Exhibit 31.2

                                  CERTIFICATION

      I, Michael A. Knox, Chief Financial Officer, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Resolve  Staffing,
      Inc.;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)  Designed  such  disclosure  controls and  procedures,  or caused such
      disclosure  controls and procedures to be designed under our  supervision,
      to ensure that material information relating to the small business issuer,
      including  its  consolidated  subsidiaries,  is made known to us by others
      within those entities, particularly during the period in which this report
      is being prepared;

      (b) Evaluated the effectiveness of the small business issuer's  disclosure
      controls and procedures and presented in this report our conclusions about
      the effectiveness of the disclosure controls and procedures, as of the end
      of the period covered by this report based on such evaluation; and

      (c)  Disclosed  in this report any change in the small  business  issuer's
      internal  control over financial  reporting that occurred during the small
      business  issuer's most recent fiscal quarter (the small business issuer's
      fourth fiscal quarter in the case of an annual report) that has materially
      affected, or is reasonably likely to materially affect, the small business
      issuer's internal control over financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a) All significant  deficiencies and material weaknesses in the design or
      operation  of  internal   control  over  financial   reporting  which  are
      reasonably  likely to adversely affect the small business issuer's ability
      to record, process, summarize and report financial information; and

      (b) Any fraud, whether or not material,  that involves management or other
      employees  who have a  significant  role in the  small  business  issuer's
      internal control over financial reporting.


August 16, 2004

/s/ Michael A. Knox
-------------------
Name: Michael A. Knox
Title: Chief Financial Officer and Director