UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-QSB

    [X]                  Quarterly report under Section 13 or
                                  15(d) of the
                         Securities Exchange Act of 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005

    [_]    Transition report under Section 13 or 15(d) of the Exchange Act

             For the transition period from __________ to __________

                         Commission File Number 0-29485

                             RESOLVE STAFFING, INC.
                           --------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                                     NEVADA
              ----------------------------------------------------
                         (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   33-0850639
                        (IRS Employer Identification No.)

                                 3235 OMNI DRIVE
                              CINCINNATI, OH 45245
                     ---------------------------------------
                    (Address of Principal Executive Offices)

                                 (800) 894-4250
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

                                       N/A
               --------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          If changed since Last Report)


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of August 5, 2005, there were
outstanding 14,639,101 shares of common stock, par value $0.0001, and no shares
of preferred stock.


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<PAGE>


                             RESOLVE STAFFING, INC.
            FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005

                                      INDEX

PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL STATEMENTS

         Consolidated balance sheets as of June 30, 2005 and
         December 31, 2004                                                3

         Consolidated statements of operations for the
         three and six months ended June 30, 2005 and 2004                4

         Consolidated statements of cash flows for the six months
         ended June 30, 2005 and 2004                                     5

         Notes to consolidated financial statements                       7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS                              15

ITEM 3. CONTROLS AND PROCEDURES                                           18

PART II OTHER INFORMATION

ITEM 4. CHANGES IN SECURITIES                                             20

ITEM 5.  OTHER INFORMATION                                                20

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                 20


                                       2
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<PAGE>


<TABLE>
<CAPTION>
                             RESOLVE STAFFING, INC.
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 2005 AND DECEMBER 31, 2004

ASSETS                                                              2005           2004
                                                             -----------    -----------
<S>                                                          <C>            <C>
Current Assets
    Cash and cash equivalents                                $   131,285    $     6,108
    Accounts receivable, net of allowance for bad
         debts of $14,104 for 2005 and $4,500 for 2004         2,120,454        165,925
    Prepaid and other assets                                     559,518         11,675
                                                             -----------    -----------
        Total current assets                                   2,811,257        183,708

Property and Equipment
    Property and equipment                                       501,525         44,652
    Less: Accumulated depreciation                               212,979         28,838
                                                             -----------    -----------
        Net property and equipment                               288,546         15,814

Other Assets
Goodwill                                                       2,773,774             --
Non Compete                                                      191,909             --
                                                             -----------    -----------
Total other assets                                             2,965,683             --
                                                             -----------    -----------

Total Assets                                                 $ 6,065,486    $   199,522
                                                             ===========    ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
Current Liabilities
    Accounts payable                                         $   480,624    $    87,120
    Accrued salaries and payroll taxes                           562,686         21,217
    Notes payable                                              2,518,525         89,100
    Notes payable - related party                              2,514,828        281,641
                                                             -----------    -----------
        Total current liabilities                              6,076,663        479,078
                                                             -----------    -----------

Long Term Liabilities
    Notes payable                                                435,644             --
                                                             -----------    -----------
        Total long term liabilities                              435,644             --
                                                             -----------    -----------

Stockholders' Equity (Deficit)
    Common stock, $.0001 par value, 50,000,000
     shares authorized, issued and outstanding:
      June 30, 2005 - 14,639,101
     shares; December 31, 2004 - 1,539,101 shares                  1,463            154
    Paid-in capital                                            1,300,078      1,161,387
    Accumulated deficit                                       (1,748,362)    (1,441,097)
                                                             -----------    -----------
             Total stockholders' deficit                        (446,821)      (279,556)
                                                             -----------    -----------
    Total Liabilities and Stockholders'
     Deficit                                                 $ 6,065,486    $   199,522
                                                             ===========    ===========
</TABLE>

              See accompanying notes to these financial statements.


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<PAGE>


<TABLE>
<CAPTION>
                             RESOLVE STAFFING, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004

                                                       Three Months Ended              Six Months Ended
                                                           June 30,                       June 30,
                                                    2005            2004           2005              2004
                                                ------------    ------------    ------------    ------------
<S>                                             <C>             <C>             <C>             <C>
Service Revenues                                $  5,419,915    $    410,178    $  7,131,691    $    698,405

Cost of Services                                   4,337,990         336,099       5,625,514         549,512
                                                ------------    ------------    ------------    ------------

Gross Margin                                       1,081,925          74,079       1,506,177         148,893

Operating Expenses
     Legal & professional fees                        63,156          61,293         119,565          84,788
     Advertising/Promotion                            44,049           2,902          65,292           5,192

     Salaries and benefits                           624,463         118,420         826,356         231,561
     Taxes and Licenses                                   97              --             155              45

      Rent & leases                                   70,271           3,634         104,615           7,279
     Travel & entertainment                           14,564              65          17,102             149
     Administrative expenses                         380,367          31,329         585,042          58,597
                                                ------------    ------------    ------------    ------------

                                                   1,196,967         217,643       1,718,127         387,611
                                                ------------    ------------    ------------    ------------
 Loss From Operations                               (115,042)       (143,564)       (211,950)       (238,718)

Other Expenses
      Interest expense                               (72,492)         (2,520)        (95,314)         (7,274)
                                                ------------    ------------    ------------    ------------
          Net other expenses                         (72,492)         (2,520)        (95,314)         (7,274)
                                                ------------    ------------    ------------    ------------

Net Loss                                        $   (187,534)   $   (146,084)   $   (307,264)   $   (245,992)
                                                ============    ============    ============    ============

Loss Per Share
     Basic and diluted                          $       (.01)   $       (.10)   $       (.02)   $       (.17)
                                                ============    ============    ============    ============

Weighted Average Number of Shares Outstanding
used to Calculate Loss Per Share
     Basic and diluted                            14,572,434       1,489,070      12,389,101       1,423,756
                                                ============    ============    ============    ============
</TABLE>

              See accompanying notes to these financial statements.


