<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 Amendment No. 1
                                       to
                                  FORM 10-QSB/A

                                   (Mark One)

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

                  FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002

         [ ]      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                              33-0850639
--------------------------------------------------------------------------------
        (State or Other Jurisdiction of                (IRS Employer
         Incorporation or Organization)              identification No.)

                          105 N Falkenburg Rd., Suite B
                              Tampa, Florida 33619
                     ---------------------------------------
                    (Address of Principal Executive Offices)

                                 (813) 662-0074
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

                            310 East Harrison Street
                              Tampa, Florida 33602
               --------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          If changed since Last Report)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.

                                 Yes [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date: As of November 15, 2002 there were
outstanding  5,335,034 shares of common stock, par value $0.0001,  and no shares
of preferred stock.


<PAGE>


Part  I   Financial Information

The accompanying  unaudited financial statements of Resolve Staffing,  Inc. have
been prepared in accordance with accounting principles generally accepted in the
United  States  of  America  for  interim  financial  information  and  with the
instructions  to Form 10-QSB of Regulation S-X. All  adjustments,  which, in the
opinion of management,  are necessary for a fair  presentation  of the financial
condition and results of operations,  have been included.  Operating results for
the  nine-month  period  ended  September  30,  2002  and  are  not  necessarily
indicative  of the results that may be expected for the year ended  December 31,
2002.

Item  1.  Consolidated Financial Statements

<TABLE>
<S>                                                                                            <C>
         Consolidated balance sheets as of  September 30, 2002 and  December 31, 2001          3

         Consolidated statements of operations for the three and nine  months ended
              September 30, 2002 and 2001                                                      4

         Consolidated statements of cash flows for the three and nine  months ended
              September 30, 2002    and 2001                                                   5

         Consolidated statements of stockholders' equity for the nine months ended
              September 30, 2002                                                               6

         Notes to consolidated financial statements                                            7
</TABLE>


                                        2
<PAGE>

                             RESOLVE STAFFING, INC.
                           CONSOLIDATED BALANCE SHEETS
                           SEPTEMBER 30, 2002 AND 2001

<TABLE>
<CAPTION>

                                                                       (Unaudited)
                                                                      September 30,       December 31,
                    ASSETS                                                2002                2001
                                                                        ---------          ---------
CURRENT ASSETS
<S>                                                                     <C>                <C>
    Cash                                                                $  13,442          $  19,467
    Accounts receivable, net of allowance
         for bad debts                                                     52,865             30,069
    Prepaid and other assets                                               89,814              8,317
                                                                        ---------          ---------
        Total current assets                                              156,121             57,853
                                                                        ---------          ---------

PROPERTY AND EQUIPMENT
    Property and equipment                                                 28,382             28,382
    Less: Accumulated depreciation                                         10,015              8,202
                                                                        ---------          ---------
        Net property and equipment                                         18,367             20,180
                                                                        ---------          ---------

                  TOTAL ASSETS                                          $ 174,488          $  78,033
                                                                        =========          =========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable                                                    $  19,508          $  23,698
    Accrued expenses                                                        4,494             17,813
    Insurance financing                                                    21,766                 --
    Debentures payable                                                     11,150             18,450
    Notes payable                                                          40,000                 --
    Due to related parties                                                 23,261                642
                                                                        ---------          ---------

        Total current liabilities                                         120,179             59,961
                                                                        ---------          ---------

STOCKHOLDERS' EQUITY
    Common stock, $.0001 par value, 50,000,000 shares
      authorized, issued and outstanding: 2002 - 5,335,034
     shares; 2001 - 50,000 shares (restated)                                  534                  8
    Paid-in capital                                                       719,189            425,467
    Retained earnings (deficit)                                          (665,414)          (407,403)
                                                                        ---------          ---------
             Total stockholders' equity                                    54,309             18,072
                                                                        ---------          ---------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $ 174,488          $  78,033
                                                                        =========          =========
</TABLE>

              See accompanying notes to these financial statements.

