U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-QSB

(MARK ONE)

|X| Quarterly Report Pursuant to Section 13 or 15(d) of Securities
Exchange Act of 1934

For the quarterly period ended JUNE 30, 2004

|_| Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the transition period from _______ TO _______

COMMISSION FILE NO. 000-23967

MEDICAL STAFFING SOLUTIONS, INC.
(Name of Small Business Issuer in Its Charter)

NEVADA 91-2135006
------ ----------
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)

8150 LEESBURG PIKE, SUITE 1200, VIENNA, VIRGINIA 22182
------------------------------------------------ -----
(Address of Principal Executive Offices) (Zip Code)

(703) 641-8890
(Issuer's Telephone Number, Including Area Code)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes |X| No | |

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as to the latest practicable date:

OUTSTANDING SHARES AT AUGUST
CLASS 19, 2004
------------ ----------------------------
Common Stock 51,473,477

PART I

ITEM 1. FINANCIAL STATEMENTS

MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
JUNE 30, 2004

ASSETS

Current Assets:
Cash and cash equivalents $ 213,525
Accounts receivable, net of allowance for doubtful accounts of $50,070 1,352,064
Prepaid expenses and other current assets 72,240
-----------

Total Current Assets 1,637,829
-----------

Fixed assets, net of depreciation 70,105
Loan commitment fees 91,875
Deposits 27,643
-----------

TOTAL ASSETS $ 1,827,452
===========

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

LIABILITIES
Current Liabilities:
Note payable - current portion $ 888,416
Convertible debentures 550,000
Promissory note payable 1,000,000
Due to related parties 155,000
Accounts payable and accrued expenses 573,042
Loan payable - officer / Litigation settlement payable 850,920
-----------

Total Current Liabilities 4,017,378
-----------

TOTAL LIABILITIES 4,017,378
-----------

STOCKHOLDERS' (DEFICIT)
Preferred Stock, $.001 Par Value; 30,000,000 shares authorized
0 shares issued and outstanding --
Common Stock, $.001 Par Value; 300,000,000 shares authorized
66,473,477 shares issued 66,473
Additional Paid-in Capital 2,229,578
Deficit (4,485,977)
-----------

TOTAL STOCKHOLDERS' (DEFICIT) (2,189,926)
-----------

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) $ 1,827,452
===========

The accompanying notes are an integral part of the condensed
consolidated financial statements.

MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2004 AND 2003

SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
2004 2003 2004 2003
------------ ------------ ------------ ------------

OPERATING REVENUES
Revenue $ 3,378,458 $ 4,722,581 $ 1,693,442 $ 2,462,608

COST OF SALES 2,711,638 3,429,742 1,396,010 1,824,979
------------ ------------ ------------ ------------

GROSS PROFIT 666,820 1,292,839 297,432 637,629
------------ ------------ ------------ ------------

OPERATING EXPENSES
Administrative payroll, benefits and overhead costs 1,052,968 1,143,269 491,184 569,233
General and administrative expenses 686,948 258,963 449,910 134,293
Depreciation and amortization 23,950 6,410 20,549 3,210
------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 1,763,866 1,408,642 961,643 706,736
------------ ------------ ------------ ------------

(LOSS) BEFORE OTHER (EXPENSES) (1,097,046) (115,803) (664,211) (69,107)

OTHER INCOME (EXPENSES)
Amortization of discount on conversions (8,962) -- (8,962) --
Interest income 599 4,698 -- 2,590
Interest expense (63,702) (60,358) (28,826) (27,936)
------------ ------------ ------------ ------------
TOTAL OTHER INCOME (EXPENSES) (72,065) (55,660) (37,788) (25,346)
------------ ------------ ------------ ------------

NET LOSS BEFORE PROVISION FOR INCOME TAXES $ (1,169,111) $ (171,463) $ (701,999) $ (94,453)
PROVISION FOR INCOME TAXES -- -- -- --
------------ ------------ ------------ ------------

NET LOSS APPLICABLE TO COMMON SHARES $ (1,169,111) $ (171,463) $ (701,999) $ (94,453)
============ ============ ============ ============

NET LOSS PER BASIC AND DILUTED SHARES $ (0.02383) $ (0.04287) $ (0.01299) $ (0.02361)
============ ============ ============ ============

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 49,056,828 4,000,000 54,033,762 4,000,000
============ ============ ============ ============

The accompanying notes are an integral part of the condensed
consolidated financial statements.

MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003

2004 2003
----------- -----------

CASH FLOW FROM OPERATING ACTIVITIES
Net loss $(1,169,111) $ (171,463)
----------- -----------
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation 23,950 6,410
Amortization of discount on conversions 8,962 --
Common stock issued for services 1,400 --
CHANGES IN ASSETS AND LIABILITIES
(Increase) decrease in accounts receivable 71,655 (429,923)
(Increase) in prepaid expenses and other current assets (17,264) (54,526)
(Increase) in deposits -- (16,233)
Increase (decrease) in accounts payable and
and accrued expenses (692,350) 63,238
----------- -----------
Total adjustments (603,647) (431,034)
----------- -----------

NET CASH (USED IN) OPERATING ACTIVITIES (1,772,758) (602,497)
----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (10,325) (32,000)
(Increase) decrease in amounts due related parties 55,007 (7,169)
----------- -----------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 44,682 (39,169)
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issuances for cash and subscriptions
receivable 653,223 --
Proceeds from convertible debentures 600,000 --
Proceeds from promissory note 1,000,000 --
Net payments from loan payable - officer / litigation
settlement payable (25,000) (12,500)
Net proceeds (payments) of notes payable (363,690) 645,996
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,864,533 633,496
----------- -----------

NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 136,457 (8,170)

CASH AND CASH EQUIVALENTS -
BEGINNING OF PERIOD 77,068 45,156
----------- -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD $ 213,525 $ 36,986
=========== ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:

CASH PAID DURING THE YEAR FOR:
Interest expense $ 63,702 $ 32,442
=========== ===========

SUPPLEMENTAL DISCLOSURE OF NON - CASH
INFORMATION:

Common stock issued for services $ 1,400 $ --
=========== ===========

Common stock issued for loan commitment fees $ 105,000 $ --
=========== ===========

Common stock issued for conversion of debt $ 50,000 $ --
=========== ===========

Amortization of discount on conversions $ 8,962 $ --
=========== ===========

The accompanying notes are an integral part of the condensed
consolidated financial statements.

MEDICAL STAFFING SOLUTIONS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2004 AND 2003

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

The condensed consolidated unaudited interim financial statements included
herein have been prepared, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC"). The
condensed consolidated financial statements and notes are presented as
permitted on Form 10-QSB and do not contain information included in the
Company's annual consolidated statements and notes. Certain information
and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in
the United States of America have been condensed or omitted pursuant to
such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading.
It is suggested that these condensed consolidated financial statements be
read in conjunction with the December 31, 2003 audited financial
statements and the accompanying notes thereto. While management believes
the procedures followed in preparing these condensed consolidated
financial statements are reasonable, the accuracy of the amounts are in
some respects dependent upon the facts that will exist, and procedures
that will be accomplished by the Company later in the year.

These condensed consolidated unaudited financial statements reflect all
adjustments, including normal recurring adjustments which, in the opinion
of management, are necessary to present fairly the consolidated operations
and cash flows for the periods presented.

Medical Staffing Solutions, Inc. (the "Company") ("MSSI"), was
incorporated in the State of Nevada on June 21, 2001. The Company had no
revenues, operations and was considered a development stage company until
September 26, 2003 when they entered into a reverse merger with
TeleScience International, Inc. Prior to the transaction, MSSI had
10,499,333 shares of common stock. Upon the merger, MSSI cancelled
9,953,333 of these shares and issued 2,200,000 shares to acquire
TeleScience for 100% of the outstanding stock of TeleScience.

Upon the share exchange, the Board of Directors approved a stock dividend
in the amount of 14 for 1 stock or 1400% on September 29, 2003, increasing
the outstanding shares of the Company to 41,200,005. As of June 30, 2004,
the Company had 66,473,477 shares of common stock issued and outstanding.

