As filed with the Securities and Exchange Commission on May 11, 2004
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MEDICAL STAFFING
NEVADA SOLUTIONS, INC. 91-2135006
(State or Other Jurisdiction (Name of Registrant in (I.R.S. Employer
of Incorporation Our Charter) Identification No.)
or Organization)
BRAJNANDAN B. SAHAY
8150 LEESBURG PIKE, SUITE 1200 8150 LEESBURG PIKE, SUITE 1200
VIENNA, VIRGINIA 22182 VIENNA, VIRGINIA 22182
(703) 641-8890 7363 (703) 641-8890
(Address and telephone (Primary Standard (Name, address and telephone
number of Principal Industrial number of agent for service)
Executive Offices and Classification Code
Principal Place of Business) Number)
Copies to:
Clayton E. Parker Christopher K. Davies, Esq.
Kirkpatrick & Lockhart LLP Kirkpatrick & Lockhart LLP
201 S. Biscayne Boulevard, Suite 2000 201 S. Biscayne Boulevard, Suite 2000
Miami, Florida 33131 Miami, Florida 33131
Telephone: (305)539-3300 Telephone: (305)539-3300
Telecopier: (305)358-7095 Telecopier: (305)358-7095
Approximate date of commencement of proposed sale to the public: AS SOON
AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE
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Common Stock, par value $0.001 per share 124,408,774 shares(2) $0.20 $24,881,754 $3,152.30
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TOTAL 124,408,774 shares(2) $0.20 $24,881,754 $3,152.30
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933. For the purposes
of this table, we have used the average of the closing bid and asked
prices as of a recent date.
(2) Of these shares, 75,000,000 are being registered under the Equity
Distribution Agreement and 43,607,000 are being registered under the
secured debentures.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on our behalf by the undersigned, on May 11, 2004.
Date: May 11, 2004 MEDICAL STAFFING SOLUTIONS, INC.
By: /S/ Brajnandan B. Sahay
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Name: BRAJNANDAN B. SAHAY
Title: CHIEF EXECUTIVE OFFICER, PRESIDENT
AND CHIEF FINANCIAL OFFICER
In accordance with the Securities Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
/S/ BRAJNANDAN B. SAHAY Date: May 11, 2004
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Brajnandan B. Sahay, Chairman
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