Series A Preferred shares to the extent, but only to the extent,
that such conversion would, upon giving effect to such conversion, cause the
aggregate number of shares of common stock beneficially owned by such holder to
exceed 4.99% of the outstanding shares of common stock following such conversion
(which provision may be waived by such holder by written notice from such holder
to the Company, which notice shall be effective sixty-one (61) days after the
date of such notice). The "Conversion Prices" is equal to ninety-five percent
(95%) of the lowest volume weighted average of the common stock for the thirty
(30) trading days immediately preceding the date of conversion, as quoted by
Bloomberg LP. The holders of Series A Preferred shares shall vote with the
holders of common stock on an as converted basis as of the time a vote is taken
and not as separate classes.

On March 13, 2006, the Company issued to Cornell Capital four (4) warrants to
purchase an aggregate of Eighty Million (80,000,000) shares of the Company's
common stock as follows: (i) a warrant to purchase Thirty Million (30,000,000)
shares of the Company's Common Stock for a period of five (5) years at an
exercise price of $0.005 per share; (ii) a warrant to purchase Thirty Million
(30,000,000) shares of the Company's Common Stock for a period of five (5) years
at an exercise price of $0.01 per share; (iii) a warrant to purchase Ten Million
(10,000,000) shares of the Company's Common Stock for a period of five (5) years
at an exercise price of $0.015 per share; and (iv) a warrant to purchase Ten
Million (10,000,000) shares of the Company's common stock for a period of five
(5) years at an exercise price of $0.02 per share. The shares of the Company's
common stock issuable upon exercise of the Buyer's Warrant shall have
"piggy-back" and demand registration rights and expire five (5) years from the
date of issuance, on or about March 13, 2011.

On March 13, 2006, the Parties entered into a Termination Agreement, pursuant to
which the Parties terminated that certain Escrow Agreement, dated December 13,
2005, by and among the Parties and David Gonzalez, Esq., as escrow agent.

From time to time, the Company may evaluate potential acquisitions involving
complementary businesses, content, products or technologies. We currently do not
have any planned acquisitions. Medical Staffing is investigating other potential
acquisitions and co-ventures, and any such future engagements will be subject to
available financing.

Medical Staffing's future capital requirements will depend on many factors, such
as the success of our operations, economic conditions and other factors
including the results of future operations. If Medical Staffing is unable to
raise sufficient funds to meet its long-term capital needs, there is a risk that
Medical Staffing will be required to cease operations.

Plan Of Operations

Medical Staffing (through our wholly-owned subsidiary, Nurses Onsite Corp.)
provides:

o long-term per diem staffing of nurses (RNs,LPNs, CNAs and RTs) to provider
hospitals in Virginia, Maryland, D.C., Florida, Texas, Nevada, Arizona,
Louisiana, Georgia and California.

Medical Staffing (through our wholly-owned subsidiary, TeleScience) provides:

o medical staffing services, and

o information technology ("IT") and telecommunications services.

TeleScience provides two (2) categories of services:

o medical systems ("Medical Systems") and

o technology ("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.
The Company expanded its operations in 2005 to provide long-term staffing of
nurses (RNs and LPNs) to private hospitals. This expansion was accelerated by
our acquisition of Nurses PRN, LLC, which we completed on July 1, 2005.


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The Technology operations specialize in long-term professional consulting and
staffing of experienced and qualified IT personnel in the government and private
sectors. We also provide systems integration and IT services.

In May 2002, the Company was awarded a three (3) year $2.6 million dollar
contract with the U.S. 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 has been extended through September 2006.

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 with a multiple vendor award, have estimated ceiling values of $50 million
and $4.11 million, respectively, and are effective for three (3) years starting
October 1, 2004. These contracts allow the Company to compete for this amount of
business.

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 December 31, 2005.

In July 2005, Medical Staffing through our wholly-owned subsidiary Nurses PRN
Acquisition Corp. (then "NPRN" and now "Nurses Onsite Corp.") completed our
acquisition of all of the assets of Nurses PRN, LLC, a per diem nurse provider
to private hospitals. Nurses Onsite Corp. extends the Company's operations into
the private healthcare nursing sector and will significantly increase the
Company's sales revenue.

In July and August 2005, Nurses Onsite Corp. opened new locations in Virginia
and Arizona, respectively.