For accounting purposes, the transaction has been accounted for as a
reverse acquisition under the purchase method of accounting. Accordingly,
TeleScience will be treated as the continuing entity for accounting
purposes, and the condensed consolidated financial statements presented
herein are those of TeleScience.

The Company is a provider of medical personnel to state and federal
government agencies, primarily hospital and medical facilities. The
Company's business plan anticipates diversification into building up a
technology division, which includes developing a Homeland Security
operation. The Company has expensed some start-up costs relating to this
in the past year.

In October 2003, the Company announced plans to enter into the Home Health
Care Industry and provide services to the private sector as well as expand
services in the public sector.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The condensed consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiary. All significant intercompany
accounts and transactions have been eliminated in consolidation.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

REVENUE AND COST RECOGNITION

Revenue is recognized under the accrual method of accounting when the
services are rendered rather than when cash is collected for the services
provided.

Cost is recorded on the accrual basis as well, when the services are
incurred rather than paid for.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments and other
short-term investments with an initial maturity of three months or less to
be cash equivalents.

The Company maintains cash and cash equivalent balances at several
financial institutions that are insured by the Federal Deposit Insurance
Corporation up to $100,000.

FIXED ASSETS

Fixed assets are stated at cost. Depreciation is computed primarily using
the straight-line method over the estimated useful life of the assets.

Furniture and fixtures 7 Years

Office equipment 5 Years

INCOME TAXES

The income tax benefit is computed on the pretax loss based on the current
tax law. Deferred income taxes are recognized for the tax consequences in
future years of differences between the tax basis of assets and
liabilities and their financial reporting amounts at each year-end based
on enacted tax laws and statutory tax rates.

ADVERTISING

Costs of advertising and marketing are expensed as incurred. Advertising
and marketing costs are included in general and administrative costs in
the condensed consolidated statements of operations for the six months
ended June 30, 2004 and 2003, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount reported in the condensed consolidated balance sheet
for cash and cash equivalents, accounts payable and accrued expenses
approximate fair value because of the immediate or short-term maturity of
these financial instruments. The carrying amount reported for notes
payable approximates fair value because, in general, the interest on the
underlying instruments fluctuates with market rates.

START-UP COSTS

In accordance with Statement of Position 98-5, "Accounting for Start-up
Costs", the Company has expensed all of their costs relating to the
start-up of their Homeland Security division in the period in which those
costs related to. The Company has expensed approximately $200,000 as of
June 30, 2004 and these costs are included in the accompanying condensed
consolidated statements of operations.

DEFERRED FINANCING FEES

In March 2004, the Company issued 750,000 shares of common stock valued at
$105,000 in connection with the Standby Equity Distribution Agreement with
Cornell Capital Partners ("Cornell Capital"). The Standby Equity
Distribution Agreement is for a period of 24 months, and, commencing April
2004, began amortizing this deferred financing fee at the rate of $4,375
per month. Amortization for the six months ended June 30, 2004 is $13,125.

EARNINGS (LOSS) PER SHARE OF COMMON STOCK

Historical net income (loss) per common share is computed using the
weighted average number of common shares outstanding. Diluted earnings per
share (EPS) includes additional dilution from common stock equivalents,
such as stock issuable pursuant to the exercise of stock options and
warrants. Common stock equivalents are not included in the computation of
diluted earnings per share when the Company reports a loss because to do
so would be antidilutive for the periods presented.

The following is a reconciliation of the computation for basic and diluted
EPS:

June 30, June 30,
2004 2003
------------ ------------

Net Loss ($ 1,169,111) ($ 171,463)
Weighted-average common shares outstanding (Basic) 49,056,828 4,000,000
Weighted-average common stock equivalents:
Stock options and warrants -- --
Weighted-average common shares outstanding
------------ ------------
(Diluted) 49,056,828 4,000,000
============ ============

Options and warrants outstanding to purchase stock were not included in
the computation of diluted EPS because inclusion would have been
antidilutive.

RECLASSIFICATIONS

Certain amounts for the six months ended June 30, 2003 have been
reclassified to conform to the presentation of the June 30, 2004 amounts.
The reclassifications have no effect on net income for the six months
ended June 30, 2003.

RECENT ACCOUNTING PRONOUNCEMENTS

for fiscal years beginning after December 15, 2001. Under the new rules,
the pooling of interests method of accounting for business combinations
are no longer allowed and goodwill and intangible assets deemed to have
indefinite lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the Statements. Other intangible
assets will continue to be amortized over their useful lives. The Company
adopted these new standards effective January 1, 2002.

On October 3, 2001, the FASB issued Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" ("SFAS 144"), that is applicable to financial
statements issued for fiscal years beginning after December 15, 2001. The
FASB's new rules on asset impairment supersede SFAS 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of," and portions of Accounting Principles Board Opinion 30,
"Reporting the Results of Operations." This Standard provides a single
accounting model for long-lived assets to be disposed of and significantly
changes the criteria that would have to be met to classify an asset as
held-for-sale. Classification as held-for-sale is an important distinction
since such assets are not depreciated and are stated at the lower of fair
value and carrying amount. This Standard also requires expected future
operating losses from discontinued operations to be displayed in the
period (s) in which the losses are incurred, rather than as of the
measurement date as presently required.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. This statement rescinds SFAS No. 4, Reporting Gains and
Losses from Extinguishment of Debt, and an amendment of that statement,
SFAS No. 44, Accounting for Intangible Assets of Motor Carriers, and SFAS
No. 64, Extinguishments of Debt Made to Satisfy Sinking Fund Requirements.
This statement amends SFAS No. 13, Accounting for Leases, to eliminate
inconsistencies between the required accounting for sales leaseback
transactions and the required accounting for certain lease modifications
that have economic effects that are similar to sales leaseback
transactions.

Also, this statement amends other existing authoritative pronouncements to
make various technical corrections, clarify meanings, or describe their
applicability under changed conditions. Provisions of SFAS No. 145 related
to the rescissions of SFAS No. 4 were effective for the Company on
November 1, 2002 and provisions affecting SFAS No. 13 were effective for
transactions occurring after May 15, 2002. The adoption of SFAS No. 145
did not have a significant impact on the Company's results of operations
or financial position.

In June 2003, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. This statement covers
restructuring type activities beginning with plans initiated after
December 31, 2002. Activities covered by this standard that are entered
into after that date will be recorded in accordance with provisions of
SFAS No. 146. The adoption of SFAS No. 146 did not have a significant
impact on the Company's results of operations or financial position.

In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure, an amendment of FASB
Statement No. 123"("SFAS 148"). SFAS 148 amends FASB Statement No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods
of transition for an entity that voluntarily changes to the fair value
based method of accounting for stock-based employee compensation. It also
amends the disclosure provisions of that Statement to require prominent
disclosure about the effects on reported net income of an entity's
accounting policy decisions with respect to stock-based employee
compensation. Finally, this Statement amends Accounting Principles Board
("APB") Opinion No. 28, "Interim Financial Reporting", to require
disclosure about those effects in interim financial information. SFAS 148
is effective for financial statements for fiscal years ending after
December 15, 2002. The Company will continue to account for stock-based
employee compensation using the intrinsic value method of APB Opinion No.
25, "Accounting for Stock Issued to Employees," but has adopted the
enhanced disclosure requirements of SFAS 148.

In April 2003, the FASB issued SFAS Statement No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities", which
amends and clarifies financial accounting and reporting for derivative
instruments, including certain derivative instruments embedded in other
contracts (collectively referred to as derivatives) and for hedging
activities under FASB Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities. This Statement is effective for
contracts entered into or modified after June 30, 2003, except for certain
hedging relationships designated after June 30, 2003. Most provisions of

this Statement should be applied prospectively. The adoption of this
statement did not have a significant impact on the Company's results of
operations or financial position.

