SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                              Commission File Number:  000-23967

                           NOTIFICATION OF LATE FILING

    (Check  One): [ ] Form 10-K   [ ] Form 11-K   [ ] Form 20F  [X] Form 10-Q

[ ] Form N-SAR

    For Period Ended:  MARCH 31, 2004

[ ] Transition Report on Form 10-K    [ ]  Transition   Report  on  Form 10-Q

[ ] Transition Report on Form 20-F    [ ]  Transition   Report  on  Form N-SAR

[ ] Transition Report on Form 11-K

    For the Transition Period Ended:
                                     -------------------------------------------

     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the item(s) to which the notification relates:
                                                       -------------------------

                                     PART I
                             Registrant Information

Full name of registrant:            Medical Staffing Solutions, Inc.

Address of principal executive
office (Street and number):         8150 LEESBURG PIKE, SUITE 1200

City, state and zip code:           VIENNA, VIRGINIA 22182

                                     Part II
                             Rule 12b-25 (b) and (c)

     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check appropriate box.)

[X]   (a) The reasons  described in  reasonable  detail in Part III of this form
      could not be eliminated without unreasonable effort or expense;

[X]   (b) The subject annual report,  semi-annual  report,  transition report on
      Form 10-K,  20-F,  11-K or Form N-SAR, or portion thereof will be filed on
      or before the 15th calendar day following the  prescribed due date; or the
      subject  quarterly  report or  transition  report on Form 10-Q, or portion
      thereof will be filed on or before the fifth  calendar day  following  the
      prescribed due date; and

[ ]   (c)  The   accountant's   statement  or  other  exhibit  required  by Rule
      12b-25(c) has been attached if applicable.

                                    PART III
                                    Narrative



                                                                     FORM 12b-25

     State below in  reasonable  detail the reasons why Form 10-K,  11-K,  10-Q,
N-SAR or the  transition  report  portion  thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)

     Due to unforeseeable  circumstances,  which caused a delay in preparing the
quarterly report statements for the quarter ended March 31, 2004, the Registrant
respectfully requests an extension of the filing date of its Quarterly Report on
Form 10-QSB for the quarter ended March 31, 2004.

                                     PART IV
                                Other Information

     1.   Name and telephone  number  of  person  to  contact  in regard to this
notification:

        Brajnandan B. Sahay            (703)               641-8890
     -----------------------------------------------------------------------
              (Name)                (Area code)        (Telephone number)

     2.   Have all other periodic reports  required under Section 13 or 15(d) of
the Securities  Exchange Act of 1934 or Section 30 of the Investment  Registrant
Act of 1940 during the  preceding 12 months or for such shorter  period that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                                 [X] Yes      [ ] No

     3.   Is it anticipated that any significant change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                 [ ] Yes      [X] No

     If so: attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

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                                                                     FORM 12b-25

                        MEDICAL STAFFING SOLUTIONS, INC.
                        --------------------------------
                  (Name of registrant as specified in charter)

     Has caused this  notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date:  May 14, 2004                         By    /s/ Brajnandan B. Sahay
                                                  ------------------------------
                                                  Brajnandan B. Sahay
                                                  President

     INSTRUCTION.  The  form  may  be  signed  by an  executive  officer  of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature.  If
the  statement  is  signed  on  behalf  of  the   registrant  by  an  authorized
representative   (other   than   an   executive   officer),   evidence   of  the
representative's  authority to sign on behalf of the  registrant  shall be filed
with the form.

                                    ATTENTION

     Intentional  misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

     1.   This  form is  required  by  Rule  12b-25  of the  General  Rules  and
Regulations under the Securities Exchange Act of 1934.

     2.   One signed  original  and  four  confirmed  copies  of this  form  and
amendments  thereto must be completed and filed with the Securities and Exchange
Commission,  Washington,  DC 20549,  in accordance  with Rule 0-3 of the General
Rules and Regulations under the Act. The information  contained in or filed with
the form will be made a matter of the public record in the Commission files.

     3.   A manually  signed  copy  of  the form and amendments thereto shall be
filed with  each national  securities  exchange on which any class of securities
of the registrant is registered.

     4.   Amendments to the notifications  must also be filed on Form 12b-25 but
need not restate information that has been correctly  furnished.  The form shall
be clearly identified as an amended notification.

     5.   Electronic Filers.  This form shall not be used by  electronic  filers
unable to timely file a report  solely due to  electronic  difficulties.  Filers
unable to submit a report within the time period  prescribed due to difficulties
in  electronic  filing  should  comply  with  either  Rule  201 or  Rule  202 of
Regulation  S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.

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