SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

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

                        Date of Report: December 13, 2005

                        Medical Staffing Solutions, Inc.
                        --------------------------------
               (Exact Name of Registrant as Specified in Charter)

           Nevada                    000-23967                  91-2135006
           ------                    ---------                  ----------
(State or other jurisdiction        (Commission               (IRS Employer
     of incorporation)              File Number)            Identification No.)

 8150 Leesburg Pike, Suite 1200, Vienna, Virginia                 22182
 ------------------------------------------------                 -----
     (Address of principal executive offices)                  (Zip code)

     Registrant's telephone number, including area code:     (703) 641-8890
                                                             --------------
<PAGE>

Item 1.01. Entry into a Material Definitive Agrement.

      Investment Agreement

      On December 13, 2005 (the "Transaction Date"), Medical Staffing Solutions,
Inc. (the "Company")  entered into an Investment  Agreement with Cornell Capital
Partners,  LP ("Cornell  Capital" and together with the Company,  the "Parties")
pursuant to which the Company  issued and sold to Cornell  Capital,  and Cornell
Capital 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
certain  convertible  debentures held by Cornell Capital as of September 2, 2005
equal to  $2,184,201.11  ($2,113,332.11  in principal plus $70,869.00 in accrued
interest)  and (b) an  additional  cash amount  equal to Eight  Hundred  Fifteen
Thousand Seven Hundred Ninety-Eight Dollars and Eighty-Nine Cents ($815,798.89),
of which Four Hundred Thousand Dollars  ($400,000) was funded as of December 13,
2005  and  the  remaining  Four  Hundred  Fifteen  Thousand  Seven  Hundred  and
Ninety-Eight Dollars and Eighty-Nine Cents ($415,798.89) shall be funded two (2)
business days prior to the date of the filing of a  registration  statement with
the United States  Securities and Exchange  Commission  pursuant to that certain
Investor Registration Rights Agreement dated as of the Transaction Date.

      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 effective December 16, 2005 and attached hereto
as Exhibit 4.1 (all terms not defined  herein  shall have the meanings set forth
in the  Certificate of  Designation).  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,  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. 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.

      Warrant

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

Item 1.02. Termination of a Material Definitive Agreement.

      Warrant

      On December 13, 2005,  the Parties  terminated  the common stock  purchase
warrant, dated as of August 10, 2005, issued by the Company to Cornell Capital.

      Standby Equity Distribution Agreement

      On January 11, 2006, the Parties entered into a termination agreement (the
"Termination Agreement") whereby the Parties terminated that certain (a) Standby
Equity Distribution  Agreement (the "SEDA"),  (b) Registration Rights Agreement,
(c) Escrow Agreement and (d) Placement Agent  Agreement,  each dated as of March
10, 2004. The Company and Cornell  Capital have  acknowledged in the Termination
Agreement  that  Cornell  Capital  shall  retain all fees paid by the Company to
Cornell Capital pursuant to the SEDA.
<PAGE>

Item 3.02. Unregistered Sales of Equity Securities.

      See Item 1.01 above.

Item 5.02. Departure of Directors or Principal Officers;  Election of Directors;
Appointment of Principal Officers.

      Effective  January 1, 2006,  Dr. L. Carl  Jacobsen  has been  appointed to
serve  as  Vice  President  -  General  Counsel  of the  Company.  Prior  to his
appointment,  Dr.  Jacobsen  served  as Vice  President  of  Human  Resources  &
Administration  for the  Company  since  September  25,  2003.  Dr.  Jacobsen is
presently  responsible for all legal matters and he also serves as an advisor to
the Board of Directors. Dr. Jacobsen earned his JD degree from Antioch School of
Law and his PhD in linguistics from UCLA.

      Effective  January 1, 2006, Ms. Reeba Magulick has been appointed to serve
as  Vice  President  -  Corporate  Marketing  of  the  Company.   Prior  to  her
appointment,  Ms. Magulick  served as Assistant Vice President,  Medical Systems
Division for  TeleScience  and as Vice President of Operations for Nurses Onsite
Corp. Ms. Magulick also performed the function of Investor Relations coordinator
with  Medical  Staffing's  shareholders.  Prior to joining  Medical  Staffing in
February  2004,  Ms.  Magulick  completed  a five (5) year  tenure at Ford Motor
Company,   where  she  succeeded  in  driving  sales,  market  share,   customer
satisfaction and profitability  performance within her market area. Ms. Magulick
earned her Bachelor of Science degree in Commerce with a Marketing Concentration
from the University of Virginia's  McIntire School of Commerce and she earned an
MBA from the University of Maryland's Robert H. Smith School of Business.