                                        3


<PAGE>



                             RESOLVE STAFFING, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

<TABLE>
<CAPTION>
                                                    Three Months Ended                          Nine Months Ended
                                                        September 30,                             September 30,
                                                  2002                 2001                 2002                 2001
                                              -----------          -----------          -----------          -----------

<S>                                           <C>                  <C>                  <C>                  <C>
SERVICE REVENUES                              $   118,427          $    97,970          $   303,531          $   420,961

DIRECT COST OF SERVICES                            79,002               72,585              211,526              313,653
                                              -----------          -----------          -----------          -----------

GROSS MARGIN                                       39,425               25,385               92,005              107,308

OPERATING EXPENSES
     Legal & professional fees                     5,.964                  922              108,321                5,497
     Advertising/Promotion                          3,441                2,246                7,929               14,587
     Salaries and benefits                         48,765               45,226              153,204              142,568
     Payroll taxes                                  2,521                3,691                9,384               12,949
     Penalties                                         --                1,266                   --               20,904
     Rent & leases                                     --                7,033               16,351               19,353
     Travel & entertainment                         1,243                  170                1,850                  396
     Administrative expenses                       13,872               12,527               43,057               43,170
                                              -----------          -----------          -----------          -----------
           Total operating expenses                75,806               73,081              340,096              259,423
                                              -----------          -----------          -----------          -----------

 LOSS FROM OPERATIONS                             (36,381)             (47,696)            (248,091)            (152,115)

OTHER INCOME (EXPENSES)
      Interest and other income                       476                   --                  716                   58
      Interest expense                             (3,139)             (12,830)             (10,637)             (26,036)
                                              -----------          -----------          -----------          -----------
          Net other income (expenses)              (2,663)             (12,830)              (9,921)             (25,978)
                                              -----------          -----------          -----------          -----------

NET INCOME (LOSS)                             $   (39,044)         $   (60,526)         $  (258,012)         $  (178,093)
                                              ===========          ===========          ===========          ===========

LOSS PER SHARE
     Basic                                    $      (.01)         $     (1.21)         $      (.13)         $     (3.56)
                                              ===========          ===========          ===========          ===========
     Fully diluted                            $      (.01)         $     (1.21)         $      (.13)         $     (3.56)
                                              ===========          ===========          ===========          ===========

AVERAGE NUMBER OF SHARES OUTSTANDING
     Basic                                      5,335,034               50,000            2,028,254               50,000
                                              ===========          ===========          ===========          ===========
     Fully diluted
                                                5,335,034               50,000            2,028,254               50,000
                                              ===========          ===========          ===========          ===========
</TABLE>

              See accompanying notes to these financial statements.

                                        4

<PAGE>



                             RESOLVE STAFFING, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

<TABLE>
<CAPTION>
                                                              Three Months Ended                   Nine Months Ended
                                                                 September 30,                        September 30,
                                                           2002               2001               2002               2001
                                                        ---------          ---------          ---------          ---------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                     <C>                <C>                <C>                <C>
    Net (loss)                                          $ (39,045)         $ (60,526)         $(258,012)         $(178,093)
    Adjustments to reconcile net loss to cash
    used in operating activities:
        Depreciation                                          333                792              1,813              2,256
        Interest converted to capital stock                    --                 --                251                 --
        Contributed services                               23,400                 --             64,600                 --
    Decrease (increase) in current assets:
        Accounts receivable                                 1,146             (8,750)           (22,796)            (2,680)
        Prepaid and other assets                            4,974                223            (81,497)             1,390
    Increase (decrease) in current liabilities:
        Accounts payable                                  (19,065)           (31,292)            (4,190)             8,836
        Accrued expenses                                      (22)             6,050            (13,319)           (39,414)
                                                        ---------          ---------          ---------          ---------
           Total adjustments                               10,766            (32,977)           (55,138)           (29,612)
                                                        ---------          ---------          ---------          ---------

    Net cash (used) by operating activities               (28,279)           (93,503)          (313,150)          (207,705)
                                                        ---------          ---------          ---------          ---------

CASH FLOWS FROM INVESTING
ACTIVITIES
    Purchase of property and equipment                         --              2,000                 --             (5,758)
                                                        ---------          ---------          ---------          ---------
    Net cash (used) by investing activities                    --              2,000                 --             (5,758)
                                                        ---------          ---------          ---------          ---------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from insurance financing                         --                 --             93,061                 --
     Repayments of insurance financing                    (16,175)                --            (71,295)                --
     Loan from stockholder, net                            19,267           (108,306)           183,263                 --
     Proceeds from sale of common stock                        --                 --             40,000                 --
     Proceeds from note payable                                --                 --             40,000                 --
     Capital contribution                                      --            199,576             22,096            199,576
                                                        ---------          ---------          ---------          ---------
     Net cash provided by financing activities              3,092             91,270            307,125            199,576
                                                        ---------          ---------          ---------          ---------

 NET INCREASE (DECREASE) IN CASH                          (25,187)              (233)            (6,025)           (13,887)

CASH, BEGINNING OF THE PERIOD                              38,629              6,043             19,467             19,697
                                                        ---------          ---------          ---------          ---------

CASH, END OF THE PERIOD                                 $  13,442          $   5,810          $  13,442          $   5,810
                                                        =========          =========          =========          =========
</TABLE>

              See accompanying notes to these financial statements.