The New Orleans location of Nurses Onsite Corp. was completely destroyed during
Hurricane Katrina in August 2005. This location had been contributing annual
revenues of approximately $1.5 million, all of which abruptly ended as a result
of the hurricane. The office was closed from August 2005 through and is expected
to reopen on March 30, 2006 on a part-time basis.

On January 1, 2006, Mr. Robert Murphy was appointed to serve as Chief Operating
Officer of the Company, Dr. L. Carl Jacobsen was appointed to serve as Vice
President - General Counsel and Ms. Reeba Magulick was appointed to serve as
Vice President - Corporate Marketing. Mr. Murphy, who is now subject to a
lawsuit, is no longer with the Company since December 28, 2006. Also, as a
result of reorganization, Dr. Jacobsen and Ms. Magulick are no longer corporate
officers.

Management Strategy

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

Management's Strategic Plan for Future Growth & Expansion

The Management's strategic plan for future growth and expansion is threefold:
(1) expand its medical services into the private sector; (2) enhance
recruitment; and (3) acquire suitable companies. Although the Company is a party
to that certain IDIQ Contract with Commonwealth of Pennsylvania for supplying
homeland security products and equipment, we are not actively pursuing such
business at this time. There have been no sales made pursuant to such IDIQ
Contract.

Expansion of Medical Services into the Private Sector. In January 2004, Medical
Staffing hired a seasoned executive to direct Medical Staffing'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 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, LLC
(hereinafter "Nurses Onsite Corp.") which was completed on July 1, 2005. Over
the next twelve (12) months Nurses Onsite Corp. plans to establish operations in
several additional states and additional locales within the states in which it
operates.

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 - specially registered nurses in the
United States. Subsequent to our acquisition of Nurses Onsite Corp., the Company
opened a national recruiting office and is also recruiting through the Nurses
Onsite Corp. office.

Overseas Recruiting of Registered Nurses. One of the largest shortages 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.


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<PAGE>

Domestic Recruiting of Health Care Professionals. Medical Staffing has a
constant need for recruiting medical and non-medical professionals for filling
positions created by newly won contracts or for filling vacancies caused by
turnover, terminations, or relocations. Medical Staffing has established a
recruiting division for the recruitment of health care professionals to rectify
such turnover and to meet such employment needs on a regular basis, as well as
its future contract requirements on a proactive basis. The Company also uses
newspaper and internet media extensively for this purpose. NOC's website was
recently enhanced to provide for online applications for jobs open or for future
upcoming positions.

Subsequent Events

On February 22, 2007, the Company which was previously being funded by Systran
Financial Services through factoring of its account receivables, entered into an
agreement to refinance its existing pre-petition and post-petition factoring
indebtedness with AmeriSource, a new factoring company for factoring its
existing and future pre-petition and post-petition account receivables.
AmeriSource provided the company a maximum of $5,000,000 credit limit with
automatic increase as business grows, 92% advance rate on billed invoices and a
fee of 0.043% daily rate for the first 95 days; 0.100% daily rate thereafter.

The Company is partially delinquent in making its first quarter payroll taxes in
the amount of approximately $180,000. The Company has made arrangements with
AmeriSource, its funding company, to eliminate this delinquency as funds are
received from services previously rendered by the Company.

On December 27, 2006 the Registrant and two of its domestic subsidiaries filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy
Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the
Eastern District of Virginia (Alexandria Division) ("Bankruptcy Court"). Case
nos.: 06-11822, 06-11821, and 06-11823. Each of the Registrant and each of the
subsidiaries remains in possession of its assets and properties and continues to
operate its business as a "debtor-in-possession" under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions of the
Bankruptcy Code and Orders of the Bankruptcy Court.

Recent Accounting Pronouncements


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<PAGE>

On December 16, 2004, FASB issued Statement of Financial Accounting Standards
No. 153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29,
Accounting for Non-monetary Transactions ("SFAS 153"). This statement amends APB
Opinion 29 to eliminate the exception for non-monetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
non-monetary assets that do not have commercial substance. Under SFAS 153, if a
non-monetary exchange of similar productive assets meets a commercial-substance
criterion and fair value is determinable, the transaction must be accounted for
at fair value resulting in recognition of any gain or loss. SFAS 153 is
effective for non-monetary transactions in fiscal periods that begin after June
15, 2005. The Company does not anticipate that the implementation of this
standard will have a material impact on its financial position, results of
operations or cash flows.

