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: MARCH 13, 2006

                        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 March 13, 2006 (the "Transaction  Date"),  Medical Staffing  Solutions,
Inc. (the "Company") entered into an Amended and Restated  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,  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 Parties 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 and attached hereto as Exhibit 10.2.

      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 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.

      WARRANTS

      On March 13, 2006, the Company issued to Cornell  Capital four 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.


ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

      ESCROW AGREEMENT

      On March 13,  2006,  the Parties  entered  into a  Termination  Agreement,
attached hereto as Exhibit 10.8,  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.


<PAGE>

ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.

         See Item 1.01 above.


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         Amended and Restated Certificate of Designation of                      Provided herewith
                    Series A Preferred Provided herewith Stock, as filed with
                    the Secretary of State for the State of Nevada on March 13,
                    2005

Exhibit 10.1        Amended and Restated Investment Agreement, dated March 13, 2006, by     Provided herewith
                    and between Medical Staffing Solutions, Inc. and Cornell Capital
                    Partners, LP

Exhibit 10.2        Amended and Restated Investor Registration Rights Agreement, dated      Provided herewith
                    March 13, 2006, by and between Medical Staffing Solutions, Inc. and
                    Cornell Capital Partners, LP

Exhibit 10.3        Irrevocable Transfer Agent Instructions, dated March 13, 2006, by and   Provided herewith
                    among Medical Staffing Solutions, Inc., David Gonzalez, Esq. and
                    Holladay Stock Transfer, Inc.

Exhibit 10.4        Warrant CCP 2, dated March 13, 2006, issued by Medical Staffing         Provided herewith
                    Solutions, Inc. to Cornell Capital Partners, LP

Exhibit 10.5        Warrant CCP 3, dated March 13, 2006, issued by Medical Staffing         Provided herewith
                    Solutions, Inc. to Cornell Capital Partners, LP

Exhibit 10.6        Warrant CCP 4, dated March 13, 2006, issued by Medical Staffing         Provided herewith
                    Solutions, Inc. to Cornell Capital Partners, LP

Exhibit 10.7        Warrant CCP 5, dated March 13, 2006, issued by Medical Staffing         Provided herewith
                    Solutions, Inc. to Cornell Capital Partners, LP

Exhibit 10.8        Termination Agreement, dated March 13, 2006, by and among Medical       Provided herewith
                    Staffing Solutions, Inc., Cornell Capital Partners, LP and David
                    Gonzalez, Esq.


</TABLE>


<PAGE>



                                   SIGNATURES

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

                                       MEDICAL STAFFING SOLUTIONS, INC.

Date:    March 16, 2006                By: /s/ Robert Murphy
                                           -------------------------------------
                                       Name:   Robert Murphy
                                       Title:  Chief Operating Officer
{"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": "06694712"}, "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: MARCH 13, 2006

                        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 March 13, 2006 (the "Transaction  Date"),  Medical Staffing  Solutions,
Inc. (the "Company") entered into an Amended and Restated  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,  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 Parties 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 and attached hereto as Exhibit 10.2.

      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 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.

      WARRANTS

      On March 13, 2006, the Company issued to Cornell  Capital four 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.

ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

      ESCROW AGREEMENT

      On March 13,  2006,  the Parties  entered  into a  Termination  Agreement,
attached hereto as Exhibit 10.8,  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.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.

         See Item 1.01 above.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

         (a) Not applicable

         (b) Not applicable

         (c) Exhibit No. Description:
EXHIBIT             DESCRIPTION
Exhibit 4.1         Amended and Restated Certificate of Designation of                      Provided herewith
                    Series A Preferred Provided herewith Stock, as filed with
                    the Secretary of State for the State of Nevada on March 13,
                    2005

Exhibit 10.1        Amended and Restated Investment Agreement, dated March 13, 2006, by     Provided herewith
                    and between Medical Staffing Solutions, Inc. and Cornell Capital
                    Partners, LP

Exhibit 10.2        Amended and Restated Investor Registration Rights Agreement, dated      Provided herewith
                    March 13, 2006, by and between Medical Staffing Solutions, Inc. and
                    Cornell Capital Partners, LP

Exhibit 10.3        Irrevocable Transfer Agent Instructions, dated March 13, 2006, by and   Provided herewith
                    among Medical Staffing Solutions, Inc., David Gonzalez, Esq. and
                    Holladay Stock Transfer, Inc.

Exhibit 10.4        Warrant CCP 2, dated March 13, 2006, issued by Medical Staffing         Provided herewith
                    Solutions, Inc. to Cornell Capital Partners, LP

Exhibit 10.5        Warrant CCP 3, dated March 13, 2006, issued by Medical Staffing         Provided herewith
                    Solutions, Inc. to Cornell Capital Partners, LP

Exhibit 10.6        Warrant CCP 4, dated March 13, 2006, issued by Medical Staffing         Provided herewith
                    Solutions, Inc. to Cornell Capital Partners, LP

Exhibit 10.7        Warrant CCP 5, dated March 13, 2006, issued by Medical Staffing         Provided herewith
                    Solutions, Inc. to Cornell Capital Partners, LP

Exhibit 10.8        Termination Agreement, dated March 13, 2006, by and among Medical       Provided herewith
                    Staffing Solutions, Inc., Cornell Capital Partners, LP and David
                    Gonzalez, Esq.
SIGNATURES

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

                                       MEDICAL STAFFING SOLUTIONS, INC.

Date:    March 16, 2006                By: /s/ Robert Murphy
                                           -------------------------------------
                                       Name:   Robert Murphy
                                       Title:  Chief Operating Officer