SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               AMENDMENT NO. 2 TO
                                    FORM 10-Q

     |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the quarterly period ended November 30, 2003

                                       OR
          |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 0-26715

                    COMPREHENSIVE HEALTHCARE SOLUTIONS, INC.

             (Exact name of registrant as specified in its charter)

            Delaware                                             58-0962699
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                           45 Ludlow Street, Suite 602
                             Yonkers, New York 10705
               (Address of principal executive offices) (Zip Code)

                                 (914) 375-7591
              (Registrant's telephone number, including area code)

                                 Not applicable
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 |_|

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of January 14, 2004, we had
10,409,366 shares of common stock outstanding, $0.10 par value.



                         PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements:

BASIS OF PRESENTATION

The accompanying unaudited financial statements are presented in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. The accompanying statements should be read in
conjunction with the audited financial statements for the year ended February
28, 2003. In the opinion of management, all adjustments (consisting only of
normal occurring accruals) considered necessary in order to make the financial
statements not misleading, have been included. Operating results for the three
months ended November 30, 2003 are not necessarily indicative of results that
may be expected for the year ending February 28, 2004. The financial statements
are presented on the accrual basis.

The Company is filing this amended 10Q due to the fact that the financial
statements for this period were not reviewed by an accountant who was registered
with the Public Company Accounting Oversight Board ("PCAOB"). The accountant has
applied for registration with PCAOB and has not received approval or denial with
regard to its application. In the interim, the Company has engaged an accountant
registered with the PCAOB in the event that the current accountant is not
registered in a timely manner. The Company intends to file an amended 10Q with
the reviewed financial statements as soon as possible.



FINANCIAL STATEMENTS AND EXHIBITS.

FINANCIAL STATEMENTS

For the information required by this Item, refer to the Index to Financial
Statements appearing on page F-1 of the registration statement.

                           NANTUCKET INDUSTRIES, INC.
                     Financial Statements Table of Contents


                                                                  Page #
Consolidated Balance Sheets (Unaudited)                                2
November 30, 2003 and February 28, 2003

Consolidated Statements of Operations (Unaudited)                      3
For Quarters Ended November  30, 2003 and 2002


Consolidated Statements of Cash Flow                                   4
For Quarters Ended November 30, 2003 and 2002

Notes to Financial Statements                                        5-8





                                       1








                                                                              Nantucket Industries, Inc.
                                                                                        and Subsidiaries


                                                                             Consolidated Balance Sheets

                                                                          November 30,      February 28,
                                                                                  2003              2003

                                                                          Not Reviewed           Audited

------------------------------------------------------------------------- ------------- -----------------
Assets                                                                                               (1)
                                                                                      
   Cash and cash equivalents                                                 $  34,288            $  550
   Accounts receivable                                                         158,939           132,324
   Inventories                                                                   7,345             5,365
   Prepaid expenses                                                             73,067             8,067
   Stock subscription receivable                                                     -            25,000
   Other current assets                                                          6,300             5,000
------------------------------------------------------------------------- ------------- -----------------
              Total current assets                                             279,939           176,306
------------------------------------------------------------------------- ------------- -----------------
Property, plant and equipment, net                                              66,331            66,340
Other assets, net
   Covenant not to compete                                                     300,000           300,000
   Customer list                                                               265,570           285,706
   Prepaid expenses                                                            240,000                 -
------------------------------------------------------------------------- ------------- -----------------
                                                                            $1,151,840          $828,352
------------------------------------------------------------------------- ------------- -----------------
Liabilities and Stockholders' Equity
   Accounts payable                                                          $  77,800          $ 77,766
   Loans payable                                                                45,000            55,000
   Pre-petition taxes                                                            3,964             3,964
------------------------------------------------------------------------- ------------- -----------------
              Total current liabilities                                        126,764           136,730
Convertible debenture                                                          150,000                 -
Line of credit                                                                  30,000            30,000
Pre-petition taxes, net of current portion                                      19,821            19,821
------------------------------------------------------------------------- ------------- -----------------
              Total liabilities                                                326,585           186,551
------------------------------------------------------------------------- ------------- -----------------
Stockholders' equity
   Common stock, $.10 par value; authorized 20,000,000                       1,040,937           859,052
      shares;            issued 10,409,366
   Additional paid-in capital                                               13,269,425        13,079,309
   Common stock subscribed                                                           -            25,000
   Accumulated deficit                                                    (13,485,107)      (13,321,560)
------------------------------------------------------------------------- ------------- -----------------

              Total stockholders' equity                                       825,255           641,801
------------------------------------------------------------------------- ------------- -----------------
                                                                            $1,151,840         $ 828,352
------------------------------------------------------------------------- ------------- -----------------


(1) Derived from audited financial statements

                See accompanying notes to financial statements.