In May 2003, the FASB issued SFAS Statement No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity". This Statement establishes standards for how an issuer classifies
and measures certain financial instruments with characteristics of both
liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). This statement is effective for financial instruments
entered into or modified after May 31, 2003, and otherwise is effective at
the beginning of the first interim period beginning after June 15, 2003,
except for mandatorily redeemable financial instruments of nonpublic
entities, if applicable. It is to be implemented by reporting the
cumulative effect of a change in an accounting principle for financial
instruments created before the issuance date of the Statement and still
existing at the beginning of the interim period of adoption. The adoption
of this statement did not have a significant impact on the Company's
results of operations or financial position.

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"),
Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others. FIN 45 requires a
company, at the time it issues a guarantee, to recognize an initial
liability for the fair value of obligations assumed under the guarantees
and elaborates on existing disclosure requirements related to guarantees
and warranties. The recognition requirements are effective for guarantees
issued or modified after December 31, 2002 for initial recognition and
initial measurement provisions. The adoption of FIN 45 did not have a
significant impact on the Company's results of operations or financial
position.

In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
Consolidation of Variable Interest Entities, an Interpretation of ARB No.
51. FIN 46 requires certain variable interest entities to be consolidated
by the primary beneficiary of the entity if the equity investors in the
entity do not have the characteristics of a controlling financial interest
or do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other
parties. FIN 46 is effective for all new variable interest entities
created or acquired after January 31, 2003. For variable interest entities
created or acquired prior to February 1, 2003, the provisions of FIN 46
must be applied for the first interim or annual period beginning after
June 15, 2003. The adoption of FIN 46 did not have a significant impact on
the Company' results of operations or financial position.

NOTE 3- ACCOUNTS RECEIVABLE

A majority of the Company's revenues are derived from government contracts
for personnel at various state and federal agencies including hospitals,
medical facilities and penitentiaries. As such, payment for services
rendered are based on negotiated terms. The Company does provide for an
allowance of doubtful accounts and often evaluates receivables for
collectibility. At June 30, 2004, the Company has $1,352,064 due to them
for their services. Additionally, the Company has established an allowance
for doubtful accounts of $50,070 at June 30, 2004.

The accounts receivable are being used as collateral on a line of credit
the Company has with a factor (See Note 5).

NOTE 4- PROPERTY AND EQUIPMENT

Property and equipment consist of the following at June 30, 2004:

Furniture, fixtures and equipment $ 152,968
Less: accumulated depreciation (82,863)
---------
Net book value $ 70,105
=========

Depreciation expense for the six months ended June 30, 2004 and 2003 was
$10,825 and $6,410, respectively.

NOTE 5- NOTES PAYABLE

In May 2002, the Company entered into a line of credit agreement with a
factor. The loan, which is due on demand bears interest at prime plus
1.00%. The factor lends up to 90% of the receivable balance to the
Company, and receives payment directly on the outstanding receivables and
the remaining balance is remitted to the Company. The outstanding balance
at June 30, 2004 was $888,416. The balance is reflected net of a 10%
reserve that the factor has established which is adjusted on each funding.

Additionally, the Company maintains a small credit line with a bank. At
June 30, 2004 there was no amounts outstanding under this line.

In May 2002, the Company borrowed $220,000 from an individual to be used
in developing the Company's business plan, including the Homeland Security
division. The note payable was non-interest bearing until May 2003 and now
bears interest at 7%. During the six months ended June 30, 2004, this
balance was paid back.

In 1997, the Company borrowed $300,000 plus interest at 10% from an
individual and had started repayments of that note with interest and paid
down the balance to $163,000. The Company received notice in 2002 that the
lender filed a lawsuit against the Company, and in 2002 recorded the full
settlement amount due the lender. The remaining balance of $163,000 is
included in that settlement amount as of December 2002 (see Note 11). This
amount was paid back from a private stock transaction by the officer in
November 2003.

NOTE 6- CONVERTIBLE DEBENTURES

On March 11, 2004, the Company entered into a Securities Purchase
Agreement with Cornell Capital Partners. Under the Securities Purchase
Agreement, Cornell Capital Partners was obligated to purchase $600,000 of
secured convertible debentures from the Company. On March 11, 2004,
Cornell Capital Partners purchased $250,000 of convertible debentures and
purchased $350,000 of additional debentures on May 3, 2004. These
debentures accrue interest at a rate of 5% per year and mature two years
from the issuance date. The debentures are convertible into the Company's
common stock at the holders' option any time up to maturity at a
conversion price equal to the lower of (i) 115% of the closing bid price
of the common stock as of the closing date or (ii) 85% of the lowest
closing bid price of the common stock the five trading days immediately
preceding the conversion date. The debentures are secured by the assets of
the Company. At maturity, the Company has the option to either pay the
holder the outstanding principal balance and accrued interest or to
convert the debentures into shares of common stock at a conversion price
similar to the terms described above. The Company has the right to redeem
the debentures upon fifteen business days notice for 115% of the amount
redeemed. Upon such redemption, the holder shall receive warrants equal to
10,000 shares of common stock for each $100,000 redeemed with an exercise
price equal to 120% of the closing bid price of the common stock on the
closing date. On May 28, 2004, Cornell converted $50,000 into 471,698
shares of common stock, and the Company recognized $8,962 of amortization
of discount on the debenture conversions. At June 30, 2004, there remains
$550,000 of debentures outstanding.

NOTE 7- INVESTMENT

Beginning in 2001, the Company started investing in a private airstrip in
Branson, Missouri. The project after the Company funded approximately
$387,269 as of June 30, 2004, ran out of funding, and the project has
since ceased for the moment. Management has reserved an allowance for the
entire amount, as the investment value is not known.

NOTE 8- DUE TO RELATED PARTIES

The Company has outstanding at June 30, 2004, $155,000 non-interest
bearing to related parties. These amounts have no specific repayment
terms, and were provided to the Company to cover some of the costs of
completing the merger. These amounts are reflected in the condensed
consolidated balance sheet as current liabilities.

The Company has also advanced related parties certain amounts, mostly in
the form of employee advances. There was no balance due at June 30, 2004
for these advances.

NOTE 9- PROVISION FOR INCOME TAXES

Deferred income taxes will be determined using the liability method for
the temporary differences between the financial reporting basis and income
tax basis of the Company's assets and liabilities. Deferred income taxes
will be measured based on the tax rates expected to be in effect when the
temporary differences are included in the Company's consolidated tax
return. Deferred tax assets and liabilities are recognized based on
anticipated future tax consequences attributable to differences between
financial statement carrying amounts of assets and liabilities and their
respective tax bases.

At June 30, 2004, deferred tax assets approximated the following:

Net operating loss carryforwards $ 1,570,092
Less: valuation allowance (1,570,092)
------------
$ -0-
============

At June 30, 2004, the Company had accumulated deficits approximating
$4,485,977, available to offset future taxable income through 2023. The
Company established valuation allowances equal to the full amount of the
deferred tax assets due to the uncertainty of the utilization of the
operating losses in future periods.

NOTE 10- STOCKHOLDERS' EQUITY (DEFICIT)

The Company has two classes of stock; a preferred class with a par value
of $.001 and 30,000,000 shares authorized, and a common class with a par
value of $.001 and 300,000,000 shares authorized. These levels were
increased by the shareholders on March 9, 2004 from 5,000,000 and
50,000,000, respectively.

The Company has not issued any shares of preferred stock.

The Company had 51,473,477 common shares issued and outstanding as of June
30, 2004, with an additional 15,000,000 shares issued and held in secrow.

Upon the merger with Telescience, the Company cancelled 9,953,333 of the
10,499,333 shares then issued and outstanding and issued 2,200,000 shares
to acquire 100% of the outstanding stock of TeleScience.

Upon the share exchange, the Board of Directors of the Company approved a
stock dividend in the amount of 14 for 1 or 1400% on September 29, 2003,
increasing the outstanding shares of the Company to 41,200,005.

On January 27, 2004 and February 18, 2004, the Company issued 2,000,000
S-8 shares on each date for a total of 4,000,000 shares. The price of
these shares ranged between $.10 and $.16 for a total value of $505,000.

