SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 6010

      July 5, 2005

Shaun Jones
President, Secretary/Treasurer and CEO
Rx Staffing, Inc.
1718 Fawn Court NW
Gig Harbor, Washington 98332

Re:	Rx Staffing, Inc.
	Registration Statement on Form SB-2
      Filed June 10, 2005
	File Number 333-125686

Dear Mr. Jones:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
FORM SB-2

General

1. Please note that where we provide examples to illustrate what
we
mean by our comments, they are examples and not complete lists.
If
our comments are applicable to portions of the filing that we have
not cited as examples, please make the appropriate changes in
accordance with our comments.
2. Please provide us proofs of all graphic, visual or photographic
information you will provide in the printed prospectus prior to
its
use, for example in a preliminary prospectus.  Please note we may
have comments regarding this material.

3. Throughout your entire document, you reference "directors" and
"officers."  It is our understanding that you only have one
officer
who also services as your sole director.  Please revise your
entire
document to accurately reflect you only have one officer who is
also
your director.  For example, we note in your MD&A section you make
several references to "officers" and "directors."  Please revise
your
disclosure accordingly.
4. Please tell us if you have started the application process to
list
or quote your securities on a securities market and when you
expect
to commence listing or quoting on such market.  We may have
additional comments.
5. Please provide an audited balance sheet as required by Item 310
(a) of Regulation S-B.

Registration Statement Facing Page
6. Although Form SB-2 does not contain a space to indicate that
the
securities are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, please
revise
to include this disclosure.
Prospectus cover page
7. Please revise the second line where you disclose the number of
shares of common stock to say "up to 2,000,000 shares of common
stock."
8. We note the payment of offering proceeds to the William F.
Dolan
trust account.  Please tell us who Mr. Dolan is and why the escrow
agreement refers to Michael Berg as the escrow agent.  In
addition,
please tell us why the escrow account refers to Expert Systems
instead of Rx Staffing and why you are using an escrow agent in
Arizona.  We may have additional comments.

Prospectus Summary, page 5

9. As you have chosen to include a summary of your strategy,
please
revise to include a discussion of the risks and obstacles you must
address in implementing this strategy.  Simply cross-referencing
to
the Risk Factors section is not sufficient.

Risk Factors

General

10. Please include a separate risk factor disclosing the risks
presented by the fact that you presently have no sales, marketing
or
distribution capabilities.

11. Please include a risk factor that discusses your charter and
bylaw provisions and how such provisions would prevent a change of
control in management. In the alternative, advise us as to why you
do
not believe a risk factor is necessary.

12. Please include a risk factor discussing whether or not you
carry
insurance to cover events such as liability claims, etc.  Should
you
have liability or general business coverage, please disclose the
coverage amount, if you do not have insurance currently, so state.

Our sole officer and director works for us on a part-time basis
...,
page 5

13. Please revise to include a discussion of Shaun Jones`s
conflict
of interest and his employment with Harrison Memorial Hospital.

14. Please revise this risk factor to state that you may still go
out
of business if Shaun Jones does not pursue other business
opportunities.

RSI may not be able to attain profitability without additional
...,
page 6

15. We note your statement that you do not foresee experiencing
liquidity and solvency problems in the next 12 months.  We also
note
that you have no other alternative sources of financing other than
this offering.  Finally, we understand you will terminate this
offering should you not sell obtain $25,000 in proceeds from this
offering.  Please revise to clearly explain you will not be able
to
continue operations and therefore will suffer liquidity and
solvency
problems in the next 12 months should you not raise the minimum
offering amount.

Because of competitive pressures from competitors with more
resources, RSI ..., page 6
16. Please revise to provide an estimate of the number of
competitors
and your competitive position.  If a small number of competitors
are
dominant in the industry, then identify them.

RSI may lose its top management without employment ..., page 7
17. Please disclose if you maintain a key man life insurance
policy
for Shaun Jones.

