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: September 2, 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 AGREEMENT.

A.    Securities Purchase Agreement

      On  September  2,  2005  Medical  Staffing   Solutions,   Inc.,  a  Nevada
corporation ("MSSI") entered into a Securities Purchase Agreement (the "Purchase
Agreement")  whereby MSSI issued and sold to Cornell Capital  Partners,  LP (the
"Buyer" and together with MSSI,  the  "Parties"),  and the Buyer  purchased from
MSSI, up to Two Million One Hundred  Thirteen  Thousand Three Hundred Thirty Two
Dollars  and 11/100  ($2,113,332.11)  of  secured  convertible  debentures  (the
"Convertible  Debenture"),  which  shall  be  convertible  into  shares  of  the
Company's  common  stock,  par  value  $0.001  pursuant  to  the  terms  of  the
Convertible  Debenture,  One Million  Ninety Five Thousand  Four Hundred  Twenty
Eight  Dollars  and  88/100  ($1,095,428.88)   (comprised  of  $1,072,164.38  in
principal  and  $23,264.50  in accrued  interest)  has  previously  been  funded
pursuant to that certain  promissory  note dated January 5, 2005, as amended and
restated on June 7, 2005, and Five Hundred  Seventy  Thousand Nine Hundred Three
Dollars and Twenty  Three  Cents  ($517,903.23)  (comprised  of  $506,904.11  in
principal  and  $10,999.12  in  accrued  interest)  has been  previously  funded
pursuant to that certain  promissory  note dated April 26, 2005,  as amended and
restated on June 7, 2005. Such promissory notes shall  simultaneously  terminate
upon the issuance of the  Convertible  Debenture to the Buyer,  and Five Hundred
Thousand Dollars ($500,000) has funded on the fifth (5th) business day following
the date of the execution of the Purchase Agreement,  for a total purchase price
of up to Two Million One Hundred  Thirteen  Thousand  Three  Hundred  Thirty Two
Dollars and 11/100 ($2,113,332.11).

      The  Convertible  Debenture  accrues  interest at an annual rate of twelve
percent  (12%),  and MSSI will make monthly  scheduled  payments  consisting  of
principal  and  interest  commencing  January 1, 2006.  The  Debenture  shall be
convertible  into  shares of our common  stock at the option of the  holder,  in
whole or in part at any time and from  time to time,  at a  conversion  price of
$0.05 (subject to various  adjustments  pursuant to the terms of the Convertible
Debenture).

      Contemporaneously   with  the  execution  and  delivery  of  the  Purchase
Agreement, the Parties executed a Registration Rights Agreement substantially in
the  form  attached  as  Exhibit  A to the  Purchase  Agreement  (the  "Investor
Registration Rights Agreement")  pursuant to which the Company agreed to provide
certain  registration  rights  under  the  Securities  Act  and  the  rules  and
regulations  promulgated  there under, and applicable state securities laws. The
aggregate proceeds of the sale of the Convertible Debenture  contemplated hereby
shall be held in  escrow  pursuant  to the  terms of an  escrow  agreement  (the
"Escrow  Agreement")  substantially  in the form  attached  as  Exhibit B to the
Purchase Agreement.

      Contemporaneously  with the execution and delivery of the  Agreement,  the
Parties  have also  executed  a  Security  Agreement  substantially  in the form
attached  as Exhibit C to the  Purchase  Agreement  (the  "Security  Agreement")
pursuant  to which the  Company  has  agreed  to  provide  the Buyer a  security
interest  in  Pledged  Collateral  (as  such  term is  defined  in the  Security
Agreement)  to  secure  the  Company's  obligations  under  the  Agreement,  the
Convertible   Debenture,   the  Investor  Registration  Rights  Agreement,   the
Irrevocable Transfer Agent Instructions (as such term is defined in the Purchase
Agreement),  the Security Agreement,  or any other obligations of the Company to
the Buyer.