The Company paid a one-time placement agent fee of 10,000 restricted
shares of common stock equal to approximately $1,400 based on the
Company's stock price on March 11, 2004.

The Company issued 2,416,667 shares of common stock for $362,500 in the
first quarter of 2004.

The Company issued 2,625,107 shares of common stock for cash and
conversions of payables valued at $495,206 in the second quarter of 2004.

The Company issued 471,698 shares of common stock in conversion of $50,000
of the convertible debentures. The Company recognized $8,962 in
amortization of discount on the debenture conversions.

NOTE 11- LOAN PAYABLE - OFFICER / LITIGATION

The Company had advances from an officer of the Company to help fund
operations in the amount of $71,379 at December 31, 2002. The officer has
not been charging interest, and the amounts were classified as current
liabilities as they are due on demand. These amounts were repaid by the
Company in 2003.

The Company was party to a claim pursuant to which an individual was
seeking damages under an agreement the Company entered into in 2002. The
Company eventually settled this claim, and consequently recorded a
liability for the settled amount of $1,092,156, which included attorney's
fees. The payout of this settlement was to be over forty-two months in
semi-monthly installments of $12,500 commencing February 2003. The
settlement accrued interest at 12% upon any default of the agreement. As
part of this agreement the individual can seek no further damages against
the Company.

The Company paid $216,236 of this amount, and then in November 2003, the
President of the Company in a private stock transaction, signed over
personal shares of Medical Staffing Solutions, Inc. stock in consideration
for this liability. As such, the Company has recorded a loan payable to
the President for the unpaid liability at that time, $875,920. In 2004,
the Company has paid down $25,000 of this liability and the total
outstanding at June 30, 2004 is $850,920.

NOTE 12- COMMITMENTS

The Company had established a 401(k) Plan for its employees and agreed to
match a portion of the contribution. Effective January 1, 2003, the
Company discontinued its matching portion of the contribution.

In October 2003, the Company extended their agreement with the California
State Department of Corrections for Contract Nursing Staff. This agreement
has an annual estimated value of 2.5 million dollars.

In November 2003, the Company was awarded a three-year 2.6 million dollar
contract with the Department of Health and Human Services to provide
nursing staff to the U.S. Public Health Service in support of the National
Hansen's Disease Programs based in Louisiana. This is the second such
contract won by the Company.

NOTE 13- STANDBY EQUITY DISTRIBUTION AGREEMENT

Cornell Capital Partners received a one-time commitment fee of 750,000
shares of the Company's common stock valued at $105,000 on March 11, 2004.

Cornell Capital Partners is entitled to retain a fee of 5% of each
advance. In addition, the Company entered into a placement agent agreement
with Newbridge Securities Corporation, a registered broker-dealer.
Pursuant to the placement agent agreement, the Company paid a one-time
placement agent fee of 10,000 restricted shares of common stock equal to
approximately $1,400 based on the Company's stock price on March 11, 2004.

NOTE 14- PROMISSORY NOTE

On June 11, 2004, the Company entered into a promissory note in the amount
of $1,000,000 with Cornell Capital. The note has a 229-day term and the
$1,000,000 remains outstanding. The Company intends to repay this note
with proceeds received from the Standby Equity Distribution Agreement.

NOTE 15- GOING CONCERN

As shown in the accompanying condensed consolidated financial statements,
the Company incurred substantial net losses for the years ended December
31, 2003 and 2002, and additional losses in the six months ended June 30,
2004. There is no guarantee whether the Company will be able to generate
enough revenue and/or raise capital to support those operations. This
raises doubt about the Company's ability to continue as a going concern.

Management also states that they are confident that they can improve
operations and raise the appropriate funds needed through their recent
contracts the Company has entered into in the past few months, as well as
the completed reverse merger with which the Company now has the ability to
raise money in the public markets.

On March 11, 2004, the Company entered into a Standby Equity Distribution
Agreement. Under this agreement, the Company may issue and sell to Cornell
Capital shares of common stock for a total purchase price of $15,000,000.

In addition to the Standby Equity Distribution Agreement, on March 11,
2004, the Company entered into a Convertible Debenture agreement for
$600,000. Cornell advanced $250,000 of this amount at closing and advanced
the remaining $350,000 on May 3, 2004.

With the proceeds of the Standby Equity Distribution Agreement for up to
15 million dollars, the Company should be able to grow and acquire
companies that will contribute to the development of providing nurses to
the private sector as well as government contracts. The Company received
$1,000,000 from Cornell Capital on June 11, 2004 pursuant to a promissory
note. The Company intends to repay the promissory note with cash proceeds
under the Standby Equity Distribution Agreement. The Company has entered
into a letter of intent to acquire another company and is in the due
diligence phase of this acquisition. Additionally, the Company has several
other companies they are looking at for potential acquisitions.

The condensed consolidated financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

NOTE 16- SUBSEQUENT EVENTS

The Company entered into a letter of intent to acquire a Virginia company
operating in a similar industry. The Company is currently in the process
of completing its due diligence on this transaction.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INTRODUCTION - FORWARD LOOKING STATEMENTS

In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), Medical Staffing Solutions,
Inc. and its subsidiaries, (collectively, the "Company" or "Medical Staffing")
is hereby providing cautionary statements identifying important factors that
could cause the Company's actual results to differ materially from those
projected in forward-looking statements made herein. Any statements that
express, or involve discussions as to, expectations, beliefs, plans, objectives,
assumptions of future events or performance are not statements of historical
facts and may be forward-looking. These forward-looking statements are based
largely on Medical Staffing's expectations and are subject to a number of risks
and uncertainties, including but not limited to, economic, competitive,
regulatory, growth strategies, available financing and other factors discussed
elsewhere in this report and in documents filed by Medical Staffing with the
Securities and Exchange Commission ("SEC"). Many of these factors are beyond
Medical Staffing's control. Actual results could differ materially from the
forward-looking statements made. In light of these risks and uncertainties,
there can be no assurance that the results anticipated in the forward-looking
information contained in this report will, in fact, occur.

Any forward-looking statement speaks only as of the date on which such
statement is made, and Medical Staffing undertakes no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time and it is not
possible for management to predict all of such factors, nor can it assess the
impact of each such factor on the business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.

GENERAL

The following discussion and analysis should be read in conjunction with
the Consolidated Financial Statements, and the Notes thereto included herein.
The information contained below includes statements of Medical Staffing's or
management's beliefs, expectations, hopes, goals and plans that, if not
historical, are forward-looking statements subject to certain risks and
uncertainties that could cause actual results to differ materially from those
anticipated in the forward-looking statements.

GOING CONCERN

As reflected in the Company's financial statements as of June 30, 2004,
the Company's accumulated deficit of $4,485,997 and its working capital
deficiency of $2,379,549 raise doubt about its ability to continue as a going
concern. The ability of the Company to continue as a going concern is dependent
on the Company's ability to raise additional debt or capital, including the
ability to raise capital under the Standby Equity Distribution Agreement. The
financial statements for June 30, 2004, do not include any adjustments that
might be necessary if the Company is unable to continue as a going concern.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America, or
GAAP. These accounting principles require us to make certain estimates,
judgments and assumptions. We believe that the estimates, judgments and
assumptions upon which we rely are reasonably based upon information available
to us at the time that these estimates, judgments and assumptions are made.
These estimates, judgments and assumptions can affect the reported amounts of
assets and liabilities as of the date of the financial statements, as well as
the reported amounts of revenue and expenses during the periods presented. To
the extent there are material differences between these estimates, judgments and
assumptions and actual results, our financial statements will be affected. The
significant accounting policies that we believe are the most critical to aid in
fully understanding and evaluating our reported financial results include the
following:

o Revenue recognition;

o Allowance for doubtful accounts; and

o Accounting for income taxes.

In many cases, the accounting treatment of a particular transaction is
specifically dictated by GAAP and does not require management's judgment in its
application. There are also areas in which management's judgment in selecting
among available alternatives would not produce a materially different result.
Our senior management has reviewed these critical accounting policies and
related disclosures. See Notes to Condensed Consolidated Financial Statements,
which contain additional information regarding our accounting policies and other
disclosures required by GAAP.