18. Please disclose that you currently have no full or part-time
employees for Rx Staffing, Inc.

Investors may have difficulty liquidating their investment ...,
page
8

19. Please disclose why trading in Rx Staffing`s shares may
trigger
the "penny stock" rules.

Investors in this offering will bear substantial risk of loss ...,
page 8
20. Please revise this risk factor to explain that investors who
purchase shares will:

* Pay a price per share that substantially exceeds the value of
your
assets after subtracting its liabilities; and
* Contribute ___% of the total amount to fund the company but will
own only ___% of the shares outstanding.
21. Also tell us and briefly disclose in the prospectus whether
you
intend to use any forms of prospectus other than print, such as
CD-
ROM-s, videos, etc. and provide all such prospectuses for our
examination. Please refer to SEC Releases No. 33-7233 and No. 33-
7289. We may have additional comments.

Background of Directors, Executive Officer, Promoters and Control
Persons, page 12

22. Please disclose what experience Shaun Jones has in starting
and
operating a health care related business, if none, please so
state.
23. Please expand the discussion to describe the nature of HRN
Medical Agency`s business and  the nature of the services Mr.
Jones
provides to HRN.  In addition, please tell us supplementally
whether
Mr. Jones is prohibited from establishing a competing business to
that conducted by HRN.

Description of Business, page 14

24. Please describe in detail the limited start-up operations you
have completed to date.

Industry Background and Competition, page 17

25. Please disclose the size of your target market in dollar
terms.
To the extent you use information derived from third party
sources,
please also provide us with a marked copy of the documentation to
support your statement.

26. Please provide independent third party support for the three
industry drivers you list in this section.

Plan of Operation, page 19

27. Please disclose if you have had any negotiations with
hospitals
or long term care facilities to date, if not, please so state.

Description of Property, page 20

28. Please disclose whether the premises at 1718 Fawn Court is
Shaun
Jones` primary residence.

Holders, page 21
29. The discussion refers to four shareholders of record, whereas
elsewhere in the prospectus you refer to Mr. Jones as the sole
shareholder.  Please revise or advise.

Financial Statements

Report of Independent Registered Public Accounting Firm, page F1
30. It appears that the audit opinion of Bagell Josephs & Company,
L.L.C. does not conclude on the financial position of the company
as
of December 31, 2004 and the changes in operations, changes in
stockholders` equity and cash flows for the period then ended.
Please provide an audit opinion, which references all periods
presented as being audited.

Critical Accounting Policies

Stock-Based Compensation, page 36
31. We have read your response to comment 45. Please explain to us
the basis for your conclusion that your method for determining the
fair value of stock options complied with SFAS 123 (R).
Additionally, we noted your lack of a "bona fide" price range.
Please be aware that we may have further comments regarding the
equity fair market valuations reflected in your financial
statements
after you include the IPO offering range in the filing.

Consolidated Financial Statements

Note 3. Joint Venture, pages F-11 and F-12
32. We have read your response to comment 61. Please discuss in
MD&A
the consequences to your future operations, financial position and
liquidity if this debt is not restructured and the joint venture
is
terminated or becomes inactive. Explain to us the financial
implications of an "equal settlement of liabilities" under the
joint
venture agreement. Based upon your disclosures, it appears that
upon
termination of the joint venture, you would be required to make
non
refundable cash payments to the joint venture to settle
outstanding
liabilities.  Please explain to us how this provision in the joint
venture agreement does not constitute a guarantee or further
commits
the company to provide further financial support and thus would
necessitate recognition of losses in excess of your initial
investments and any subsequent advances. Additionally, if such a
contingency to settle joint venture liabilities does not exist,
clarify your disclosure on page 56.  If such a contingency does
exist, revise your disclosure in the applicable sections of the
filing and in Note 3 to describe the nature of this contingency
and
provide an estimate of the possible loss or range of loss or state
that such an estimate cannot be made. Expand your disclosure in
Note
3 to cover the termination provisions of the joint venture
agreement
as described on page 56.

Exhibits
33. Please file all amendments to your articles of incorporation
and
bylaws.  In this regard, we note the bylaws provide for three
directors and there is currently only one director.  We also note
the
annual meeting is to be held June 1.

*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	You may contact Franklin Wyman (202) 551-3660 or Kevin Woody
at
(202) 551-3629 if you have questions regarding comments on the
financial statements and related matters.  Please contact Albert
Lee
at (202) 551-3654 or me at (202) 551-3715 with any other
questions.

								Sincerely,

								Jeffrey Riedler
								Assistant Director

cc:	Wendy E. Miller, Esq.
	2549B Eastbluff Dr. #437
	Newport Beach, CA 92660

Shaun Jones
Rx Staffing, Inc.
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