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<PAGE>


<TABLE>
<CAPTION>
                             RESOLVE STAFFING, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004

                                                            2005            2004
                                                        -----------    -----------
<S>                                                     <C>            <C>
Cash Flows From Operating Activities
    Net loss                                            $  (307,264)   $  (245,992)
    Adjustments to reconcile net loss to cash used in
      operating activities:
        Depreciation and Amortization                        22,960          3,940
        Common stock issued for services                     10,000        162,150
        Change in allowance for doubtful accounts             5,840             --
        Amortization of stock compensation                       --         (4,717)
    Decrease (increase) in current assets:
        Accounts receivable                              (1,742,372)        (3,624)
        Prepaid and other assets                            (48,062)       (20,518)
    Increase (decrease) in current liabilities:                              60407
        Accounts payable                                    265,719
        Bank overdraft                                           --         (6,180)
        Accrued salaries and payroll taxes                  326,455        (89,686)
        Other current liabilities                                --        (32,307)
                                                        -----------    -----------
           Total adjustments                             (1,159,460)        69,465

    Net cash used in operating activities                (1,466,724)      (176,527)
                                                        -----------    -----------

Cash Flows From Investing Activities
    Purchase of property and equipment                     (129,487)        (1,784)
    Acquisition of subsidiaries, net of cash               (384,145)            --
                                                        -----------    -----------
    Net cash used in investing activities                  (513,632)        (1,784)
                                                        -----------    -----------

Cash Flows From Financing Activities
     Proceeds from line of credit                         1,500,000             --
     Proceeds from notes payable                             35,769         48,100
     Repayment of note payable                             (172,643)            --
     Borrowings from (repayments to) stockholders                --        (40,000)
     Proceeds from note payable - for subsidiary
       acquisition                                           44,733             --
     Proceeds from notes payable - related party            697,673        170,245
                                                        -----------    -----------
     Net cash provided by financing activities            2,105,532        178,345
                                                        -----------    -----------

Net Increase in Cash and Cash Equivalents                   125,176             34

Cash and Cash Equivalents, Beginning of the Period            6,108             --
                                                        -----------    -----------

Cash and Cash Equivalents, End of the Period            $   131,284    $        34
                                                        ===========    ===========
</TABLE>


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<PAGE>





NON-CASH INVESTING AND FINANCING ACTIVITIES

On February 7, 2005, Resolve issued 13,000,000 shares of restricted common stock
valued at $130,000  and a note payable in the amount of  $1,500,000  in exchange
for 100% of the ownership interest in 3 entities with 10 staffing locations. The
fair value of the assets and liabilities  acquired,  net of cash, on the date of
acquisition were as follows:


Accounts receivable                            $    82,745
Prepaid and other assets                           499,782
Property and equipment                             161,974
Goodwill                                         2,216,471
Accounts payable and accrued liabilities          (122,306)
Accrued salaries and payroll taxes                (215,014)
Line of credit                                    (400,000)
Note payable--workers compensation insurance      (180,581)
Notes payable                                     (457,805)
                                               -----------

                                               $ 1,585,266
                                               ===========

During the  quarter  ended June 30,  2005,  Resolve  acquired 3 entities  with 3
staffing  locations in exchange for cash and the issuance of notes payable.  The
fair value of the assets and liabilities acquired on the date of acquisition, in
exchange for notes payable totaling $289,000, were as follows:

Accounts receivable                        $       135,252
Property and equipment                               2,140
Goodwill                                           223,158
Non-compete agreements                             144,000
Accounts payable                                    (5,479)
Notes payable                                     (210,071)
                                           ---------------

                                           $       289,000
                                           ===============


              See accompanying notes to these financial statements.


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                                       6
<PAGE>


                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005

NOTE A - ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Organization and Nature of Operations

Resolve  Staffing,  Inc.,  ("Resolve" or the "Company") was organized  under the
laws  of the  State  of  Nevada  on  April  9,  1998.  Integra  Staffing,  Inc.,
("Integra") is a wholly owned  subsidiary  that was organized  under the laws of
the State of Florida on August 16, 1999 (collectively  referred to as "Resolve")
and acquired in 2001.  The Company is a national  provider of  outsourced  human
resource  services  with 22 offices  reaching from  California to New York.  The
Company provides a full range of supplemental staffing and outsourced solutions,
including solutions for temporary, temporary-to-hire, or direct hire staffing in
the clerical,  office administration,  customer service,  professional and light
industrial categories.

On January 24, 2005, Resolve acquired certain assets from Solaris Staffing, Inc.
These assets  included the  operations  of certain  temporary  staffing  offices
located in upstate New York. The aggregate purchase price was $125,000, of which
$90,000 has been paid to date.

On February 20, 2005,  Resolve  acquired  SupportStaff  Employment  Services,  a
full-service  staffing firm located in Sebring, FL. The aggregate purchase price
was $75,000, which has been paid in full.

On April 1, 2005 Resolve opened a new temporary  staffing location in Salisbury,
North Carolina.

On May 9, 2005, Resolve acquired certain assets from Pride Staffing,  Inc. These
assets include a temporary staffing office located in Erie, PA.

On June 13, 2005  Resolved  acquired  The Arnold  Group,  a Southern  California
staffing firm.

On June 20, 2005 Resolve acquired Taylor Personnel Services, a Buffalo, New York
staffing firm.

Acquisition of Entities from Related Parties

On February 7, 2005,  Resolve  Staffing,  Inc.,  entered into an equity purchase
agreement  ("Agreement"),  to purchase  ELS  Personnel  Services  from  Employee
Leasing Services, Inc., ("ELS"), a privately-held company located in Cincinnati,
Ohio. The Company's Chief Executive Officer and director,  Ronald Heineman, is a
principal  shareholder,  officer  and  director  of ELS.  Pursuant to the equity
purchase  agreement,  Resolve acquired a total of 10 temporary employee staffing
locations from ELS.