Item 9.01. Financial Statements and Exhibits.

      (a) Not applicable

      (b) Not applicable

      (c) Exhibit No. Description:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
Exhibit             Description
-------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                                     <C>
Exhibit 4.1         Certificate of Designation of Series A Preferred  Stock, as filed       Provided herewith
                    with the Secretary of State for the State of Nevada on December
                    16, 2005

Exhibit 10.1        Investment Agreement, dated December 13, 2005, by and between           Provided herewith
                    Medical Staffing Solutions, Inc. and Cornell Capital Partners, LP

Exhibit 10.2        Investor Registration Rights Agreement, dated December 13, 2005, by     Provided herewith
                    and between Medical Staffing Solutions, Inc. and Cornell Capital
                    Partners, LP

Exhibit 10.3        Escrow Agreement, dated December 13, 2005, by and among Medical         Provided herewith
                    Staffing Solutions, Inc., Cornell Capital Partners, LP and David
                    Gonzalez, Esq., as Escrow Agent

Exhibit 10.4        Irrevocable Transfer Agent Instructions, dated December 13, 2005, by    Provided herewith
                    and among Medical Staffing Solutions, Inc., David Gonzalez, Esq.
                    and Holladay Stock Transfer, Inc.

Exhibit 10.5        Warrant, dated December 13, 2005, issued by Medical Staffing            Provided herewith
                    Solutions, Inc. to Cornell Capital Partners, LP
</TABLE>
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        MEDICAL STAFFING SOLUTIONS, INC.


Date: January 18, 2006                  By: /s/ Dr. Brajnandan B. Sahay
                                            ------------------------------------
                                            Name:  Dr. Brajnandan B. Sahay
                                            Title: President
{"company-data": {"conformed-name": "MEDICAL STAFFING SOLUTIONS INC", "cik": "0001160437", "assigned-sic": "7363", "irs-number": "000000000", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-71276", "film-number": "06535771"}, "business-address": {"street1": "8150 LEESBURG PIKE, SUITE 1200", "city": "VIENNA", "state": "VA", "zip": "22182", "phone": "703-641-8890"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

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

                        Date of Report: December 13, 2005

                        Medical Staffing Solutions, Inc.
                        --------------------------------
               (Exact Name of Registrant as Specified in Charter)

           Nevada                    000-23967                  91-2135006
           ------                    ---------                  ----------
(State or other jurisdiction        (Commission               (IRS Employer
     of incorporation)              File Number)            Identification No.)

 8150 Leesburg Pike, Suite 1200, Vienna, Virginia                 22182
 ------------------------------------------------                 -----
     (Address of principal executive offices)                  (Zip code)

     Registrant's telephone number, including area code:     (703) 641-8890
                                                             --------------
Item 1.01. Entry into a Material Definitive Agrement.

      Investment Agreement

      On December 13, 2005 (the "Transaction Date"), Medical Staffing Solutions,
Inc. (the "Company")  entered into an Investment  Agreement with Cornell Capital
Partners,  LP ("Cornell  Capital" and together with the Company,  the "Parties")
pursuant to which the Company  issued and sold to Cornell  Capital,  and Cornell
Capital 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
certain  convertible  debentures held by Cornell Capital as of September 2, 2005
equal to  $2,184,201.11  ($2,113,332.11  in principal plus $70,869.00 in accrued
interest)  and (b) an  additional  cash amount  equal to Eight  Hundred  Fifteen
Thousand Seven Hundred Ninety-Eight Dollars and Eighty-Nine Cents ($815,798.89),
of which Four Hundred Thousand Dollars  ($400,000) was funded as of December 13,
2005  and  the  remaining  Four  Hundred  Fifteen  Thousand  Seven  Hundred  and
Ninety-Eight Dollars and Eighty-Nine Cents ($415,798.89) shall be funded two (2)
business days prior to the date of the filing of a  registration  statement with
the United States  Securities and Exchange  Commission  pursuant to that certain
Investor Registration Rights Agreement dated as of the Transaction Date.