                                        2






                                                                              Nantucket Industries, Inc.
                                                                                        and Subsidiaries


                                                       Consolidated Statements of Operations (Unaudited)


  Quarters ended November 30,                                                     2003              2002

                                                                         Not Reviewed           Reviewed

  --------------------------------------------------------------------------------------------------------
                                                                                         
  Net sales                                                                   $103,086           $94,321
  Cost of sales                                                                 97,946            76,067
  --------------------------------------------------------------------------------------------------------
                Gross profit                                                     5,140            18,254
  Selling, general and administrative expenses                                  57,745            73,036
  --------------------------------------------------------------------------------------------------------
                Loss from operations                                           (52,605)          (54,782)
  Other expense:
     Interest expense                                                            4,071             1,650
     Depreciation and amortization                                              22,415            27,788
  --------------------------------------------------------------------------------------------------------
                Total other expense                                             26,486            29,438
  --------------------------------------------------------------------------------------------------------

  Loss before income taxes                                                     (79,091)          (84,220)

  Income taxes                                                                       -                 -
  --------------------------------------------------------------------------------------------------------

  Net loss                                                                     (79,091)          (84,220)
  Net loss per share - basic and diluted                                          (.01)             (.01)
  --------------------------------------------------------------------------------------------------------
  Weighted average common shares outstanding                                10,162,114         8,298,985
  --------------------------------------------------------------------------------------------------------


                 See accompanying notes to financial statements.

                                       3






                                                                              Nantucket Industries, Inc.
                                                                                        and Subsidiaries


                                                       Consolidated Statements of Cash Flows (Unaudited)

  Quarters ended November 30,                                                     2003              2002

                                                                          Not Reviewed          Reviewed

  ------------------------------------------------------------------------------------------------------
  Cash flows from operating activities:
                                                                                          
     Net loss                                                                 $(79,091)         $(84,220)
     Adjustments to reconcile net loss to
        net cash provided by operating activities:
          Depreciation and amortization                                         22,415            27,788
          Decrease (increase) in assets:
             Accounts receivable                                               (24,259)           23,707
             Inventories                                                        (3,175)             (340)
             Prepaid expenses                                                 (125,000)          (70,000)
             Notes receivable                                                        -            (6,000)
          (Decrease) increase in liabilities:
             Accounts payable                                                    3,300             5,169
  ------------------------------------------------------------------------------------------------------
                Net cash used by operating activities                         (205,810)         (103,896)
  ------------------------------------------------------------------------------------------------------
  Cash flows from investing activities:
     Additions to property, plant and equipment                                      -                 -
  ------------------------------------------------------------------------------------------------------
  Cash flows from financing activities:

     Issue of stock for operations                                             125,000           115,000

     Proceeds from debenture                                                    50,000                 -
     Repayment of loan                                                               -            (8,100)
  ------------------------------------------------------------------------------------------------------
                Net cash provided by financing activities                      175,000           106,900
  ------------------------------------------------------------------------------------------------------
  Net (decrease) increase in cash and cash equivalents                         (30,810)            3,004
  Cash and cash equivalents, beginning of period                                65,098             1,196
  ------------------------------------------------------------------------------------------------------
  Cash and cash equivalents, end of period                                    $ 34,288            $4,200
  ------------------------------------------------------------------------------------------------------
  Supplemental Disclosure of Cash Flow Information:
     Cash paid during the period for:
        Interest                                                                $4,071            $1,650
        Income taxes                                                                $-                $-




                 See accompanying notes to financial statements.

                                       4




                           Nantucket Industries, Inc.
                                and Subsidiaries
                   Notes to Consolidated Financial Statements

1.   Summary of Significant Accounting Policies


     a. The Company

     Nantucket Industries, Inc. and its wholly owned subsidiaries (the
     "Company") were inactive from October 1999 until January 26, 2002. At that
     date a reverse merger with Accutone Inc. and Subsidiary occurred. (See note
     1) Accutone Inc. is engaged in the business of selling and distributing
     hearing aids and providing the related audio logical services.

     b. Principles of Consolidation

     The consolidated financial statements include the accounts of Nantucket
     Industries, Inc. and its wholly owned subsidiaries. All significant
     intercompany balances and transactions have been eliminated.