B.    Warrant

      Effective August 10, 2005, MSSI issued to Cornell Capital  Partners,  LP a
common stock purchase  warrant (the  "Warrant") in connection  with a commitment
for a  $50,000,0000  Standby  Equity  Distribution  Agreement and for Ten United
States  Dollars  ($10.00)  and other good a valuable  consideration.  Cornell is
entitled to purchase  from MSSI,  upon  surrender  of the Warrant, Five  Million
($5,000,000)  fully  paid and  nonassessable  shares of our  common  stock at an
exercise price of $0.05 (or as  subsequently  adjusted  pursuant to the terms of
the Warrant).  The Warrant shall expire three (3) years from the issuance  date,
on or about August 10, 2008.

<TABLE>
<CAPTION>
=============================================================================================================
Exhibit             Description
=============================================================================================================
<S>                 <C>                                                                     <C>
Exhibit 99.1        Securities Purchase Agreement, dated September 2, 2005, by and          Provided herewith
                    between Medical Staffing Solutions, Inc. and Cornell  Capital
                    Partners, LP

Exhibit 99.2        Secured Convertible Debenture, dated September 2, 2005, issued          Provided herewith
                    by Medical Staffing Solutions, Inc. to Cornell Capital
                    Partners, LP

Exhibit 99.3        Investor Registration Rights Agreement, dated September 2, 2005,        Provided herewith
                    by and between Medical Staffing Solutions, Inc. and Cornell
                    Capital Partners, LP

Exhibit 99.4        Escrow Agreement, dated September 2, 2005, by and between               Provided herewith
                    Medical Staffing Solutions, Inc., Cornell Capital Partners, LP
                    and David Gonzalez, Esq., as Escrow Agent

Exhibit 99.5        Security Agreement, dated September 2, 2005, by and between             Provided herewith
                    Medical Staffing Solutions, Inc. and Cornell Capital
                    Partners, LP

Exhibit 99.6        Irrevocable Transfer Agent Instructions, dated September 2, 2005        Provided herewith

Exhibit 99.7        Warrant, effective August 10, 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:    September 30, 2005              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": "051118080"}, "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: September 2, 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 AGREEMENT.

A.    Securities Purchase Agreement

      On  September  2,  2005  Medical  Staffing   Solutions,   Inc.,  a  Nevada
corporation ("MSSI") entered into a Securities Purchase Agreement (the "Purchase
Agreement")  whereby MSSI issued and sold to Cornell Capital  Partners,  LP (the
"Buyer" and together with MSSI,  the  "Parties"),  and the Buyer  purchased from
MSSI, up to Two Million One Hundred  Thirteen  Thousand Three Hundred Thirty Two
Dollars  and 11/100  ($2,113,332.11)  of  secured  convertible  debentures  (the
"Convertible  Debenture"),  which  shall  be  convertible  into  shares  of  the
Company's  common  stock,  par  value  $0.001  pursuant  to  the  terms  of  the
Convertible  Debenture,  One Million  Ninety Five Thousand  Four Hundred  Twenty
Eight  Dollars  and  88/100  ($1,095,428.88)   (comprised  of  $1,072,164.38  in
principal  and  $23,264.50  in accrued  interest)  has  previously  been  funded
pursuant to that certain  promissory  note dated January 5, 2005, as amended and
restated on June 7, 2005, and Five Hundred  Seventy  Thousand Nine Hundred Three
Dollars and Twenty  Three  Cents  ($517,903.23)  (comprised  of  $506,904.11  in
principal  and  $10,999.12  in  accrued  interest)  has been  previously  funded
pursuant to that certain  promissory  note dated April 26, 2005,  as amended and
restated on June 7, 2005. Such promissory notes shall  simultaneously  terminate
upon the issuance of the  Convertible  Debenture to the Buyer,  and Five Hundred
Thousand Dollars ($500,000) has funded on the fifth (5th) business day following
the date of the execution of the Purchase Agreement,  for a total purchase price
of up to Two Million One Hundred  Thirteen  Thousand  Three  Hundred  Thirty Two
Dollars and 11/100 ($2,113,332.11).