Employee Leasing  Services,  Inc.,  acquired the 10 temporary  employee staffing
locations  throughout  fiscal  2004.  ELS  acquired 3  locations  from Five Star
Staffing,  Inc., in August 2004, 3 locations from Five Star Staffing (NY), Inc.,
in November 2004 and 4 locations  from  American  Staffing  Resources,  Ltd., in
November 2004. Prior to ELS's acquisition of these entities, these entities were
owned and operated by unrelated  third parties in various  locations  throughout
Florida, New York and Ohio.


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                                       7
<PAGE>


NOTE  A  -  ORGANIZATION,   NATURE  OF  OPERATIONS  AND  BASIS  OF  PRESENTATION
(CONTINUED)

Resolve issued  13,000,000  shares of restricted common stock valued at $130,000
and a note  payable  in the amount of  $1,500,000  in  exchange  for 100% of the
ownership interest in 3 entities with 10 staffing locations. The following table
summarizes  the  estimated  fair value of the assets  acquired  and  liabilities
assumed, net of cash, on the date of acquisition:

Accounts receivable                            $    82,745
Prepaid and other assets                           499,782
Property and equipment                             161,974
Goodwill                                         2,216,471
Accounts payable and accrued liabilities          (122,306)
Accrued salaries and payroll taxes                (215,014)
Line of credit                                    (400,000)
Note payable--workers compensation insurance      (180,581)

Notes payable                                     (457,805)
                                               -----------

                                               $ 1,585,266
                                               ===========

Acquisition of Entities from Unrelated Parties

On various dates during the quarter ended June 30, 2005, Resolve Staffing, Inc.,
entered into purchase  agreements  ("Agreements"),  to acquire all of the assets
and/or  ownership of 3 separate  privately-held  entities  owned and operated by
unrelated parties, Pride Staffing, Taylor Personnel Services Inc. and The Arnold
Group,  located  in  Erie,   Pennsylvania,   Buffalo,  New  York,  and  Southern
California,  respectively.  Pursuant  to  the  acquisition  agreements,  Resolve
acquired a total of 3 temporary employee staffing locations from the three newly
acquired entities.

Resolve paid cash and issued notes payable in the amount of $560,000 in exchange
for the assets and  liabilities of the 3 staffing  entities as described  below.
The following  table  summarizes the estimated fair value of the assets acquired
and liabilities assumed, on the date of acquisition:

Accounts receivable                            $   135,252
Property and equipment                              43,140
Goodwill                                           403,158
Non-compete agreements                             194,000
Accounts payable                                    (5,479)
Notes payable                                     (210,071)
                                               -----------

                                               $   560,000
                                               ===========

To date the books and records of the  locations  acquired have not been audited,
and therefore the allocation of the purchase price is subject to refinement.

In conjunction  with the  acquisitions in 2005,  $2,773,774 has been assigned to
goodwill.  Approximately  $480,000 of the goodwill is expected to be  deductible
for tax purposes.

The financial results of these acquired entities, from both the first and second
quarter, are included in the consolidated  financial statements from the date of
acquisition.


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                                       8
<PAGE>


Basis of  Presentation

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
for interim  financial  information  and with the  instructions  incorporated in
Regulation  S-B,  Item  310(b)  of  the  Securities  and  Exchange   Commission.
Accordingly,  they do not include all the information and footnotes  required by
accounting  principles  generally  accepted in the United  States of America for
complete financial  statements.  The financial statements are unaudited,  but in
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
adjustments and accruals)  considered  necessary for a fair  presentation of the
Company's financial  position,  results of operations and cash flows for the six
months ended June 30, 2005 and 2004 have been included.

These  statements are not  necessarily  indicative of the results to be expected
for the full fiscal year.  These  statements  should be read in conjunction with
the financial statements and notes thereto included in the Company's Form 10-KSB
for the year ended  December 31, 2004 as filed with the  Securities and Exchange
Commission.

Principles of Consolidation

The consolidated  financial statements include the accounts of Resolve Staffing,
Inc. and its wholly owned  subsidiaries  Integra,  Five Star New York, Five Star
Florida,   American  Staffing  Services,  ELS  Personnel  Services,  and  Taylor
Personnel Services. All significant inter-company accounts and transactions have
been eliminated in preparing the accompanying financial statements.

Revenue Recognition

Staffing and managed service revenue and the related labor costs and payroll are
recorded in the period in which  services  are  performed.  The Company  follows
Emerging  Issues  Task  Force  ("EITF")  99-19,  "Reporting  Revenue  Gross as a
Principal versus Net as an Agent," in the presentation of revenues and expenses.
This guidance  requires  Resolve to assess whether it acts as a principal in the
transaction  or as an agent  acting on behalf of  others.  In  situations  where
Resolve is the  principal  in the  transaction  and has the risks and rewards of
ownership, the transactions are recorded gross in the consolidated statements of
operations.

Stock Based Employee Compensation:

Resolve  accounts  for  and  reports  its  stock-based   employee   compensation
arrangements  using the  intrinsic  value  method as  prescribed  in  Accounting
Principles Board Opinion No. 25,  Accounting for Stock Issued to Employees ("APB
25"), Financial Accounting Standards Board Interpretation No, 44, Accounting for
Certain  Transactions  Involving Stock Compensation ("FIN 44"), and Statement of
Financial Accounting Standards No. 148, Accounting for Stock-Based  Compensation
- Transition and Disclosure  ("SFAS 148").  Accordingly,  compensation  cost for
stock options and warrants are measured as the excess, if any, of the fair value
of the  Company's  stock at the date of grant  over the  stock  option  exercise
price. Resolve accounts for stock issued to non-employees in accordance with the
provisions of Statement of Financial  Accounting  Standards No. 123,  Accounting
for Stock-Based  Compensation  ("SFAS 123"). Under SFAS 123, stock option awards
issued  to  non-employees  are  accounted  for at their  fair  value on the date
issued,  where fair value is determined using the  Black-Scholes  option pricing
method.

There are no  differences  between  the  historical  and  pro-forma  stock based
compensation value.


