S-8

As filed with the Securities and Exchange Commission on

September 23, 2005

Registration No. 333-

_______________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

COMPREHENSIVE HEALTHCARE SOLUTIONS, INC.

(Exact name of issuer as specified in its charter)

DELAWARE

(STATE OR OTHER JURISDICTION OF

INCORPORATION OR ORGANIZATION)

58-0962699

(IRS EMPLOYER

IDENTIFICATION NO.)

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

Registrant’s telephone number, including area code: (250) 379-2727

Consulting

Shares Issued For Services

Name and address of agent for service) copies to:

Anslow & Jaclin, LLP

192 Route 9 South, Suite 204

Manalapan, NJ 07726

(732) 409-1212

Approximate date of commencement of proposed sale to the public: Upon the effective date of this Registration Statement.

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (3)(4)	Proposed maximum offering price per share (1)(2)	Proposed maximum offering price	Amount of registration fee (1)
Common Stock, $.10 par value	100,000	$.75	$75,000	$57.83

(1)	The fee with respect to these shares has been calculated pursuant to Rules 457(h) and 457(c) under the Securities Act of 1933 and based upon the average of the last price per share of our Common Stock on September 20, 2005 a date within five (5) days prior to the date of filing of this registration statement, as reported by the OTC Electronic Bulletin Board.
(2)	Estimated solely for the purpose of calculating the registration fee.
(3)	Represents the maximum number of shares that may be issued under above named consulting agreements.
(4)	This Registration Statement shall also cover any additional shares of Common Stock which become issuable pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

Documents Incorporated by Reference X Yes No

PART II

Item 3. Incorporation of Documents by Reference.

The following documents are incorporated by reference in this registration statement and made a part hereof:

(a)	Our quarterly reports on Form 10Q-SB for the periods ended May 31, 2005;
(b)	Our annual report on Form 10-KSB for the year ended February 28, 2005 filed pursuant to Section 15(d) of the Exchange Act of 1934, as amended or the 1934 Act.
(c)	All other documents filed by us after the date of this registration statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after today’s date and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which de-registers all securities then remaining in this registration statement and to be part thereof from the date of filing of such documents.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interest of Named Experts and Counsel.

Richard I. Anslow and Gregg E. Jaclin, partners of Anslow & Jaclin, LLP, our attorneys, will be receiving an aggregate of 100,000 shares of our common stock pursuant to this registration statement.

Item 6. Indemnification of Directors and Officers.

Our Certificate of Incorporation and By-laws provide that we shall indemnify to the fullest extent permitted by Delaware law any person whom we may indemnify thereunder, including our directors, officers, employees and agents. Such indemnification (other than as ordered by a court) shall be made by us only upon a determination that indemnification is proper in the circumstances because the individual met the applicable standard of conduct i.e., such person acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interest. Advances for such indemnification may be made pending such determination. Such determination shall be made by a majority vote of a quorum consisting of disinterested directors, or by independent legal counsel or by the stockholders. In addition, our Certificate of Incorporation provides for the elimination, to the extent permitted by Delaware, of personal liability of our directors and our stockholders for monetary damages for breach of fiduciary duty as directors.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “1933 Act”) may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Item 7. Exemption From Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Number	Description
2.1	Consulting Agreement dated September 9, 2005 between Anslow & Jaclin, LLP and us.
5.1	Consent and Opinion of Anslow & Jaclin, LLP.
23.1	Consent of Jewett, Schwartz & Associates

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
	(a)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.
	(b)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

	(c)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by this paragraph is contained in periodic reports filed by us pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in the registration statement.
(2)	That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)	That, for purposes of determining any liability under the 1933 Act, each filing of our annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(5)	To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim financial information required to be presented by Item 310(b) of Regulation S-B is not set forth in the prospectus, to deliver, or cause to be delivered, to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
(6)	To deliver or cause to be delivered with the prospectus to each employee to whom the prospectus is sent or given, a copy of our annual report to stockholders for its last fiscal year, unless such employee otherwise has received a copy of such report, in which case the registration shall state in the prospectus that it will promptly furnish, without charge, a copy of such report on written request of the employee. If our last fiscal year has ended within 120 days prior to the use of the prospectus, our annual report for the preceding fiscal year may be delivered, but within such 120-day period the annual report for the last fiscal year will be furnished to each employee.
(7)	To transmit or cause to be transmitted to all employees participating in the plans who do not otherwise receive such material as our stockholders, at the time and in the manner such material is sent to its stockholders, copies of all reports, proxy statements and other communications distributed to its stockholders generally.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, we certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, there unto duly authorized, in the City of Yonkers, State of New York, on September 23, 2005.