      The  Convertible  Debenture  accrues  interest at an annual rate of twelve
percent  (12%),  and MSSI will make monthly  scheduled  payments  consisting  of
principal  and  interest  commencing  January 1, 2006.  The  Debenture  shall be
convertible  into  shares of our common  stock at the option of the  holder,  in
whole or in part at any time and from  time to time,  at a  conversion  price of
$0.05 (subject to various  adjustments  pursuant to the terms of the Convertible
Debenture).

      Contemporaneously   with  the  execution  and  delivery  of  the  Purchase
Agreement, the Parties executed a Registration Rights Agreement substantially in
the  form  attached  as  Exhibit  A to the  Purchase  Agreement  (the  "Investor
Registration Rights Agreement")  pursuant to which the Company agreed to provide
certain  registration  rights  under  the  Securities  Act  and  the  rules  and
regulations  promulgated  there under, and applicable state securities laws. The
aggregate proceeds of the sale of the Convertible Debenture  contemplated hereby
shall be held in  escrow  pursuant  to the  terms of an  escrow  agreement  (the
"Escrow  Agreement")  substantially  in the form  attached  as  Exhibit B to the
Purchase Agreement.

      Contemporaneously  with the execution and delivery of the  Agreement,  the
Parties  have also  executed  a  Security  Agreement  substantially  in the form
attached  as Exhibit C to the  Purchase  Agreement  (the  "Security  Agreement")
pursuant  to which the  Company  has  agreed  to  provide  the Buyer a  security
interest  in  Pledged  Collateral  (as  such  term is  defined  in the  Security
Agreement)  to  secure  the  Company's  obligations  under  the  Agreement,  the
Convertible   Debenture,   the  Investor  Registration  Rights  Agreement,   the
Irrevocable Transfer Agent Instructions (as such term is defined in the Purchase
Agreement),  the Security Agreement,  or any other obligations of the Company to
the Buyer.

B.    Warrant

      Effective August 10, 2005, MSSI issued to Cornell Capital  Partners,  LP a
common stock purchase  warrant (the  "Warrant") in connection  with a commitment
for a  $50,000,0000  Standby  Equity  Distribution  Agreement and for Ten United
States  Dollars  ($10.00)  and other good a valuable  consideration.  Cornell is
entitled to purchase  from MSSI,  upon  surrender  of the Warrant, Five  Million
($5,000,000)  fully  paid and  nonassessable  shares of our  common  stock at an
exercise price of $0.05 (or as  subsequently  adjusted  pursuant to the terms of
the Warrant).  The Warrant shall expire three (3) years from the issuance  date,
on or about August 10, 2008.
=============================================================================================================
Exhibit             Description
=============================================================================================================
Exhibit 99.1        Securities Purchase Agreement, dated September 2, 2005, by and          Provided herewith
                    between Medical Staffing Solutions, Inc. and Cornell  Capital
                    Partners, LP

Exhibit 99.2        Secured Convertible Debenture, dated September 2, 2005, issued          Provided herewith
                    by Medical Staffing Solutions, Inc. to Cornell Capital
                    Partners, LP

Exhibit 99.3        Investor Registration Rights Agreement, dated September 2, 2005,        Provided herewith
                    by and between Medical Staffing Solutions, Inc. and Cornell
                    Capital Partners, LP

Exhibit 99.4        Escrow Agreement, dated September 2, 2005, by and between               Provided herewith
                    Medical Staffing Solutions, Inc., Cornell Capital Partners, LP
                    and David Gonzalez, Esq., as Escrow Agent

Exhibit 99.5        Security Agreement, dated September 2, 2005, by and between             Provided herewith
                    Medical Staffing Solutions, Inc. and Cornell Capital
                    Partners, LP

Exhibit 99.6        Irrevocable Transfer Agent Instructions, dated September 2, 2005        Provided herewith

Exhibit 99.7        Warrant, effective August 10, 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:    September 30, 2005              By:      /s/ Dr. Brajnandan B. Sahay
                                             --------------------------------
                                         Name:    Dr. Brajnandan B. Sahay
                                         Title:   President