      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 effective December 16, 2005 and attached hereto
as Exhibit 4.1 (all terms not defined  herein  shall have the meanings set forth
in the  Certificate of  Designation).  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,  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. 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.

      Warrant

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

Item 1.02. Termination of a Material Definitive Agreement.

      Warrant

      On December 13, 2005,  the Parties  terminated  the common stock  purchase
warrant, dated as of August 10, 2005, issued by the Company to Cornell Capital.

      Standby Equity Distribution Agreement

      On January 11, 2006, the Parties entered into a termination agreement (the
"Termination Agreement") whereby the Parties terminated that certain (a) Standby
Equity Distribution  Agreement (the "SEDA"),  (b) Registration Rights Agreement,
(c) Escrow Agreement and (d) Placement Agent  Agreement,  each dated as of March
10, 2004. The Company and Cornell  Capital have  acknowledged in the Termination
Agreement  that  Cornell  Capital  shall  retain all fees paid by the Company to
Cornell Capital pursuant to the SEDA.
Item 3.02. Unregistered Sales of Equity Securities.

      See Item 1.01 above.

Item 5.02. Departure of Directors or Principal Officers;  Election of Directors;
Appointment of Principal Officers.

      Effective  January 1, 2006,  Dr. L. Carl  Jacobsen  has been  appointed to
serve  as  Vice  President  -  General  Counsel  of the  Company.  Prior  to his
appointment,  Dr.  Jacobsen  served  as Vice  President  of  Human  Resources  &
Administration  for the  Company  since  September  25,  2003.  Dr.  Jacobsen is
presently  responsible for all legal matters and he also serves as an advisor to
the Board of Directors. Dr. Jacobsen earned his JD degree from Antioch School of
Law and his PhD in linguistics from UCLA.

      Effective  January 1, 2006, Ms. Reeba Magulick has been appointed to serve
as  Vice  President  -  Corporate  Marketing  of  the  Company.   Prior  to  her
appointment,  Ms. Magulick  served as Assistant Vice President,  Medical Systems
Division for  TeleScience  and as Vice President of Operations for Nurses Onsite
Corp. Ms. Magulick also performed the function of Investor Relations coordinator
with  Medical  Staffing's  shareholders.  Prior to joining  Medical  Staffing in
February  2004,  Ms.  Magulick  completed  a five (5) year  tenure at Ford Motor
Company,   where  she  succeeded  in  driving  sales,  market  share,   customer
satisfaction and profitability  performance within her market area. Ms. Magulick
earned her Bachelor of Science degree in Commerce with a Marketing Concentration
from the University of Virginia's  McIntire School of Commerce and she earned an
MBA from the University of Maryland's Robert H. Smith School of Business.

Item 9.01. Financial Statements and Exhibits.

      (a) Not applicable

      (b) Not applicable

      (c) Exhibit No. Description:
-------------------------------------------------------------------------------------------------------------
Exhibit             Description
-------------------------------------------------------------------------------------------------------------
Exhibit 4.1         Certificate of Designation of Series A Preferred  Stock, as filed       Provided herewith
                    with the Secretary of State for the State of Nevada on December
                    16, 2005

Exhibit 10.1        Investment Agreement, dated December 13, 2005, by and between           Provided herewith
                    Medical Staffing Solutions, Inc. and Cornell Capital Partners, LP

Exhibit 10.2        Investor Registration Rights Agreement, dated December 13, 2005, by     Provided herewith
                    and between Medical Staffing Solutions, Inc. and Cornell Capital
                    Partners, LP

Exhibit 10.3        Escrow Agreement, dated December 13, 2005, by and among Medical         Provided herewith
                    Staffing Solutions, Inc., Cornell Capital Partners, LP and David
                    Gonzalez, Esq., as Escrow Agent

Exhibit 10.4        Irrevocable Transfer Agent Instructions, dated December 13, 2005, by    Provided herewith
                    and among Medical Staffing Solutions, Inc., David Gonzalez, Esq.
                    and Holladay Stock Transfer, Inc.

Exhibit 10.5        Warrant, dated December 13, 2005, issued by Medical Staffing            Provided herewith
                    Solutions, Inc. to Cornell Capital Partners, LP
SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                        MEDICAL STAFFING SOLUTIONS, INC.

Date: January 18, 2006                  By: /s/ Dr. Brajnandan B. Sahay
                                            ------------------------------------
                                            Name:  Dr. Brajnandan B. Sahay
                                            Title: President