COMPREHENSIVE HEALTHCARE SOLUTIONS, INC.
By:	/s/ John H. Treglia JOHN H. TREGLIA Chief Executive Officer; Chief Financial Officer; and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signatures		Date
By:	/s/ John H. Treglia JOHN H. TREGLIA Chief Executive Officer; Chief Financial Officer; and Director	September 23, 2005
By:	/s/ Frank Castanaro DR. FRANK CASTANARO Secretary and Director	September 23, 2005

EX-2.1

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this Agreement”) is made as of the 9th day of September, 2005 by and between Comprehensive Healthcare Solutions, Inc., (“the Company”), a Delaware corporation, and Anslow & Jaclin, LLP a New Jersey limited liability partnership (“the Consultant”).

WHEREAS, the Company is a publicly traded company whose shares are quoted on the OTC Bulletin Board under the symbol “CMHS;”

WHEREAS, the Consultant has provided legal services to the Company (“Consulting Services”); and

WHEREAS, the Company wishes to compensate Consultant for services already rendered and future services on the following terms and conditions:

NOW, THEREFORE, the Company and the Consultant agree as follows:

1.   In exchange for providing the Consulting Services to Company and as payment for services already provided, for which the Company currently owes Consultant the amount of $29,264.72 (the “Balance”), the Consultant shall receive one hundred thousand (100,000) S-8 shares of Company’s common stock, par value $.10 (the “Shares”). The 100,000 shares shall be issued in the following manner to the principals of Consultant (“Principals”): 60,000 shares to Richard I. Anslow and 40,000 shares to Gregg E. Jaclin. The Consulting Services were not directly or indirectly related to promoting or maintaining a market for the Shares. Moreover, Consultant agrees that the Shares are not and will not be provided in connection with a capital raising transaction for the Company, and that Consultant will provide no services relating to any capital raising or the promotion or maintenance of a market for the shares of common stock of the Company.

2. Following issuance of the Shares, the Principals shall sell the shares on the open market, and shall provide the Company with copies of brokerage statements reflecting the sale of the Shares. The net sale proceeds after brokerage commissions shall be applied as a credit against the Balance. In the event that the Balance has not been paid in full from the net sale proceeds of the Shares, then the Company undertakes to issue additional shares of its common stock, and to register such shares pursuant to an S-8 registration statement, if necessary, so that additional installments of shares can be issued to the Principals to satisfy the remaining Balance, on the same terms and conditions set forth above. In the event the Balance is exceeded, the Consultant shall credit the Company for future legal services.

3.   The Consultant shall use the Consultant’s best efforts to assist the Company by providing the Consulting Services.

4.   Consultant and the Principals each understands and agrees that Consultant and the Principals each is not an employee of the Company or any parent, subsidiary or affiliates of the Company and Consultant and the Principals each covenants and agrees that Consultant and the Principals each will make no claim, contention or argument that Consultant and the Principals each is or ever was an employee of the Company or any of its parent, subsidiaries or affiliates.

5.   The Consultant and the Principals shall not be liable for any mistakes of fact, errors of judgment, for losses sustained by the Company or any subsidiary or for any acts or omissions of any kind, unless caused by the negligence or intentional misconduct of the Consultant and the Principals or any person or entity acting for or on behalf of the Consultant and the Principals.