     As a result of the above described acquisition, Nantucket Industries, Inc.
     (together with Accutone's wholly-owned subsidiary) has no business or
     assets other than those which it acquired through its acquisition of
     Accutone.

     c. Accounts Receivable

     An allowance for doubtful accounts is provided based upon historical bad
     debt experience and periodic evaluations of the aging of the accounts. No
     allowance was considered necessary since to date there has been no bad debt
     expense.

     d. Property, Plant and Equipment


     Property and equipment are stated at cost. Depreciation is computed for
     financial statement purposes, using the straight-line method over the
     estimated useful life. For income tax purposes, depreciation is computed
     using statutory rates.

     e. Inventories


     Inventories are stated at the lower of costs (first-in, first-out method)
     or market.

     f. Intangible Assets


     Intangible assets include customer lists, which are stated at cost.
     Amortization is computed for financial statement and tax purposes using the
     straight-line method over 15 years.

     g. Income Taxes


     The Company and its wholly owned subsidiaries file a consolidated federal
     income tax return. Deferred income taxes arise as a result of differences
     between financial statement and income tax reporting


                                        5


                           Nantucket Industries, Inc.
                                and Subsidiaries

                   Notes to Consolidated Financial Statements

     h. Earnings (Loss) Per Common Share


     In fiscal year 1998, the Company adopted Statement of Financial Accounting
     Standards No. 128 (SFAS No. 128), Earnings Per Share, which requires public
     companies to present earnings per share and, if applicable, diluted
     earnings per share. All comparative periods must be restated as of February
     28, 1998 in accordance with SFAS No. 128. Basic earnings per share are
     based on the weighted average number of common shares outstanding without
     consideration of potential common share equivalents. Diluted earnings per
     share are based on the weighted average number of common and potential
     common shares outstanding. The calculation takes into account the shares
     that may be issued upon exercise of stock options, if any, reduced by the
     shares that may be repurchased with the funds received from the exercise,
     based on the average price during the year.

     i. Reporting Comprehensive Income


     In June 1997, the Financial Accounting Standards Board (FASB) issued
     Statement of Financial Accounting Standards No. 130 (SFAS No. 130),
     Reporting Comprehensive Income, which is effective for the Company's year
     ending February 27, 1999. SFAS No. 130 addresses the reporting and
     displaying of comprehensive income and its components. Earnings (loss) per
     share will only be reported for net earnings (loss), and not for
     comprehensive income. Adoption of SFAS No. 130 relates to disclosure within
     the financial statements and is not expected to have a material effect on
     the Company's financial statements.

     j. Segment Information


     In June 1997, the FASB also issued Statement of Financial Accounting
     Standards No. 131 (SFAS No. 131), Disclosure About Segments of an
     Enterprise and Related Information, which is effective for the Company's
     year ending February 27, 1999. SFAS No. 131 changes the way public
     companies report information about segments of their business in their
     financial statements and requires them to report selected segment
     information in their quarterly reports. Adoption of SFAS No. 131 relates to
     disclosure within the financial statements and is not expected to have a
     material effect on the Company's financial statements.

     k. Fiscal Year

     The Company's fiscal year ends February 28.

                                        6


                           Nantucket Industries, Inc.
                                and Subsidiaries

                   Notes to Consolidated Financial Statements

     l. Reclassification


     Certain prior year amounts have been reclassified in order to conform to
     the current year's presentation.

     m. Use of Estimates


     In preparing the Company's financial statements, management is required to
     make estimates and assumptions that affect the reported amounts of assets
     and liabilities and the disclosure 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.

     n. Impairment of Long-Lived Assets


     The Company applies Statement of Financial Accounting Standards No. 121,
     Accounting for the Impairment of Long-Lived Assets and for Long-Lived
     Assets to be Disposed of. Accordingly, when indicators of impairment are
     present, the Company periodically evaluates the carrying value of property,
     plant and equipment and intangibles in relation to the operating
     performance and future undiscounted cash flows of the underlying business.
     The Company adjusts carrying amount of the respective assets if the
     expected future undiscounted cash flows are less than their book values. No
     impairment loss was required in fiscal year 2003.