In March 2005, the FASB issued Statement of financial Accounting Standards
Interpretation Number 47 ("FIN 47"), Accounting for Conditional Asset Retirement
Obligation." FIN 47 provides clarification regarding the meaning of the term
"conditional asset retirement obligation" as used in SFAS 143, "Accounting for
Asset Retirement Obligations." Fin 47 is effective for the year ended December
31, 2005. The implementation of this standard did not have a material impact on
its financial position, results of operation or cash flows.

In May 2005, the FASB issued FAS 154, "Accounting for Changes and Error
Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3."
FAS154 changes the requirements with regard to the accounting for and reporting
a change in an accounting principle. The Provisions of FAS 154 require, unless
impracticable, retrospective application to prior periods presented in financial
statements for all voluntary changes in an accounting principle and changes
required by the adoption of a new accounting pronouncement in the unusual
instance that the new pronouncement does not indicate a specific transition
method. FAS 154 also requires that a change in depreciation, amortization or
depletion method for long-lived, non-financial assets be accounted for as a
change in an accounting estimate, which requires prospective application of new
method. FAS 154 is effective for all changes in an accounting principle made in
fiscal years beginning after December 15, 2005. The Company plans to adopt FAS
154 beginning January 1, 2006. Because FAS 154 is directly dependent upon future
events, the Company cannot determine what effect, if any, the expected adoption
of FAS 154 will have on its financial condition, results of operations or cash
flows.

In February 2006, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting (FAS) No. 155, Accounting for Certain Hybrid
Financial Instruments. FAS No 155 replaces FAS No 133 Accounting for Derivative
Instruments and Hedging Activities, and FAS No. 140 Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities. FAS No. 155
resolves issues in Statement 133 Implementation Issue No. DI, "Application of
Statement 133 to Beneficial Interest in Securitized Financial Assets,", This
statement will be effective for all financial instruments acquired or issued
after the beginning of an entity's fiscal year that begins September 15, 2006.
The Company is currently analyzing whether this new standard will have impact on
its financial position and results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140." SFAS No. 156 requires
an entity to recognize a servicing asset or liability each time it undertakes an
obligation to service a financial asset by entering into a servicing contract
under a transfer of the servicer's financial assets that meets the requirements
for sale accounting, a transfer of the servicer's financial assets to a
qualified special-purpose entity in a guaranteed mortgage securitization in
which the transferor retains all of the resulting securities and classifies them
as either available-for-sale or trading securities in accordance with SFAS No.
115, "Accounting for Certain Investments in Debt and Equity Securities" and an
acquisition or assumption of an obligation to service a financial asset that
does not relate to financial assets of the servicer or its consolidated
affiliates.

Additionally, SFAS No. 156 requires all separately recognized servicing assets
and servicing liabilities to be initially measured at fair value, permits an
entity to choose either the use of an amortization or fair value method for
subsequent measurements, permits at initial adoption a one-time reclassification
of available-for-sale securities to trading securities by entities with
recognized servicing rights and requires separate presentation of servicing
assets and liabilities subsequently measured at fair value and additional
disclosures for all separately recognized servicing assets and liabilities. SFAS
No. 156 is effective for transactions entered into after the beginning of the
first fiscal year that begins after September 15, 2006. The Company is currently
evaluating the effect the adoption of SFAS No. 156 will have on its financial
position, results of operations and cash flows.

In September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, Fair Value Measurements,("FAS 157"). This Standard defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value measurements. FAS
157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007 and interim periods within those fiscal years. The
adoption of FAS 157 is not expected to have a material impact on the Company's
financial position, results of operations or cash flows.

The FASB also issued in September 2006 Statement of Financial Accounting
Standards No. 158, Employers' Accounting for Defined Benefit Pension and Other
Postretirement Plans -- an amendment of FASB Statement No. 87, 88, 106 and
132(R), ("FAS 158"). This Standard requires recognition of the funded status of
a benefit plan in the statement of financial position. The Standard also
requires recognition in other comprehensive income certain gains and losses that
arise during the period but are deferred under pension accounting rules, as well
as modifies the timing of reporting and adds certain disclosures. FAS 158
provides recognition and disclosure elements to be effective as of the end of
the fiscal year after December 15, 2006 and measurement elements to be effective
for fiscal years ending after December 15, 2008. The Company has not yet
analyzed the impact FAS 158 will have on its financial condition, results of
operations, cash flows or disclosures.


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<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, t 6 0
Medical Staffing has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized April 17, 2007.

June 6, 2007 MEDICAL STAFFING SOLUTIONS, INC.


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


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