                                        5

<PAGE>



                             RESOLVE STAFFING, INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002


<TABLE>
<CAPTION>
                                         COMMON STOCK               PAID-IN        RETAINED
                                    SHARES          AMOUNT          CAPITAL         DEFICIT           TOTAL
                                   ---------       ---------       ---------       ---------        ---------
<S>                                <C>             <C>             <C>             <C>              <C>
BALANCE, DECEMBER 31, 2001            83,334       $       8       $ 425,467       $(407,403)       $  18,072


Issuance of common stock
   for services                        3,333              --             100              --              100

Donated services                          --              --          19,800              --           19,800

Contributed capital by
   shareholder                            --              --          22,096              --           22,096

Issuance of common stock in
  conversion of debenture            248,367              25           7,426              --            7,451

Net loss during period                    --              --              --       (106 ,689         (106,689)
                                   ---------       ---------       ---------       ---------        ---------
Balance, March 31, 2002              335,034              33         474,889        (514,091)         (39,169)

Donated services                          --              --          21,400              --           21,400

Issuance of common stock for
  cash, notes and debt             5,000,000             500         199,500              --          200,000

Loss for the period                       --              --              --        (112,279)        (112,279)
                                   ---------       ---------       ---------       ---------        ---------
Balance, June 30, 2002             5,335,034             533         695,789        (626,370)          69,953

Donated Services                          --              --          23,400              --           23,400

Loss for the period                       --              --              --         (39,044)         (39,044)
                                   ---------       ---------       ---------       ---------        ---------

Balance, September 30, 2002        5,335,034       $     534       $ 719,189       $(665,014)       $  53,309
                                   =========       =========       =========       =========        =========
</TABLE>


              See accompanying notes to these financial statements.

                                        6


<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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  the  instructions  to  Form  10-QSB.
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.  In the  opinion  of  management,  the  interim
financial  statements  include all adjustments  considered  necessary for a fair
presentation of the Company's financial position, results of operations and cash
flows for the three and nine months ended September 30, 2002.  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, 2001as filed with the Securities and Exchange Commission.

Nature of Operations

Resolve Staffing, Inc., formerly Columbialum Staffing, Inc., was organized under
the laws of the State of Nevada on April 9, 1998.  Integra  Staffing,  Inc., was
organized under the laws of the State of Florida  corporation,  was organized on
August 16, 1999 (collectively referred to as "Resolve").

Resolve  Staffing,  Inc.  was in the  development  stage  until its merger  with
Integra Staffing,  Inc. on December 10, 2001. Integra Staffing, Inc. ("Integra")
is a  temporary  staffing  company.  Integra's  strategy  has  been  to  provide
efficient and affordable solutions to its customers'  employment and labor force
needs.

Principles of Consolidation

The consolidated  financial statements include the accounts of Resolve Staffing,
Inc.  (formerly  Columbialum  Staffing,  Inc.) and its wholly  owned  subsidiary
Integra Staffing,  Inc. All significant  intercompany  accounts and transactions
have been eliminated.

Recent Accounting Pronouncements

In June 2001, the FASB issued  Statement of Financial  Accounting  Standards No.
No. 142,  "Goodwill and Other Intangible  Assets".  SFAS No. 142, which includes
the  requirements  to test for  impairment  goodwill  and  intangible  assets of
indefinite  life,  rather than  amortize  them,  is  effective  for fiscal years
beginning  after  December  31,  2001.  Adoption  of this  pronouncement  is not
anticipated  to have a  significant  impact on the  Company.  Intangible  assets
consist of patents'  rights.  These costs are amortized  over a 17-year  period,
their estimated economic life.

In August 2001, the FASB issued SFAS No.144,  "Accounting  for the Impairment or
Disposal of Long-Lived Assets".  SFAS No. 144 replaces SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of".  SFAS  No.  144  retains  the  fundamental  provisions  of SFAS 121 for the
recognition  and  measurement of the impairment of long-lived  assets to be held
and used and the measurement of long-lived assets to be disposed of by sale.