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                                       9
<PAGE>


NOTE  A  -  ORGANIZATION,   NATURE  OF  OPERATIONS  AND  BASIS  OF  PRESENTATION
(CONTINUED)

Recent Accounting Principles

Effective   as  of  December  31,   2004,   the  Company   adopted  the  revised
interpretation of Financial Accounting Standards Board (FASB) Interpretation No.
46 (FIN 46), "Consolidation of Variable Interest Entities," (FIN 46-R). FIN 46-R
requires that certain variable  interest entities 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. The Company does not have any
investments in entities it believes are variable interest entities for which the
Company is the primary beneficiary.

In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standards No. 123 (revised 2004),  Share-Based
Payment  (SFAS No.  123R).  FAS No. 123R  revised SFAS No. 123,  Accounting  for
Stock-Based  Compensation,  and  supersedes  APB Opinion No. 25,  Accounting for
Stock Issued to Employees,  and its related  implementation  guidance.  SFAS No.
123R will require compensation costs related to share-based payment transactions
to be recognized  in the financial  statement  (with  limited  exceptions).  The
amount of compensation  cost will be measured based on the grant-date fair value
of the  equity  or  liability  instruments  issued.  Compensation  cost  will be
recognized over the period that an employee provides service in exchange for the
award.

In April 2005, the Securities  and Exchange  Commission  adopted a new rule that
amends the  compliance  dates for SFAS No. 123R.  The  Statement  requires  that
compensation cost relating to share-based payment  transactions be recognized in
financial  statements  and that this cost be measured based on the fair value of
the equity or liability instruments issued. SFAS No. 123R covers a wide range of
share-based compensation arrangements including share options,  restricted share
plans,  performance-based  awards, share appreciation rights, and employee share
purchase  plans.  The Company will adopt SFAS No. 123R on January 1, 2006 and is
currently  evaluating  the impact the adoption of the standard  will have on the
Company's results of operations.

In March 2005,  the  Securities  and Exchange  Commission  ("SEC")  issued Staff
Accounting  Bulletin No. 107 ("SAB No.  107"),  Share-Based  Payment,  providing
guidance on option valuation  methods,  the accounting for income tax effects of
share-based  payment  arrangements  upon  adoption  of SFAS  No.  123R,  and the
disclosures in MD&A subsequent to the adoption. The Company will provide SAB No.
107 required  disclosures  upon adoption of SFAS No. 123R on January 1, 2006 and
is currently evaluating the impact the adoption of the standard will have on the
Company's financial condition, results of operations, and cash flows.

In December 2004, FASB issued SFAS No. 153, Exchanges of Nonmonetary  Assets- An
Amendment of APB Opinion No. 29. The guidance in APB Opinion No. 29,  Accounting
for  Nonmonetary  Transactions,  is based on the  principle  that  exchanges  of
nonmonetary  assets  should be  measured  based on the fair  value of the assets
exchanged. The guidance in that Opinion, however, included certain exceptions to
that  principle.  SFAS No. 153 amends  Opinion No. 29 to eliminate the exception
for nonmonetary  exchanges of similar  productive  assets and replaces it with a
general  exception  for  exchanges  of  nonmonetary  assets  that  do  not  have
commercial  substance.  A nonmonetary  exchange has commercial  substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange.  The  provisions of SFAS No. 153 are effective for  nonmonetary
asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early
application  is permitted and companies  must apply the standard  prospectively.
The adoption of this  standard is not expected to have a material  effect on the
Company's results of operations or financial position.


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                                       10
<PAGE>


In June 2005,  the FASB  issued  SFAS No.  154,  Accounting  Changes  and Errors
Corrections,  a  replacement  of APB Opinion No. 20 and FAS No. 3. The Statement
applies to all  voluntary  changes in  accounting  principle,  and  changes  the
requirements  for  accounting  for  and  reporting  of a  change  in  accounting
principle.  SFAS No. 154 requires  retrospective  application  to prior periods'
financial  statements of a voluntary change in accounting principle unless it is
impractical.

APB Opinion No. 20 previously required that most voluntary changes in accounting
principle be  recognized  by including in net income of the period of the change
the cumulative effect of changing to the new accounting  principle.  SFAS No.154
improves  the  financial   reporting   because  its  requirements   enhance  the
consistency of financial reporting between periods.

NOTE B - LIQUIDITY AND MANAGEMENT'S PLANS

As reflected in the accompanying financial statements, the Company has a working
capital  deficiency  and a  stockholder's  deficit of  $3,265,406  and $446,821,
respectively,  as of June 30,  2005.  In  addition,  the  Company  has  incurred
substantial  losses  and has  been  dependent  upon  the  financial  support  of
stockholders, management and other related parties.

Management has successfully  obtained additional financial resources,  which the
Company believes will support  operations until  profitability  can be achieved.
These financial  resources  include  financing from both related and non-related
third  parties,  as discussed  in the  accompanying  footnotes to the  financial
statements.  There can be no assurance  that  management  will be  successful in
these efforts.  The financial statements do not reflect any adjustments that may
arise as a result of this uncertainty.

NOTE C - NOTES PAYABLE

Note Payable

During  May and  June  2002,  the  Company  obtained  loans  from  an  unrelated
individual for a total of $40,000. The underlying notes payable bear interest at
12% per annum  payable  quarterly  in arrears  and are  secured by the  accounts
receivable of the Company.  The  maturities  were extended to July 3, 2004,  and
have subsequently been extended to be due on demand.

Revolving Note

On March 3, 2005,  Resolve Staffing,  Inc.,  secured a revolving note from Fifth
Third Bank for an amount of  $1,900,000  with a  maturity  date of June 1, 2006.
Interest is payable on the principal balance  outstanding on a monthly basis, at
the bank's  prime  rate.  Borrowings  under this note are  limited to 80% of the
Company's accounts  receivable balance which have been outstanding for less than
90 days.

