8-K 1 v011110.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES EXCHANGE ACT OF 1934 January 12, 2005 MEDICAL STAFFING SOLUTIONS, INC. (Exact Name of Registrant as Specified in Charter) Nevada 000-23967 91-2135006 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 8150 Leesburg Pike, Suite 1200, Vienna, Virginia 22182 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (703) 641-8890 Not Applicable (Former Name or Former Address, If Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 3.02. Unregistered Sales of Equity Securities On December 30, 2004, the board of directors of Medical Staffing Solutions, Inc (the "Company") approved the conversion of an $850,920 loan due by the Company to Dr. Brajnandan B. Sahay, the Company's President, Chief Executive Officer and Principal Financial Officer ("Dr. Sahay"), into 17,018,400 shares of the Company's common stock. The conversion price was calculated at $0.05 per share, which was the closing market price of the Company's common stock on December 30, 2004. The shares were issued to Dr. Sahay on January 12, 2005 and are restricted. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 14, 2005 MEDICAL STAFFING SOLUTIONS, INC. By: /s/ Dr. Brajnandan B. Sahay --------------------------- Name: Dr. Brajnandan B. Sahay Title: President, Chief Executive Officer, Principal Financial Officer and Director

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the

SECURITIES EXCHANGE ACT OF 1934

January 11, 2005

MEDICAL STAFFING SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	000-23967	91-2135006
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

8150 Leesburg Pike, Suite 1200, Vienna, Virginia	22182
(Address of principal executive offices)	(Zip code)
Registrant’s telephone number, including area code:	(703) 641-8890

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On January 11, 2005, Medical Staffing Solutions, Inc. (the “Company”) entered into a non-binding letter of intent (the “Letter of Intent”) with Staff Relief, Inc. (“Staff Relief”) and its sole shareholder. Pursuant to the Letter of Intent and upon the consummation of a definitive agreement, the Company will purchase all of the issued and outstanding common stock of Staff Relief.

On January 13, 2005, the Company issued a press release announcing that the Company has entered into the Letter of Intent with Staff Relief.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

Exhibit		Description	Location
Exhibit 99.1		Press Release dated January 13, 2005 announcing the entry into a Letter of Intent with Staff Relief	Provided herewith

SIGNATURES

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

	Medical Staffing Solutions, Inc.
Date: January 13, 2005	By:	/s/ Dr. Brajnandan B. Sahay
		Name: Dr. Brajnandan B. Sahay
		Title: President, Chief Executive Officer, Principal Financial Officer and Director

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