     o. Fair Value of Financial Instruments


     Based on borrowing rates currently available to the Company for debt with
     similar terms and maturities, the fair value of the company's long-term
     debt approximate the carrying value. The carrying value of all other
     financial instruments potentially subject to valuation risk, principally
     cash, accounts receivable and accounts payable, also approximate fair
     value.

     p. Goodwill and Other Intangible Assets


     The Company applies Statement of Financial Accounting Standards No. 142,
     "Goodwill and Other Intangible Assets" (SFAS 142). Accordingly, the Company
     ceased amortization of certain intangible assets i.e. the covenant not to
     compete, effective at the beginning of its February 28, 2003 fiscal year.
     An intangible asset with an indefinite useful life should be tested for
     impairment in accordance with the guidance in SFAS 142. A impairment loss
     would be recorded for any intangible that is determined to be impaired. No
     impairment loss was required in fiscal year 2003.


                                        7


                           Nantucket Industries, Inc.
                                and Subsidiaries

                   Notes to Consolidated Financial Statements

     q. Advertising Costs


     Costs for newspaper and other media advertising are expensed as incurred
     and were $18,147, $1,686 and $0 in 2003, 2002 and 2001, respectively.

     r. Sales return policy


     The Company provides to all patients purchasing hearing aids a specific
     return period, a minimum of 45 days, if the patient is dissatisfied with
     the product. The Company does not provide an allowance in accrued expenses
     for returns since actual returns for this fiscal year were less than 2%.
     The return period can be extended an additional 15 days at the discretion
     of the dispensing audiologist. All the manufacturers that supply the
     Company accept all returns back for full credit within these return
     periods.


2.   Concentration of Risk

     Currently approximately 70% of the reorganized Company's business is based
     on contracts with The New York State Medical Assistance Program (Medicaid)
     and Empire Medicare Service (Medicare).


3.   Acquisition of Audiology Practice

     On February 28, 2002 the Company executed a contract with Park Avenue
     Medical Practice Associates, P.C. and Park Avenue Health Care Management,
     Inc. The Park Avenue Group directly employs medical professional personnel,
     including physicians in both general and specialty practices and other
     health care professionals such as podiatrists, audiologists, psychologists
     and psychotherapists.

     Nursing homes and long term care facilities contract with Park Avenue for
     the services of Park Avenue's medical professionals, on a pre-determined
     schedule or on an as-needed basis. Pursuant to the terms of the agreement
     Park Avenue contributed its entire audiology practice to the Company. The
     contract also calls for Brad I. Markowitz, the president of Park Avenue
     Management to join the Company's Board of Directors. Mr. Markowitz is a
     banker by trade and has been with Park Avenue since 1995. At that time Park
     Avenue was servicing approximately seven nursing homes. Under his tutelage
     Park Avenue has grown to service over seventy long term care facilities. In
     addition, Mr. Markowitz serves on the Board of Trustees of several private
     companies.

     The Company issued 1,200,000 shares of restricted common stock to acquire
     the audiology practice of Park Avenue Medical Associates P.C. Under the
     agreement the Company gains access to approximately 70 nursing homes to
     provide complete audiology services. As of February 28, 2003 the Company
     has entered into contracts with approximately 38 of these nursing homes. In
     addition, Park Avenue will continue to provide additional access to any new
     nursing homes they have contact with.


                                        8





Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

The Company is filing this amended 10Q due to the fact that the financial
statements for this period were not reviewed by an accountant who was registered
with the Public Company Accounting Oversight Board ("PCAOB"). The accountant has
applied for registration with PCAOB and has not received approval or denial with
regard to its application. In the interim, the Company has engaged an accountant
registered with the PCAOB in the event that the current accountant is not
registered in a timely manner. The Company intends to file an amended 10Q with
the reviewed financial statements as soon as possible.

Overview

Net sales refer to fees earned by the provision of audiological testing in our
offices as well as those provided on site in Nursing Homes, Assisted Living
Facilities, Senior Care Facilities and Adult Day Care Centers as well as the
sales and distribution of hearing aids generated in each of these venues. A
majority of our sales represent reimbursement from Medicare, Medicaid and third
party payors. Generally, reimbursement from these parties can take as long as
120 to 180 days. We have recently implemented the billing of Medicare on-line
which should cut reimbursement time to approximately 60 days. Medicaid
reimbursements can only be billed with various submissions which are mailed on a
weekly basis. While we are attempting to find a method of expediting this paper
submission process it seems unlikely that we will be able to accomplish this in
our near future. As a result, Medicaid payments, which constitute approximately
60% of our reimbursement will continue to take 120 to 180 days to be realized.