Term Note

On March 3, 2005,  Resolve  Staffing,  Inc.,  secured a term note  ("note") from
Fifth Third Bank for an amount of $465,000  with a maturity date of September 1,
2009. The  outstanding  balance of the Note is to be paid in 53  installments of
principal and interest, each in the amount of $9,845,  commencing April 1, 2005.
Interest is payable on the principal  balance  outstanding at a rate of 6.6% per
annum.


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                                       11
<PAGE>


NOTE D - NOTES PAYABLE - RELATED PARTY

Notes  payable-related party represents aggregate borrowings totaling $91,500 to
William Brown, a director and  shareholder of the Company.  The underlying  note
bears  interest  at 5% and is due on March 31,  2004.  The  Company has a verbal
agreement to extend the maturity on a month to month basis.

On December 8, 2003, the Company entered into a non-interest  bearing short-term
credit  agreement  with ELS, Inc that provides for borrowings of up to $200,000.
ELS, Inc. is a company owned by Ronald  Heineman,  the Company's Chief Executive
Officer.  The underlying  promissory note is secured by 400,000 shares of common
stock that were  released to an escrow agent,  but not issued for  accounting or
reporting  purposes.  As of June 30, 2005, there was $923,328  outstanding under
this agreement.  Balances due under the credit agreement were originally due May
8, 2004.  On June 1, 2005,  the  agreement  was  amended to extend the line to a
maximum  of  $1,000,000.  The line of credit  bears  interest  at prime plus one
percent (currently 7.0%) and is payable upon demand.

On February 7, 2005 Resolve  entered into a loan  agreement  with ELS, a company
owned by Resolve's Chief Executive Officer, Ron Heineman,  for the principal sum
of  $1,500,000.  The note bears  interest at prime plus one  percent  (currently
7.0%)and is payable upon demand.

NOTE E - STOCKHOLDERS' EQUITY

On February 7, 2005,  Resolve  Staffing,  Inc.,  entered into an equity purchase
agreement  ("Agreement"),  to purchase  ELS  Personnel  Services  from  Employee
Leasing Services, Inc., ("ELS"), a privately-held company located in Cincinnati,
Ohio. The Company's Chief Executive Officer and director,  Ronald Heineman, is a
principal  shareholder,  officer  and  director  of ELS.  Pursuant to the equity
purchase  agreement,  Resolve acquired a total of 10 temporary employee staffing
locations from ELS.

The aggregate purchase price was $1,630,000,  including 13,000,000 shares of the
Company's  restricted  common  stock  valued at $130,000  based on  management's
estimate  of the  fair  value  of the  restricted  common  stock,  and a  demand
promissory note in the principal amount of $1,500,000, which accrues interest at
the rate of 10% per  annum.  The  agreement  does  not  specify  any  contingent
payments, options or other commitments.

Common Stock Warrants

As of June 30, 2005 there were 851,320 stock warrants  outstanding which are due
to expire on June 30, 2007. Each warrant has an exercise price of $.75 per share
price. All stock warrants are exercisable.

NOTE F - SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for  interest  during  the six  months  ended  June 30,  2005 and 2004
amounted to $88,501 and $7,274 respectively.

On February 7, 2005 Resolve issued  13,000,000 shares of restricted common stock
valued at $130,000  and a note payable in the amount of  $1,500,000  in exchange
for 100% of the ownership interest in 3 entities with 10 staffing locations. The
fair value of the assets and liabilities  acquired,  net of cash, on the date of
acquisition are detailed in Footnote A.

During the quarter ended June 30, 2005, Resolve issued $289,000 in notes payable
for 100%  ownership in 3 entities with 3 staffing  locations.  The fair value of
the assets and liabilities  acquired, on the date of acquisition are detailed in
Footnote A.


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                                       12
<PAGE>


NOTE G - NET LOSS PER SHARE

Net loss per share is computed based upon the weighted outstanding shares of the
Company's common stock for each period presented. The weighted average number of
shares  excludes  851,320  common stock  equivalents,  representing  principally
warrants  and  stock  options,  since  the  effect of  including  them  would be
anti-dilutive.

NOTE H - SUBSEQUENT EVENTS

There have been no subsequent events.

NOTE I - PROFORMA INFORMATION

The  interim  financial  statements  for the six months  ended June 30, 2005 are
presented in accordance with  accounting  principles  generally  accepted in the
United  States  (GAAP),  which  requires  that the  financial  results  of these
acquired  entities (as detailed in Footnote A) are included in the  consolidated
financial statements from the date of acquisition. As a result, the consolidated
statement of operations does not include the activity of the acquired  companies
for the period from January 1, 2005 to the respective dates of acquisition.



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                                       13
<PAGE>


NOTE I - PROFORMA INFORMATION (CONTINUED)

Presented below is the unaudited pro forma statement of operations for the six
months ended June 30, 2005 as if the acquisition of entities from related
parties (Note A) had been acquired January 1, 2005.


<TABLE>
<CAPTION>
                                                                   Pro-forma adjustments for
                                                 --------------------------------------------------------------
                                Actual six months
                                     ended             Five Star      American Staffing        Five Star           Adjusted
                                 June 30, 2005       Staffing, Inc.    Resources, Ltd.     Staffing (NY), Inc.  June 30, 2005
                               ----------------    ----------------    ----------------    ----------------    ----------------
<S>                            <C>                 <C>                 <C>                 <C>                 <C>
Service Revenues               $      7,131,691    $        716,615    $        146,217    $        148,910    $      8,143,433

Cost of Services                      5,625,514             645,854             116,847             121,350           6,509,565
                               ----------------    ----------------    ----------------    ----------------    ----------------

Gross Margin                          1,506,177              70,761              29,370              27,560           1,633,868
                               ----------------    ----------------    ----------------    ----------------    ----------------