REVENUE RECOGNITION

Revenue on time-and-materials contracts is recognized based upon hours
incurred at contract rates plus direct costs. Revenue on fixed-price contracts
is recognized on the percentage-of-completion method based on costs incurred in
relation to total estimated costs. Anticipated losses are recognized as soon as
they become known. Provisions for estimated losses on uncompleted contracts are
made in the period in which such losses are determined.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

We determine our allowance by considering a number of factors, including
the length of time trade accounts receivable are past due, our previous loss
history, the customer's current ability to pay its obligation to us, and the
condition of the general economy and the industry as a whole. We make judgments
as to our ability to collect outstanding receivables based on these factors and
provide allowances for these receivables when collections become doubtful.
Provisions are made based on specific review of all significant outstanding
balances.

ACCOUNTING FOR INCOME TAXES

We account for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Under the asset and
liability method of SFAS No. 109, deferred income taxes are recognized for the
expected future tax consequences of temporary differences between financial
statement carrying amounts, and the tax bases of existing assets and liabilities
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Any
deferred tax asset has been reserved by the Company with an offsetting valuation
allowance adjustment.

RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 2004, COMPARED TO QUARTER
ENDED JUNE 30, 2003

REVENUES

Revenues for the quarter ended June 30, 2004, were approximately
$1,693,000, a decrease of $770,000, as compared to revenues of approximately
$2,463,000 for the quarter ended June 30, 2003. The decrease in revenues in 2004
was primarily attributable to the loss of a significant government contract for
the providing of services in the nursing industry to a government facility.

COST OF SALES

Cost of sales for the quarter ended June 30, 2004, was approximately $1.4
million, or 83% of revenues, as compared to approximately $1.8 million, or 73%
of revenues, for the quarter ended June 30, 2003. The percentage increase in
cost of sales for the quarter ended June 30, 2004, was primarily attributable to
the increased labor costs associated with fulfilling the Company's contracts.

GROSS PROFIT

Gross profit for the quarter ended June 30, 2004, was $297,432, or 18% of
revenues, as compared to gross profit of $637,629, or 26% of revenues, for the
quarter ended June 30, 2003.

OPERATING EXPENSES

Operating expenses for the quarter ended June 30, 2004, were $961,643, or
57% of revenues, as compared to $706,736, or 29% of revenues, for the quarter
ended June 30, 2003. The increase in operating expenses in 2004 was primarily
attributable to professional fees associated with the filings of the
registration statement and annual report.

OTHER INCOME (EXPENSE)

Other expense for the quarter ended June 30, 2004, was $37,788, as
compared to $25,346 for the quarter ended June 30, 2003. Interest expense
increased as the lending activity increased in 2004.

NET LOSS

The Company had a net loss of $701,999 for the three months ended June 30,
2004, compared to a net loss of $94,453 for the three months ended June 30,
2003. The increase of $607,546 was mainly attributable to lower revenues and
increased operating expenses.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2004, COMPARED TO SIX
MONTHS ENDED JUNE 30, 2003

REVENUES

Revenues for the six months ended June 30, 2004, were approximately
$3,378,000, a decrease of $1,345,000, as compared to revenues of approximately
$4,723,000 for the six months ended June 30, 2003. The decrease in revenues in
2004 was primarily attributable to the loss of a significant government contract
for the providing of services in the nursing industry to a government facility.

COST OF SALES

Cost of sales for the six months ended June 30, 2004, was approximately
$2.7 million, or 80% of revenues, as compared to approximately $3.4 million, or
73% of revenues, for the six months ended June 30, 2003. The percentage increase
in cost of sales for the six months ended June 30, 2004, was primarily
attributable to the increased labor costs associated with fulfilling the
Company's contracts.

GROSS PROFIT

Gross profit for the six months ended June 30, 2004, was $666,820, or 20%
of revenues, as compared to gross profit of $1,292,839, or 27% of revenues, for
the six months ended June 30, 2003.

OPERATING EXPENSES

Operating expenses for the six months ended June 30, 2004, were
$1,763,866, or 52% of revenues, as compared to $1,408,642, or 30% of revenues,
for the six months ended June 30, 2003. The increase in operating expenses in
2004 was primarily attributable to professional fees associated with the filings
of the registration statement and annual report.

OTHER INCOME (EXPENSE)

Other expense for the six months ended June 30, 2004, was $72,065, as
compared to $55,660 for the six months ended June 30, 2003. Interest expense
increased as the lending activity increased in 2004.

NET LOSS

The Company had a net loss of $1,169,111 for the six months ended June 30,
2004, compared to a net loss of $171,463 for the three months ended June 30,
2003. The increase of $997,648 was mainly attributable to lower revenues and
increased operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

The Company's financial statements have been prepared on a going concern
basis that contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business. The Company
incurred a net loss of $701,999 and $94,453 for the three months ended June 30,
2004 and 2003, respectively, and has an accumulated deficit of $4,485,977 at
June 30, 2004. Management recognizes that they must generate additional
resources to enable them to continue operations. Management is planning to
obtain additional capital principally through the sale of equity securities. The
realization of assets and satisfaction of liabilities in the normal course of
business is dependent upon Medical Staffing obtaining additional equity capital
and ultimately obtaining profitable operations. However, no assurances can be
given that the Company will be successful in these activities. Should any of
these events not occur, the accompanying consolidated financial statements will
be materially affected.

The Company is at present meeting its current obligations from its monthly
cash flows, which during 2002, 2003 and to date in 2004 has included cash from
operations, investor capital, and loans from related parties. However, due to
insufficient cash generated from operations, the Company currently does not
internally generate cash sufficient to pay all of its incurred expenses and
other liabilities. As a result, the Company is dependent on investor capital and
loans to meet its expenses and obligations. Although investor funds and related
party loans have allowed the Company to meet its obligations in the recent past,
there can be no assurances that the Company's present methods of generating cash
flow will be sufficient to meet future obligations. Historically, the Company
has, from time to time, been able to raise additional capital from sales of its
capital stock, but there can be no assurances that the Company will be able to
raise additional capital in this manner.

Cash used in operating activities was $1,772,758 for the six months ended
June 30, 2004, compared to $602,497 for the same period in 2003. The increase in
cash used was due primarily to the increased loss from operations.

Cash provided by investing activities was $44,682 for the six months ended
June 30, 2004, compared to cash used in investing activities of $39,169 for the
same period in 2003. This increase was principally due to a decrease in amounts
funded to related parties in 2004.

Cash provided by financing activities was $1,864,533 for the quarter ended
June 30, 2004, compared to $633,496 during the same period in 2003. This
increase was mainly due to the funding of the convertible debenture.

In May 2002, the Company entered into a line of credit agreement with a
factor. The loan, which is due on demand bears interest at prime plus 1.00%. The
factor lends up to 90% of the receivable balance to the Company, and receives
payment directly on the outstanding receivables and the remaining balance is
remitted to the Company. The outstanding balance at June 30, 2004 was
approximately $888,416. The balance is reflected net of a 10% reserve that the
factor has established which is adjusted on each funding.

Additionally, the Company maintains a small credit line with a bank. There
was no balance outstanding as of June 30, 2004.

In May 2002, the Company borrowed $220,000 from an individual to be used
in developing the Company's business plan, including the Homeland Security
operations. The note payable was non-interest bearing until May 2003 and bore
interest at 7% going forward. The note was fully paid in May 2004.

In 1997, the Company borrowed $300,000 plus interest at 10% from an
individual and had started repayments of that note with interest and paid down
the balance to $163,000. The Company received notice in 2002 that the lender
filed a lawsuit against the Company, and in 2002 recorded the full settlement
amount due the lender. The remaining balance of $163,000 is included in that
settlement amount as of December 2002 (see Note 11 to the included Financial
Statements). This amount was paid back from a private stock transaction by the
officer in November 2003.

to convert the debentures into shares of common stock at a conversion price
similar to the terms described above. The Company has the right to redeem the
debentures upon fifteen business days notice for 115% of the amount redeemed.
Upon such redemption, the holder shall receive warrants equal to 10,000 shares
of common stock for each $100,000 redeemed with an exercise price equal to 120%
of the closing bid price of the common stock on the closing date. None of the
debentures have been converted to date.