The anticipated growth in revenues resulting from the prior acquisition of the
audiology practice of Park Avenue has not yet come to fruition. This was caused
in part by our inability to attract additional audiologists on a timely basis as
well as insufficient working capital. We believe that this will not be long
lived since we are developing new compensation packages that will include
incentives of cash and common stock. Management believes that the new capital
markets are improving which will allow the Company sufficient new working
capital to achieve these goals. We continue to not be able to meet our original
anticipated growth in revenues. This has been caused in part by our continuing
inability to attract additional audiologists. We are currently networking with
Paxxon Healthcare Services, Inc. which expends funds on a continuing basis to
advertise for and recruit speech pathologists. Paxxon will be adding
audiologists in their help wanted advertising copy to assist us in our hiring
endeavors. To date we have started to receive audiologists resumes and are in
the process of setting up interviews. We feel that this assistance along with a
more sophisticated compensation packages including both cash and common stock,
as well as our anticipated success in raising additional working capital will
assist us in achieving our goals. We have identified and are actively pursuing
various early intervention agencies, which if we are successful in signing
contracts with, will add to our revenue stream. Since our last reporting period
we have begun to negotiate contracts with five new agencies and have added one
agency and anticipate adding two others in the next three months.

In order for us to implement our business plan, we will require financing in a
minimum amount of $500,000 to $750,000 during the next twelve months. As of
November 30, 2003, we raised $150,000 in convertible debt financing and as of
January 14, 2004 we have received a subscription agreement from an accredited
investor for an additional $50,000.00 convertible debenture. We anticipate that
we will receive this additional financing within a period of 30 days. We intend
to continue to use our best efforts to generate between an additional $600,000
to $1,000,000 in equity or convertible debt financing from a private placement
of our securities within six to eighteen months. To date we have received
limited financing which we believe is in part attributable to the market
conditions in 2003. At this time, we are unable to state what the amount of
shareholder dilution which will result from the intended financing.

If we are unable to raise the required funds through a private placement, we
will endeavor to raise the required financing from other sources such as lease
financing for major equipment purchases and loans from banks or institutional
lenders. We cannot be certain that we will be able to raise the required
financing from any of the foregoing sources.



THREE MONTHS ENDED NOVEMBER 30, 2003 COMPARED TO THREE MONTHS ENDED
NOVEMBER 30, 2002

Sales for the third quarter of fiscal year ended 2003 and 2002 were $103,086 and
$94,321 respectively. Management attributes the revenue increase to be due for
the most part to an additional customer base of existing offices. This
conservative increase is a result of managements continued conservation of
operating capital until such time as additional revenues and costs related a
additional revenues could be fiscally sound. In addition, management has been
actively involved in pursuing potential merger and/or acquisition candidates in
related fields, which diminished marketing efforts by the company to attempt to
increase the number of facilities being serviced and therefore adding to our
revenue base.

Cost of sales was $97,946 and $76,067, respectively. The increase was due to the
fact that revenues also increased in approximately the same proportions and
management attempts to contain costs.

General and Administrative costs were $57,745 and $73,036, respectively. This
minimal increase is attributable for the most part to attempts at keeping these
costs in line with revenues but also include additional costs involved with the
due diligence required for potential acquisitions.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows from operating activities were ($205,810) and ($103,896)
respectively. Cash flows from investing activities were $0 and $0 respectively.
Cash flows from financing activities were $175,000 and $106,900 respectively.
These changes were primarily due to the Company's issuance of common stock and
convertible debentures which were used to finance the Company's operations and
the acquisition of equipment.

Outlook

We intend to continue to devote ongoing efforts to increase our professional
staff so as to enable us to increase the number of additional nursing homes and
assisted living facilities we service. During the next twelve to eighteen months
we intend to add a new advertising program to increase the number of resale
sales which carry higher sales prices and related gross profit percentages.