Operating Expenses
Legal and professional fees             119,565                  --               2,458               1,394             123,417
Advertising/Promotion                    65,292               3,068                (556)              1,640              69,444
Salaries and benefits                   826,356              30,817              60,170              36,117             953,460
Taxes & licences                            155                  62                  --                  --                 217
Rent & leases                           104,615               8,458               3,262               5,720             122,055
Travel & entertainment                   17,102                  99                  50               1,617              18,868
Administrative expenses                 585,042              (4,264)             14,606              10,810             606,194
                               ----------------    ----------------    ----------------    ----------------    ----------------
Total operating expenses              1,718,127              38,240              79,990              57,298           1,893,655

Profit (Loss) From Operation           (211,950)             32,521             (50,620)            (29,738)           (259,787)

Other (Income) Expenses
Interest (income) expense                95,314               8,584                (240)                 --             103,658
                               ----------------    ----------------    ----------------    ----------------    ----------------
Net other (income) expenses              95,314               8,584                (240)                 --             103,658

Net Loss                       $       (307,264)   $         23,937    $        (50,380)   $        (29,738)   $       (363,445)
                               ----------------    ----------------    ----------------    ----------------    ----------------
</TABLE>


Pro-forma earnings per share information for the six months ended June 30, 2005:
Basic weighted average shares outstanding:
                                                                      12,389,101

Pro forma basic net loss per common share:
                                                                          $(.02)

The  Company  has been  unable to obtain the  necessary  information  to present
pro-forma  financial  information  reflecting the combined operations of Resolve
Staffing,  Inc, and its acquired staffing  locations,  for the period ended June
30, 2004 and for the entities  acquired  during the period April 1, 2005 through
June 30,  2005.  This  current  Report on Form  10-QSB will be  supplemented  by
amendment to provide the necessary  comparative  pro-form information as soon as
the information becomes available.


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                                       14
<PAGE>


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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report and other reports, as well as other written and oral statements made
or  released  by us, may  contain  forward-looking  statements.  Forward-looking
statements  are  statements  that  describe,  or that are based on, our  current
expectations, estimates, projections and beliefs. Forward-looking statements are
based on assumptions made by us, and on information  currently  available to us.
Forward-looking statements describe our expectations today of what we believe is
most likely to occur or may be  reasonably  achievable  in the future,  but such
statements do not predict or assure any future occurrence and may turn out to be
wrong. You can identify forward-looking  statements by the fact that they do not
relate   strictly  to  historical  or  current  facts.   The  words   "believe,"
"anticipate,"  "intend," "expect,"  "estimate,"  "project",  "predict",  "hope",
"should", and "may", other words and expressions that have similar meanings, and
variations of such words and expressions,  among others, usually are intended to
help identify forward-looking statements.

Forward-looking  statements  are  subject  to both known and  unknown  risks and
uncertainties  and can be  affected  by  inaccurate  assumptions  we might make.
Risks,  uncertainties  and inaccurate  assumptions could cause actual results to
differ  materially  from  historical  results  or those  currently  anticipated.
Consequently,  no  forward-looking  statement can be  guaranteed.  The potential
risks and uncertainties  that could affect forward looking  statements  include,
but  are not  limited  to the  ability  to  raise  needed  financing,  increased
competition, extent of the market demand for and supply of goods and services of
the types  provided by the  Company,  governmental  regulation,  performance  of
information  systems,  and the ability of the Company to hire,  train and retain
qualified employees. In addition, other risks, uncertainties,  assumptions,  and
factors that could affect the Company's  results and prospects have been and may
further  be  described  in the  Company's  prior  and  future  filings  with the
Securities and Exchange Commission and other written and oral statements made or
released by the Company.

We caution you not to place undue  reliance on any  forward-looking  statements,
which speak only as of the date of this document.  The information  contained in
this  report is  current  only as of its date,  and we assume no  obligation  to
update any forward-looking statements.

The financial  information set forth in the following  discussion should be read
in conjunction  with, and qualified in its entirety by, the Company's  unaudited
consolidated  financial  statements  and  notes  included  herein.  The  results
described below are not necessarily  indicative of the results to be expected in
any future period. Certain statements in this discussion and analysis, including
statements  regarding our strategy,  financial  performance and revenue sources,
are forward-looking information based on current expectations and entail various
risks and  uncertainties  that could cause actual  results to differ  materially
from those expressed in the forward-looking statements.  Readers are referred to
our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004.

RESULTS OF OPERATIONS

COMPARISON OF  CONSOLIDATED  OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2005
AND 2004.

Our net loss increased from $146,084 for the three months ended June 30, 2004 to
$187,534 for the three months ended June 30, 2005. A line-by-line  discussion of
our results of operations is as follows:


--------------------------------------------------------------------------------
                                       15
<PAGE>


Revenues  for the three months  ended June 30, 2004  compared to 2005  increased
from $410,178 to $5,419,915 or a 1,221% increase.  This increase is attributable
to the acquisition,  and opening, of 22 new locations in 2005. Resolve has grown
from a one-location staffing firm in 2004 to 22 locations.  The Company has been
unable to obtain  the  necessary  information  to  present  pro-forma  financial
information reflecting the combined operations of Resolve Staffing, Inc, and its
acquired staffing locations,  for the period ended June 30, 2004 and for certain
locations  acquired  during the quarter ended June 30, 2005. This current Report
on Form 10-QSB  will be  supplemented  by  amendment  to provide  the  necessary
comparative pro-forma information as soon as the information becomes available.

Our cost of services increased from $336,099 for the three months ended June 30,
2004 to $4,337,990  for the three months ended June 30, 2005.  This increase was
largely due to the increased revenues as noted above.  However,  as a percentage
of revenue,  our cost of services  decreased  slightly from 82% to 80%, which is
attributable  to an  increase in higher  margin  staffing  opportunities  in new
markets and better control of worker's comp and insurance costs.

For the  three  months  ended  June 30,  2005 and 2004 the major  categories  of
expenses, as a percent of revenue were as follows:

                                    2005           2004
                                 ----------    ----------
Legal & professional                      1%           15%
Advertising & promotion                   1%            1%
Salaries & benefits                      12%           29%
Taxes & licenses                          0%            0%
Rent & leases                             1%            1%
Travel & entertainment                    0%            0%
Administrative expenses                   7%            8%

Legal & professional  expense increased from $61,293 in 2004 to $63,156 in 2005,
reflecting an increase in accounting and legal costs  associated with audits and
the acquisition of new locations.