On March 11, 2004, the Company entered into a Standby Equity Distribution
Agreement with Cornell Capital Partners. Under the agreement, the Company may
issue and sell to Cornell Capital Partners common stock for a total purchase
price of up to $15.0 million. The purchase price for the shares is equal to 100%
of the market price, which is defined as the lowest volume weighted average
price of the common stock during the five trading days following the notice
date. The amount of each advance is subject to an aggregate maximum advance
amount of $250,000, with no advance occurring within seven trading days of a
prior advance. Cornell Capital Partners received a one-time commitment fee of
750,000 shares of the Company's common stock. Cornell Capital Partners is
entitled to retain a fee of 5% of each advance. In addition, the Company entered
into a placement agent agreement with Newbridge Securities Corporation, a
registered broker-dealer. Pursuant to the placement agent agreement, the Company
paid a one-time placement agent fee of 10,000 restricted shares of common stock
equal to approximately $1,400 based on the Company's stock price on March 11,
2004.

There have been no draws to date under the Standby Equity Distribution
Agreement. However, the Company plans to utilize the Standby Equity Distribution
Agreement to fund operations, as needed.

On June 11, 2004, the Company received $1,000,000 in return for a
promissory note to Cornell Capital. The note has a 229-day term. As of June 30,
2004, the full amount of the note remains outstanding.

From time to time, the Company may evaluate potential acquisitions
involving complementary businesses, content, products or technologies. The
Company has entered into a letter of intent to acquire a Virginia company in the
same industry. The Company is currently conducting due diligence. The Company's
future capital requirements will depend on many factors, including the success
of our operations, economic conditions and other factors including the results
of future operations. If the Company is unable to raise sufficient funds to meet
its long-term capital needs, there is a risk that the Company will be required
to cease operations.

PLAN OF OPERATIONS

The Company, through its TeleScience subsidiary, will continue to provide:

o medical staffing services,

o information technology and telecommunications services, and

o Homeland Security products and services.

TeleScience provides two categories of services:

o Medical Systems

o Technology

The Medical Systems operations specialize in the long-term staffing of
medical personnel, including physicians, nurses, technicians, and dental
assistants, for various federal and state government medical facilities
throughout the country. In 2004, the Company intends to expand to provide
long-term staffing of nurses (RNs and LPNs) to private hospitals in the
tri-state area (Virginia, Maryland, D.C.), as well as sections of Pennsylvania.

The Technology operations specialize in long-term professional consulting
and staffing of experienced and qualified IT personnel in the government and
private sectors. We provide systems integration and information technology (IT)
services. We also serve homeland security efforts with emergency equipment,
decontamination products, vehicles, and supplies within the federal government,
particularly the Department of Defense and the Veteran's Administration.

In May 2002, the Company was awarded a three-year $2.6 million dollar
contract with the Department of Health and Human Services to provide nursing
staff to the U.S. Public Health Service in support of the National Hansen's
Disease Programs based in Louisiana. This is the second such contract won by the
Company.

In October 2003, the Company extended their agreement with the California
State Department of Corrections for Contract Nursing Staff. This agreement has
an annual estimated value of $2.5 million dollars.

At the end of September 2003, the Company completed its contract to
provide medical staffing for the Walter Reed Army Medical Center in Washington,
D.C.

MANAGEMENT STRATEGY

The Company's management has taken several initiatives to grow and expand
its current businesses of medical and technology services and to develop and
market its homeland security business.

MANAGEMENT STRATEGIC PLAN FOR FUTURE GROWTH AND EXPANSION

The Management's strategic plan for future growth and expansion is
fourfold: 1) expand its medical services into the private sector; 2) enhance
recruitment; 3) develop a homeland security marketing plan; and 4) acquire
suitable companies.

EXPANSION OF MEDICAL SERVICES INTO THE PRIVATE SECTOR. In January 2004,
the Company hired a seasoned executive to direct the Company's expansion of its
medical services into the private health care sector. We believe this expansion
will provide long-term part-time staffing of registered nurses (RNs) and
licensed professional nurses (LPNs) to private health care facilities in the
tri-state area (Virginia, Maryland, DC), as well as parts of Pennsylvania.
Examples of such facilities are hospitals, nursing homes, private clinics, and
assisted living centers.

ENHANCING RECRUITMENT. The Company is embarking on a long-range plan for
recruiting ancillary and professional level staff for medical contracts. This
plan is geared toward expanding the business of the Company's most active
services, the Medical Systems Operations. The Medical Systems operations
presently provide long-term medical staffing services for a wide array of
military, federal, and state government health care facilities, such as
hospitals and clinics. Medical Staffing is also moving into similar staffing
arrangements with its private sector. We believe that our long-range recruiting
plans will support both of these initiatives. These initiatives arise from the
recognition of the opportunities provided by the well known and chronic shortage
of health care professionals -especially nurses (RNs) in this country.

OVERSEAS RECRUITING OF REGISTERED NURSES. The largest shortage in terms of
vacancies and intractability of recruiting domestic personnel exists in the
nursing profession. This profession, historically dominated by women, is
experiencing nurse shortages that are closely related to the opening of many
alternative career fields to a younger generation of women. This situation is
unlikely to change, leading to the intractability of attracting a large number
of American women into nursing. The Company perceives an opportunity in this
situation, which we believe can provide business expansion for many years. It is
the Company's plan to aggressively recruit nurses from suitable countries
overseas over the next few years.

DOMESTIC RECRUITING OF HEALTH CARE PROFESSIONALS. The Company has a
constant need for recruiting medical and non-medical professionals for filling
positions created by newly won contracts or for filling vacancies caused by
turnover, terminations, or relocations. The Company has an established
recruiting department for the recruitment of health care professionals to meet
such needs on a regular basis, as well as its future contract requirements on a
proactive basis. This department uses newspaper and internet media extensively
for this purpose. The Company's website is also being updated to attract these
professionals to apply for jobs directly for open or future upcoming positions.

ACQUISITION OF SUITABLE COMPANIES. A letter of intent was issued at the
beginning of the third quarter 2004 to acquire a company in a medically related
area. The two companies are currently in the due-diligence phase of the
transaction.

DEVELOP A HOMELAND SECURITY MARKETING PLAN

The Company views this market sector as an opportunity for growth. The
Company has invested significant resources to build an infrastructure and to
generate an initial presence in this sector. During the first quarter of 2004,
the Company formed a strategic alliance with Mobile Healthcare Solutions (MHS),
a provider of deployable, mobile medical treatment facilities. The two companies
intend to partner for joint bidding on select projects in homeland security
arenas that fit their combined expertise. The Company's initial marketing plan

in the homeland security arena is to utilize the power and expertise of its
alliances to market its decontamination products. This marketing plan further
extends marketing of emergency equipment, decontamination products, vehicles,
and personal protective equipment to federal, state, and local governments. The
Company was named as one of the participants in a $1,000,000,000 IDIQ contract
in the homeland security area with the state of Pennsylvania, and this contract
has recently been renewed for another year.

CURRENT ACCOUNTING PRONOUNCEMENTS

In September 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 141, Business Combinations, and
No. 142, Goodwill and Other Intangible Assets, effective for fiscal years
beginning after December 15, 2001. Under the new rules, the pooling of interests
method of accounting for business combinations are no longer allowed and
goodwill and intangible assets deemed to have indefinite lives will no longer be
amortized but will be subject to annual impairment tests in accordance with the
Statements. Other intangible assets will continue to be amortized over their
useful lives. The Company adopted these new standards effective January 1, 2002.