We are currently exploring several potential acquisitions. All of these
businesses are in medically related fields which we believe can add favorably to
our revenue base and overall profitability. Along with this we are aggressively
seeking additional sources of new capital to allow us to expand our operations.
We are in ongoing negotiations to enter into a business combination with Paxxon
Healthcare Services, Inc. and believe that we will enter into a joint ventures
agreement with Paxxon by the end of February. To date no agreement has been
reached but we believe that this represents a tremendous opportunity for our
company to expand since speech pathology and early intervention are only some of
the services provided by Paxxon. Based upon the negotiations with Paxxon to
enter into a joint venture we currently have targeted three-four potential
acquisitions in the medical field. We believe that with the assistance of Paxxon
in the management and administration of these business we will be able to
generate a significant revenue stream from these potential transactions.

     1.   Staffing for homecare companies with approximately fifty contracts
          currently in force;
     2.   Early intervention contracts with New York State, Westchester, Putnam
          and Orange Counties;
     3.   Facility Staffing in several nursing homes and hospitals;
     4.   Management contracts with nursing homes in Brooklyn and Queens; and
     5.   Physical therapy centers with a representation in a total of 21
          offices in the Bronx, Southern New Jersey, Long Island and Queens.

In furtherance of our efforts to expand our services and increase our revenue
stream we are in the process of finalizing a leasing arrangement to take space
in the Bronx office of Excellence Healthcare, a wholly owned subsidiary of
Paxxon. We intend to commence use of such space between March 1, 2004 and March
31, 2004 depending upon the arrival of equipment for this office space which has
been ordered and is expected to arrive at such time. This office will be a fully
equipped audiology office providing early intervention and all other
audiological services including the sales and distributions of hearing aids. The
existing patient base at this office will provide an ongoing exposure to the
types of patients we currently service.



We intend to continue to strive to develop a sales and marketing force to assist
in the addition of those senior care facilities, hospitals, day care and senior
care centers who can add to our referral base of patient and customers. To date
we have been unable fully develop our sales and marketing force due to our lack
of capital.

In addition, to the potential acquisitions due to the joint venture with Paxxon,
we have two other potential acquisitions in the medical field. We are currently
in negotiations with two entities, one based in Texas and one in New York,
that provide health care management services for medical management and
alternative medicine including chiropractic, physical therapy and acupuncture.
We believe that we will enter into a letter of intent for the acquisition of at
least one of these companies by the middle of February 2004.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss that may impact our financial position,
results of operations or cash flows due to adverse changes in market prices and
rates. Our short-term debt bears interest at fixed rates; therefore our results
of operations would not be affected by interest rate changes.

Item 4.    Controls and Procedures

Evaluation of disclosure controls and procedures

Our principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934, as amended) as of a date within 90
days before the filing of this annual report (the Evaluation Date). Based on
that evaluation, our principal executive officer and principal financial officer
concluded that, as of the Evaluation Date, the disclosure controls and
procedures in place were adequate to ensure that information required to be
disclosed by us, including our consolidated subsidiaries, in reports that we
file or submit under the Exchange Act, is recorded, processed, summarized and
reported on a timely basis in accordance with applicable rules and regulations.
Although our principal executive officer and principal financial officer
believes our existing disclosure controls and procedures are adequate to enable
us to comply with our disclosure obligations, we intend to formalize and
document the procedures already in place and establish a disclosure committee.

Changes in internal controls

We have not made any significant changes to our internal controls subsequent to
the Evaluation Date. We have not identified any significant deficiencies or
material weaknesses or other factors that could significantly affect these
controls, and therefore, no corrective action was taken.

                           PART II - OTHER INFORMATION

Item 1.      Legal Proceedings                                       None

Item 2.      Changes in Securities                                   None

Item 3.      Defaults Upon Senior Securities               Not Applicable

Item 4.      Submission of Matters to a Vote of Security Holders     None

Item 5.      Other Information                                       None

Item 6.      Exhibits and Reports on Form 8-K                        None

             a. Exhibits

                 31.1   Certification John H. Treglia, CEO

                 32.1   Certification John H. Treglia, CEO

             b. Reports on Form 8-K                                  None.

                 No reports on Form 8-K were filed for this
                 quarter of 2003.







                                   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 thereunto duly authorized.

                                 COMPREHENSIVE HEALTHCARE SOLUTIONS, INC.

                                 By: /s/  John H. Treglia
                                 ---------------------------------
                                          JOHN H. TREGLIA
                                          CEO, CFO and President


Dated:   February 28, 2005