Advertising  and promotion  expense  increased from $2,902 in 2004 to $44,049 in
2005,  reflecting an increased level of outside advertising and promotion.  This
increase is attributable to the additional locations.  Advertising and promotion
expense was relatively unchanged, as a percent of total sales.

Salaries  and  benefits  increased  from  $118,420  in 2004 to $624,463 in 2005,
reflecting an increase in administrative and management compensation required to
operate  the  increased  number  of  locations.  As a  percent  of  sales,  this
represents a decrease from 29% in 2004 to 12% in 2005.

Taxes & licenses increased  slightly from $0 in 2004 to $97 in 2005,  reflecting
an increase of costs associated with licensing our company in multiple states.

Rent &  leases  expense  increased  from  $3,634  in 2004 to  $70,271  in  2005,
reflecting an increase in the total  locations being operated as a result of the
recent acquisitions.  Resolve has increased from one location in 2004 to a total
of 22 locations in 2005. Rent and lease expense was relatively  unchanged,  as a
percent of sales.

Travel & entertainment increased from $65 in 2004 to $14,564 in 2005, reflecting
the increased effort by our staff to market our services on a national basis.

Administrative expenses increased from $31,329 in 2004 to $380,367 in 2005. This
increase reflects increased expenses associated with operating multiple staffing
locations.  These  changes  include  increased  cost of  various  administrative
expenses,  which include,  but are not limited to printing,  postage,  shipping,
computer support, and other various public company expenses.

Interest  expense  increased  from $2,520 in 2004 to $72,492 in 2005. The change
was due to  additional  borrowing  on the credit  line and other  notes  payable
associated with our recent acquisitions.


--------------------------------------------------------------------------------
                                       16
<PAGE>


COMPARISON OF CONSOLIDATED OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND
2004.

Our net loss  increased  from $245,992 for the six months ended June 30, 2004 to
$307,264 for the six months ended June 30, 2004. A  line-by-line  discussion  of
our results of operations is as follows:

Revenues for the six months ended June 30, 2004 compared to 2005  increased from
$698,405 to $7,131,691 or a 921% increase.  This increase is attributable to the
acquisitions, and opening, of 22 new locations in 2005. Resolve has grown from a
one-location staffing firm in 2004 to 22 locations.  The Company has been unable
to obtain the necessary  information to present pro-forma financial  information
reflecting the combined  operations of Resolve  Staffing,  Inc, and its acquired
staffing locations, for the period ended June 30, 2004 and for certain locations
acquired  during the quarter  ended June 30, 2005.  This current  Report on Form
10-QSB will be  supplemented  by amendment to provide the necessary  comparative
pro-forma information as soon as the information becomes available.

Our cost of services increased from $549,512 for the three months ended June 30,
2004 to  $5,625,514  for the six months ended June 30, 2005.  This  increase was
largely due to the increased revenues as noted above.  However,  as a percentage
of revenue, our cost of services remained relatively unchanged at 79%.

For the six  months  ended  June  30,  2005 and 2004  the  major  categories  of
expenses, as a percent of revenue were as follows:

                                    2005           2004
                                 ----------    ----------
Legal & professional                      2%           12%
Advertising & promotion                   1%            1%
Salaries & benefits                      12%           33%
Taxes & licenses                          0%            0%
Rent & leases                             1%            1%
Travel & entertainment                    0%            0%
Administrative expenses                   8%            8%

Legal & professional expense increased from $84,788 in 2004 to $119,565 in 2005,
reflecting an increase in accounting and legal costs  associated with audits and
the  acquisitions  of new  locations.  As a  percent  of Sales,  legal  expenses
decreased from 12% in 2004 to 2% in 2005.

Advertising  and promotion  expense  increased from $5,192 in 2004 to $65,292 in
2005,  reflecting an increased level of outside advertising and promotion.  This
increase is attributable to the additional locations.  Advertising and promotion
expense was relatively unchanged, as a percent of total sales.

Salaries  and  benefits  increased  from  $231,561  in 2004 to $826,356 in 2005,
reflecting an increase in administrative and management compensation required to
operate  the  increased  number  of  locations.  As a  percent  of  sales,  this
represents a decrease from 33% in 2004 to 12% in 2005.

Taxes & licenses increased slightly from $45 in 2004 to $155 in 2005, reflecting
an increase of costs associated with licensing our company in multiple states.

Rent &  leases  expense  increased  from  $7,279  in 2004 to  $104,615  in 2005,
reflecting an increase in the total  locations being operated as a result of the
recent acquisitions.  Resolve has increased from one location in 2004 to a total
of 22 locations in 2005. Rent and lease expense was relatively  unchanged,  as a
percent of sales.

Travel  &  entertainment  increased  from  $149  in  2004 to  $17,102  in  2005,
reflecting  the  increased  effort  by our  staff to market  our  services  on a
national basis.

Administrative expenses increased from $58,597 in 2004 to $585,042 in 2005. This


--------------------------------------------------------------------------------
                                       17
<PAGE>


increase reflects increased expenses associated with operating multiple staffing
locations.  These  changes  include  increased  cost of  various  administrative
expenses,  which include,  but are not limited to printing,  postage,  shipping,
computer support, and other various public company expenses.

Interest  expense  increased  from $7,274 in 2004 to $95,314 in 2005. The change
was due to  additional  borrowing  on the credit  line and other  notes  payable
associated with our recent acquisitions.

LIQUIDITY AND CAPITAL RESOURCES

As reflected in the accompanying financial statements, the Company has a working
capital  deficiency  and a  stockholder's  deficit of  $3,265,406  and $446,821,
respectively,  as of June 30,  2005.  In  addition,  the  Company  has  incurred
substantial  losses  and has  been  dependent  upon  the  financial  support  of
stockholders, management and other related parties.