6.   The Company and its present and future subsidiaries jointly and severally agree to indemnify and hold harmless the Consultant and the Principals each against any loss, claim, damage or liability whatsoever, (including reasonable attorneys’ fees and expenses), to which Consultant and the Principals each may become subject as a result of performing any act (or omitting to perform any act) contemplated to be performed by the Consultant and the Principals each pursuant to this Agreement unless such loss, claim, damage or liability arose out of Consultant’s and

the Principals’ negligence, or intentional misconduct. The Company and its subsidiaries agree to reimburse Consultant and the Principals each for the reasonable costs of defense of any action or investigation (including reasonable attorney’s fees and expenses); provided, however, that Consultant and the Principals each agrees to repay the Company or its subsidiaries if it is ultimately determined that Consultant or the Principals is not entitled to such indemnity. In case any action, suit or proceeding shall be brought or threatened, in writing, against Consultant and the Principals, it shall notify the Company within three (3) days after the Consultant and the Principals receive notice of such action, suit or threat. The Company shall have the right to appoint the Company’s counsel to defend such action, suit or proceeding, provided that Consultant and the Principals each consents to such representation by such counsel, which consent shall not be unreasonably withheld. In the event any counsel appointed by the Company shall not be acceptable to Consultant and the Principals, then the Company shall have the right to appoint alternative counsel for Consultant and the Principals reasonably acceptable to Consultant and the Principals, until such time as acceptable counsel can be appointed. In any event, the Company shall, at its sole cost and expense, be entitled to appoint counsel to appear and participate as co-counsel in the defense thereof. Consultant and the Principals, or their co-counsel, shall promptly supply the Company’s counsel with copies of all documents, pleadings and notices which are filed, served or submitted in any of the aforementioned. Consultant and the Principals each shall not enter into any settlement without the prior written consent of the Company, which consent shall not be unreasonably withheld.

7.   This Agreement shall be binding upon the Company and the Consultant and their successors and assigns.

8.   If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions ofthis Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held, invalid illegal or unenforceable.

9.   No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any other provisions hereof (whether or not similar) shall be binding unless executed in writing by both parties hereto nor shall such waiver constitute a continuing waiver.

10.   This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which shall constitute one and the same Agreement.

11.   The Parties agree that should any dispute arise in the administration of this Agreement, that this Agreement shall be governed and construed by the laws of the State of New Jersey, without regard to conflicts of laws of any other jurisdiction. The Parties further agree that any action arising out of this agreement shall be brought exclusively in an appropriate court of New Jersey having jurisdiction.

12.   This Agreement contains the entire agreement between the parties with respect to the consulting services to be provided to the Company by the Consultant and supersedes any and all prior understandings, agreements or correspondence between the parties.

IN WITNESS WHEREOF, the Company and the Consultant have caused this Agreement to be signed by duly authorized representatives as of the day and year first above written.

COMPREHENSIVE HEALTHCARE SOLUTIONS, INC.	ANSLOW & JACLIN, LLP:
BY:  /s/ John Treglia	BY:   /s/ Richard I. Anslow

EX-5

ANSLOW & JACLIN, LLP

September 23, 2005

Combined Opinion and Consent

Comprehensive Healthcare Solutions, Inc.

45 Ludlow Street, suite 602

New York, NY 10705

Re: Comprehensive Healthcare Solutions, Inc.

Gentlemen:

We have acted as counsel to comprehensive Healthcare Solutions, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 as amended (the “Act”) of the Company’s Registration Statement on Form S-8, filed contemporaneously with the Commission relating to the registration under the Act of 100,000 shares (the “Shares”) of the Company’s Common Stock, $0.10 par value (the “Common Stock”).

In rendering this opinion, we have reviewed the Registration Statement on Form S-8, as well as a copy of the Certificate of Incorporation of the Company, as amended, and the By-Laws of the Company. We have also reviewed such statutes and judicial precedents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies.

Based on the foregoing and in reliance thereon, and subject to the qualifications and limitations set forth herein, we are of the opinion that:

(1) The Company has been duly incorporated and is a validly existing corporation under the laws of the State of Delaware;

(2) The Shares, when issued in connection with the agreements (copies annexed to the Registration Statement), will be legally issued, fully paid and non-assessable.

This opinion is limited to the General Corporation Law and the State of Delaware and we express no opinion with respect to the laws of any other jurisdiction. We consent to your filing this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement on Form S-8. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent.

Very truly yours,

ANSLOW & JACLIN, LLP

By: /s/ ANSLOW & JACLIN, LLP

          ANSLOW & JACLIN, LLP

195 Route 9 South, Suite 204, Manalapan, New Jersey 07726 Tel: (732) 409-1212 Fax: (732) 577-1188