On October 3, 2001, the FASB issued Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("SFAS 144"), that is applicable to financial statements issued for
fiscal years beginning after December 15, 2001. The FASB's new rules on asset
impairment supersede SFAS 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of," and portions of Accounting
Principles Board Opinion 30, "Reporting the Results of Operations." This
Standard provides a single accounting model for long-lived assets to be disposed
of and significantly changes the criteria that would have to be met to classify
an asset as held-for-sale. Classification as held-for-sale is an important
distinction since such assets are not depreciated and are stated at the lower of
fair value and carrying amount. This Standard also requires expected future
operating losses from discontinued operations to be displayed in the period (s)
in which the losses are incurred, rather than as of the measurement date as
presently required.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.
This statement rescinds SFAS No. 4, Reporting Gains and Losses from
Extinguishment of Debt, and an amendment of that statement, SFAS No. 44,
Accounting for Intangible Assets of Motor Carriers, and SFAS No. 64,
Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements. This
statement amends SFAS No. 13, Accounting for Leases, to eliminate
inconsistencies between the required accounting for sales-leaseback transactions
and the required accounting for certain lease modifications that have economic
effects that are similar to sales-leaseback transactions.

Also, this statement amends other existing authoritative pronouncements to
make various technical corrections, clarify meanings, or describe their
applicability under changed conditions. Provisions of SFAS No. 145 related to
the rescissions of SFAS No. 4 were effective for the Company on November 1, 2002
and provisions affecting SFAS No. 13 were effective for transactions occurring
after May 15, 2002. The adoption of SFAS No. 145 did not have a significant
impact on the Company's results of operations or financial position.

In June 2003, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. This statement covers restructuring
type activities beginning with plans initiated after December 31, 2002.
Activities covered by this standard that are entered into after that date will
be recorded in accordance with provisions of SFAS No. 146. The adoption of SFAS
No. 146 did not have a significant impact on the Company's results of operations
or financial position.

In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure, an amendment of FASB
Statement No. 123"("SFAS 148"). SFAS 148 amends FASB Statement No. 123,
"Accounting for Stock-Based Compensation," to provide alternative methods of
transition for an entity that voluntarily changes to the fair value based method
of accounting for stock-based employee compensation. It also amends the
disclosure provisions of that Statement to require prominent disclosure about
the effects on reported net income of an entity's accounting policy decisions
with respect to stock-based employee compensation. Finally, this Statement
amends Accounting Principles Board ("APB") Opinion No. 28, "Interim Financial
Reporting", to require disclosure about those effects in interim financial
information. SFAS 148 is effective for financial statements for fiscal years
ending after December 15, 2002. The Company will continue to account for
stock-based employee compensation using the intrinsic value method of APB
Opinion No. 25, "Accounting for Stock Issued to Employees," but has adopted the
enhanced disclosure requirements of SFAS 148.

In April 2003, the FASB issued SFAS Statement No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities", which amends
and clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under FASB
Statement No. 133, Accounting for Derivative Instruments and Hedging Activities.
This Statement is effective for contracts entered into or modified after June

30, 2003, except for certain hedging relationships designated after June 30,
2003. Most provisions of this Statement should be applied prospectively. The
adoption of this statement did not have a significant impact on the Company's
results of operations or financial position.

In May 2003, the FASB issued SFAS Statement No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity". This Statement establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). This
statement is effective for financial instruments entered into or modified after
May 31, 2003, and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003, except for mandatorily redeemable
financial instruments of nonpublic entities, if applicable. It is to be
implemented by reporting the cumulative effect of a change in an accounting
principle for financial instruments created before the issuance date of the
Statement and still existing at the beginning of the interim period of adoption.
The adoption of this statement did not have a significant impact on the
Company's results of operations or financial position.

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"),
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others. FIN 45 requires a company, at the
time it issues a guarantee, to recognize an initial liability for the fair value
of obligations assumed under the guarantees and elaborates on existing
disclosure requirements related to guarantees and warranties. The recognition
requirements are effective for guarantees issued or modified after December 31,
2002 for initial recognition and initial measurement provisions. The adoption of
FIN 45 did not have a significant impact on the Company's results of operations
or financial position.

In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51.
FIN 46 requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is
effective for all new variable interest entities created or acquired after
January 31, 2003. For variable interest entities created or acquired prior to
February 1, 2003, the provisions of FIN 46 must be applied for the first interim
or annual period beginning after June 15, 2003. The adoption of FIN 46 did not
have a significant impact on the Company' results of operations or financial
position.

ITEM 3. CONTROLS AND PROCEDURES

(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's Principal Executive Officer/Acting Principal Financial Officer (one
person), of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. The Company's disclosure controls and
procedures are designed to provide a reasonable level of assurance of achieving
the Company's disclosure control objectives. The Company's Principal Executive
Officer/Acting Principal Accounting Officer has concluded that the Company's
disclosure controls and procedures are, in fact, effective at this reasonable
assurance level. In addition, we reviewed our internal controls, and there have
been no significant changes in our internal controls or in other factors that
could significantly affect those controls subsequent to the date of their last
valuation or from the end of the reporting period to the date of this Form
10-QSB.

(B) CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

In connection with the evaluation of the Company's internal controls
during the Company's last fiscal quarter, the Company's Principal Executive
Officer/Acting Principal Financial Officer (one person) has determined that
there are no changes to the Company's internal controls over financial reporting
that have materially affected, or are reasonably likely to materially effect,
the Company's internal controls over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently involved in any material legal proceedings. However,
in 2003, we settled a claim against the Company from an individual who was a
former officer and investor. In satisfaction of that settlement, 2,655,678
restricted shares of Medical Staffing common stock were delivered to the
individual in November of 2003. The Company may become involved in litigation,
from time to time, in the ordinary course of business.

ITEM 2. CHANGES IN SECURITIES

On March 11, 2004, the Company entered into a Securities Purchase
Agreement with Cornell Capital Partners. Under the Securities Purchase
Agreement, Cornell Capital Partners was obligated to purchase $600,000 of
secured convertible debentures from the Company. On March 11, 2004, Cornell
Capital Partners purchased $250,000 of convertible debentures and, on May 3,
2004, Cornell Capital Partners purchased $350,000 of additional debentures.
These debentures accrue interest at a rate of 5% per year and mature two years
from the issuance date. The debentures are convertible into the Company's common
stock at the holder's option any time up to maturity at a conversion price equal
to the lower of (i) 115% of the closing bid price of the common stock as of the
closing date or (ii) 85% of the lowest closing bid price of the common stock the
five trading days immediately preceding the conversion date. The debentures are
secured by the assets of the Company. At maturity, the Company has the option to
either pay the holder the outstanding principal balance and accrued interest or
to convert the debentures into shares of common stock at a conversion price
similar to the terms described above. The Company has the right to redeem the
debentures upon fifteen business days notice for 115% of the amount redeemed.
Upon such redemption, the holder shall receive warrants equal to 10,000 shares
of common stock for each $100,000 redeemed with an exercise price equal to 120%
of the closing bid price of the common stock on the closing date. On May 28,
2004, Cornell Capital Partners converted $50,000 into 471,698 shares of common
stock.

On March 11, 2004, Medical Staffing entered into a Standby Equity
Distribution Agreement with Cornell Capital Partners. Under the Agreement,
Medical Staffing may issue and sell to Cornell Capital Partners common stock for
a total purchase price of up to $15.0 million. The purchase price for the shares
is equal to 100% of the market price, which is defined as the lowest volume
weighted average price of the common stock during the five trading days
following the notice date. The amount of each advance is subject to an aggregate
maximum advance amount of $250,000, with no advance occurring within seven
trading days of a prior advance. Cornell Capital Partners received a one-time
commitment fee of 750,000 shares of the Company's common stock. Cornell Capital
Partners is entitled to retain a fee of 5% of each advance. In addition, Medical
Staffing entered into a placement agent agreement with Newbridge Securities
Corporation, a registered broker-dealer. Pursuant to the placement agent
agreement, Medical Staffing paid a one-time placement agent fee of 10,000
restricted shares of common stock equal to approximately $1,400 based on Medical
Staffing's stock price on March 11, 2004.