Management has successfully  obtained additional financial resources,  which the
Company believes will support  operations until  profitability  can be achieved.
These financial  resources  include  financing from both related and non-related
third parties, as discussed in the footnotes to the financial statements.  There
can be no assurance that  management  will be successful in these  efforts.  The
financial  statements do not reflect any adjustments  that may arise as a result
of this uncertainty.

FOR THE SIX MONTHS ENDED JUNE 30, 2005

For the six months  ended June 30, 2005 we incurred a net loss of  $307,264.  Of
this loss,  $22,960 was for  depreciation and amortization and did not represent
the use of cash.  Changes in accounts  receivable,  prepaid and other  expenses,
offset by increases in accounts  payable,  payroll,  salary,  and other accruals
brought the total cash used by operations to $1,466,724.

Our average monthly  revenue for the first six months of 2004 was $116,400,  and
has  increased to a monthly  average of  $1,188,615  for the first six months of
2005 and an average of $1,806,638  for the second  quarter of 2005.  Although we
have seen our average monthly revenues and business activity increase, we expect
to continue to incur losses for the foreseeable future.

We expect our operating expenses to increase significantly in the near future as
we attempt to build our brand and expand our customer base. We hope our expenses
will be funded from operations and short-term loans from officers,  shareholders
or others;  however, our operations may not provide such funds and we may not be
able obtain short-term loans from officers, shareholders or others. Our officers
and  shareholders  are under no  obligation to provide  additional  loans to the
company.

ITEM 3. CONTROLS AND PROCEDURES

As required by Rule 13a-14 under the Securities  Exchange Act of 1934, as of the
end of the period covered by this report,  Resolve  carried out an evaluation of
the effectiveness of the design and operation of Resolve's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the participation of Resolve's  management,  including Resolve's Chief Executive
Officer,  who concluded  that Resolve's  disclosure  controls and procedures are
effective. There have been no significant changes in Resolve's internal controls
or  in  other  factors,  which  could  significantly  affect  internal  controls
subsequent to the date Resolve carried out its evaluation.


--------------------------------------------------------------------------------
                                       18
<PAGE>


Disclosure  controls and procedures are controls and other  procedures  that are
designed  to ensure  that  information  required to be  disclosed  in  Resolve's
reports  filed or  submitted  under the  Exchange  Act is  recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information  required  to be  disclosed  in  Resolve's  reports  filed under the
Exchange Act is accumulated and communicated to management,  including Resolve's
Chief  Executive   Officer,   to  allow  timely  decisions   regarding  required
disclosure.


--------------------------------------------------------------------------------
                                       19
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 4.  CHANGES IN SECURITIES

On  August  20,  2004,  the  Board  of  Directors,  with a  written  consent  of
shareholders,  approved a one for five  reverse  split of the  Company's  common
stock. An Information  Statement was mailed on or about November 30, 2004 to the
holders of record at the close of business on November 25,  2004,  of the common
stock, $.0001 par value per share (the "Common Stock") of Resolve Staffing, Inc.
(the  "Company"),  in connection with action by written consent to authorize and
approve the filing of an amendment to the  Company's  Articles of  Incorporation
for the purpose of effecting:(i) a reverse stock split of the outstanding shares
of the Company's Common Stock on a one-for-five basis, with no fractional shares
to issue for any uneven or odd  number of shares.  The  Reverse  Split  shall be
accomplished by using rounding up principals  rather than issuing any fractional
shares of common stock or cash in lieu of fractional  shares;  (ii)  maintaining
the par value of the Company's Common Stock at $.0001; and (iii) maintaining the
current  number of shares of Common Stock the Company is  authorized to issue at
50,000,000.  Members of the Board of Directors and three  shareholders  owned or
had voting authority represents approximately 73% of the total outstanding votes
of all issued and  outstanding  shares of Common  Stock of the  Company and such
votes were  sufficient  to approve the action on the record date of November 25,
2004. The reverse split took place on December 28, 2004.

On February 7, 2005,  Resolve  Staffing,  Inc.,  entered into an equity purchase
agreement  ("Agreement"),  to purchase  ELS  Personnel  Services  from  Employee
Leasing Services, Inc., ("ELS"), a privately-held company located in Cincinnati,
Ohio. Resolve issued a total of 13,000,000 shares of common stock as part of the
payment  for the  acquisition.  See Item 5.  Other  Information  for  additional
information.

On May 25,  2005,  Resolve  Staffing,  Inc.  issued  100,000  shares to  certain
employees as part of their compensation.

ITEM 5.  OTHER INFORMATION

April 21, 2005, William Walton joined the Board of Directors of Resolve
Staffing.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits

      Exhibit31.1       Certification  by  Ronald   Heineman,   Chief  Executive
                        Officer  pursuant to 18 U.S.C.  Section 1350, as adopted
                        pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
                        2002.

      Exhibit 32.1      Certification  by  Ronald   Heineman,   Chief  Executive
                        Officer  pursuant to 18 U.S.C.  Section 1350, as adopted
                        pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
                        2002.

      (b)   Reports on Form 8-K

            We filed the  following  reports  on Form 8-K  during  the first six
            months of 2005:

            Form 8-K, January 13, 2005, Item 5 - Change in Registrants Officers;
            Reporting the Resignation of Michael Knox as an Officer.

            Form  8-K,  February  9,  2005,  Item  1 -  Entry  into  a  Material
            Definitive  Agreement;  Reporting the  acquisition  of ELS' Staffing
            Division.

            Form 8-K, April 21, 2005,  Item 5- Change in Registrants  Directors;
            Reporting the addition of William Walton to the Board of Directors.


--------------------------------------------------------------------------------
                                       20
<PAGE>


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                                RESOLVE STAFFING, INC.



Dated:  August 12, 2005                         /s/ Ronald Heineman
                                                --------------------------------
                                                By: Ronald Heineman
                                                Chief Executive Officer
                                                (principal executive officer,
                                                director)



--------------------------------------------------------------------------------
                                       21