The Company issued 750,000 shares of common stock in March 2004 to Cornell
Capital Partners, L.P. as a commitment fee for the Standby Equity Distribution
Agreement. The value of these shares is $105,000 and has been reflected as loan
commitment fees in the condensed consolidated balance sheet at March 31, 2004.
Since the effective date of the registration statement occurred in May, no
amortization has been recognized by the Company for the three months ended March
31, 2004.

The Company issued 2,416,667 shares of common stock during the first
quarter of 2004 for $362,500 for cash paid to the Company. The Company issued
2,625,107 shares of common stock for cash and conversions of payables valued at
$495,206 during the second quarter of 2004.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

On March 9, 2004, a majority of Medical Staffing's stockholders voted by
written consent to increase the number of authorized shares of common stock to
300 million shares and to increase the number of authorized shares of preferred
stock to 30 million shares. The corresponding Articles of Amendment were filed
with the Secretary of State of Nevada on March 9, 2004.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) EXHIBITS:

EXHIBIT NO.

2.1 Articles of Incorporation, as amended Incorporated by reference to Exhibit 3(a) to the
Company's Registration Statement on Form SB-2 as filed
with the United States Securities and Exchange
Commission on October 9, 2001

3.1 By-laws Incorporated by reference to Exhibit 3(b) to the
Company's Registration Statement on Form SB-2 as filed
with the United States Securities and Exchange
Commission on October 9, 2001

3.2 Articles of Amendment Incorporated by reference to Exhibit 3 to the
Company's Annual Report on Form 10-KSB as filed with
the United States Securities and Exchange Commission
on March 27, 2003

3.3 Articles of Amendment Incorporated by reference to Exhibit 3 to the
Company's Annual Report on Form 10-KSB as filed with
the United States Securities and Exchange Commission
on March 27, 2003

10.1 Sublease Agreement dated December 23, 2002 by and Incorporated by reference to Exhibit 10.1 to the
among InterAmerica Technologies, Inc., Kemron Company's Annual Report on Form 10-KSB as filed with
Environmental Services and Telescience the United States Securities and Exchange Commission
International, Inc. on April 9, 2004

10.2 Promissory Note in the principal amount of Incorporated by reference to Exhibit 10.2 to the
$875,920 made by the Company in favor of B. B. Company's Annual Report on Form 10-KSB as filed with
Sahay the United States Securities and Exchange Commission
on April 9, 2004

10.3 Memorandum of Understanding dated March 10, 2004, Incorporated by reference to Exhibit 10.3 to the
by and between Silver Star Technologies, Inc. and Company's Annual Report on Form 10-KSB as filed with
TeleScience International, Inc. the United States Securities and Exchange Commission
on April 9, 2004

10.4 Memorandum of Understanding by and between Incorporated by reference to Exhibit 10.4 to the
Telescience International, Inc. and Chesapeake Company's Annual Report on Form 10-KSB as filed with
Government Technologies, Inc. the United States Securities and Exchange Commission
on April 9, 2004

10.5 Proposal dated January 7, 2004 from Professional Incorporated by reference to Exhibit 10.5 to the
Nursing Resources, Inc. to Telescience Company's Annual Report on Form 10-KSB as filed with
International, Inc. the United States Securities and Exchange Commission
on April 9, 2004

10.6 Standby Equity Distribution Agreement dated Incorporated by reference to Exhibit 10.6 to the
March 11, 2004 between Medical Staffing and Company's Annual Report on Form 10-KSB as filed with
Cornell Capital Partners LP the United States Securities and Exchange Commission
on April 9, 2004

10.7 Registration Rights Agreement dated March 11, Incorporated by reference to Exhibit 10.7 to the
2004 between Medical Staffing and Cornell Capital Company's Annual Report on Form 10-KSB as filed with
Partners LP the United States Securities and Exchange Commission
on April 9, 2004

10.8 Escrow Agreement dated March 11, 2004 among Incorporated by reference to Exhibit 10.8 to the
Medical Staffing, Cornell Capital Partners LP, Company's Annual Report on Form 10-KSB as filed with
Butler the United States Securities and Exchange Commission
on April 9, 2004

10.9 Securities Purchase Agreement dated March 11, Incorporated by reference to Exhibit 10.9 to the
2004 among Medical Staffing and the Buyers Company's Annual Report on Form 10-KSB as filed with
the United States Securities and Exchange Commission
on April 9, 2004

10.10 Escrow Agreement dated March 11, 2004 among Incorporated by reference to Exhibit 10.10 to the
Medical Staffing, the Buyers and Butler Gonzalez, Company's Annual Report on Form 10-KSB as filed with
LP the United States Securities and Exchange Commission
on April 9, 2004

10.11 $250,000 Convertible Debenture dated March 11, Incorporated by reference to Exhibit 10.11 to the
2004 between Medical Staffing and Cornell Capital Company's Annual Report on Form 10-KSB as filed with
Partners LP the United States Securities and Exchange Commission
on April 9, 2004

10.12 Investors Registration Rights Agreement dated Incorporated by reference to Exhibit 10.12 to the
March 11, 2004 between Medical Staffing and the Company's Annual Report on Form 10-KSB as filed with
Investors the United States Securities and Exchange Commission
on April 9, 2004

10.13 Placement Agent Agreement dated March 11, 2004 Incorporated by reference to Exhibit 10.13 to the
among Medical Staffing and Cornell Partners, L.P. Company's Annual Report on Form 10-KSB as filed with
the United States Securities and Exchange Commission
on April 9, 2004

10.14 Renewal Agreement dated February 5, 2004, from Incorporated by reference to Exhibit 10.14 to the
Commonwealth of Pennsylvania to Telescience Company's Annual Report on Form 10-KSB as filed with
International, Inc. regarding Contract 2550-09 the United States Securities and Exchange Commission
Personal Protection Equipment PPE on April 9, 2004

10.15 Memorandum of Understanding dated February 23, Incorporated by reference to Exhibit 10.15 to the
2004, to Mobile Healthcare Solutions, Inc. from Company's Annual Report on Form 10-KSB as filed with
Telescience International, Inc. the United States Securities and Exchange Commission
on April 9, 2004

10.16 Purchase Orders Incorporated by reference to Exhibit 10.16 to the
Company's Annual Report on Form 10-KSB as filed with
the United States Securities and Exchange Commission
on April 9, 2004

10.17 Master Contract dated April 1, 2004, by and Incorporated by reference to Exhibit 10.17 to the
between Telescience International, Inc. and State Company's Annual Report on Form 10-KSB as filed with
of California Department of Corrections the United States Securities and Exchange Commission
on April 9, 2004

10.18 Contract for Commercial Items dated May 19, 2002, Incorporated by reference to Exhibit 10.18 to the
by and between Department of Health & Human Company's Annual Report on Form 10-KSB as filed with
Services and Telescience International, Inc. the United States Securities and Exchange Commission
on April 9, 2004

10.19 Master Contract dated March 4, 2002, by and Incorporated by reference to Exhibit 10.19 to the
between California Department of Corrections and Company's Annual Report on Form 10-KSB as filed with
Telescience International, Inc. the United States Securities and Exchange Commission
on April 9, 2004

10.20 Memorandum dated March 26, 2003 regarding Branch Incorporated by reference to Exhibit 10.20 to the
Office Location Company's Annual Report on Form 10-KSB as filed with
the United States Securities and Exchange Commission
on April 9, 2004

14.1 Code of Ethics Incorporated by reference to Exhibit 14.1 to the
Company's Annual Report on Form 10-KSB as filed with
the United States Securities and Exchange Commission
on April 9, 2004

31.1 Certification by Chief Executive Provided herewith
Officer/Principal Financial Officer pursuant to
15 U.S.C. Section 7241, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification by Chief Executive Officer and Provided herewith
Principal Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002

(B) CURRENT REPORT ON FORM 8-K DURING THE QUARTER ENDED JUNE 30, 2004:

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Medical Staffing has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized August 23, 2004.

August 23, 2004 MEDICAL STAFFING SOLUTIONS, INC.

By: /s/ Brajnandan B. Sahay
-----------------------------------------------
Brajnandan B. Sahay,
President, Chief Executive Officer and Director