Under SFAS  No.144,  long-lived  assets are  measured  at the lower of  carrying
amount or fair value less cost to sell. The standard became effective on January
1, 2002.  Management  does not  believe  adoption of this  standard  will have a
significant  impact on the results of  operations,  financial  position and cash
flows of the Company.


                                        7

<PAGE>


                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss per Share

Resolve  records  basic and fully  diluted  loss per  share in  accordance  with
Financial  Accounting  Standards Board Statement No. 128,  "Earnings per Share".
Basic earnings (loss) per share includes no dilution and is computed by dividing
income (loss) available to common stockholders by the weighted average number of
shares outstanding for the period. Diluted earnings (loss) per share reflect the
potential  dilution of securities that could share in the earnings (loss) of the
entity.  For  purposes of  computation  of loss per share,  the number of shares
outstanding have been retroactively adjusted to reflect Resolve's one-for-thirty
reverse stock split.

Resolve has reported  basic loss per share based on the weighted  average number
of shares outstanding for the each period presented. Resolve cannot report fully
diluted  loss per share  including  the  shares  reserved  for the  issuance  of
5,000,000  common  shares upon  conversion  of warrants and 111,500  shares upon
conversion of 6% debentures due June 30, 2003, even though they are common stock
equivalents,  as the effect  would be  anti-dilutive.  Resolve  will include the
effect of this dilution in the calculation of fully diluted  earnings (loss) per
share only upon actual conversion or the extent they are not anti-dilutive.


NOTE B - PREPAID EXPENSES & OTHER ASSETS

At September 30, 2002,  the  components  of Prepaid  Expenses & Other Assets are
summarized as follows:

                                                                 Amount
                                                             ----------------
               Prepaid insurance                                    $ 84,799
                   Prepaid interest                                      500
               Trademark                                               2,325
                   Deposits                                            2,190
                                                             ----------------
                         Total                                      $ 89,814
                                                             ================

Resolve  financed its insurance  premiums,  including  its workers  compensation
insurance and is presently  committed to pay $8,088 per month  through  November
2002. The Company  estimated its future  payroll on the assumption  that certain
growth and/or an acquisition  would be consummated  during the year,  neither of
which has occurred.  The prepaid insurance consist of the unamortized portion of
its insurance premiums as well the estimated $60,000  overpayment on its workers
compensation  premiums,  which the Company expects to receive in March 2003, the
termination the policy period.


NOTE G - RELATED PARTIES TRANSACTIONS

During the three months ended September 30, 2002,  Resolve  borrowed $3,287 from
its former president,  R. Gale Porter, and $15,980 from other shareholders.  The
debts are not evidenced by promissory note, and no interest is being paid by the
Company. The full amount of the notes remain outstanding at September 30, 2002.

During the three months and nine months ended  September 30, 2002, the President
and Chief Financial  Officer provided  services to Resolve valued at $23,400 and
$64,600, which were donated to the Company.


                                        8

<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2002



NOTE H -  COMMITMENTS

On June 14, 2002,  Resolve  entered into a lease  agreement,  effective  July 8,
2002, for approximately 1,056 square feet of office space, housing its operating
offices,  pursuant to a three-year  lease with an unrelated  landlord,  expiring
June 30, 2005 at $1,106 per month,  plus applicable  Florida sales tax.  Resolve
has the option to renew the lease for two successive  terms under the same terms
and conditions as the original lease.

Resolve  previously  occupied a 1,540  square  feet  office  space,  housing its
operating offices, pursuant to a three-year lease expiring October 30, 2002. The
space has been leased to another tenant, therefore,  Resolve was relieved of any
liability on the remainder of the lease after August 31, 2002.

As a result of Mr. R. Gale Porter, the Company's president,  the arrangement for
the use of  executive  offices at no cost to the  Company  was  terminated.  The
Company's operations were consolidated at the new leased premises.


NOTE I - SUBSEQUENT EVNETS

Registration Statement

On July 27, 2002,  Resolve filed a registration  statement on Form SB-2 with the
Securities and Exchange  Commission,  under the Securities Act of 1933,  whereby
6,330,366  shares of common stock are being  registered  and offered  (including
111,500 shares underlying convertible debentures and 5,000,000 shares underlying
the  warrants.  The  Company is in the  process  of  revising  the  registration
statement, including the number of shares and warrants being registered.

Resignation of the President

Effective  October 23,  2002,  Mr. R. Gale Porter  resigned as  president of the
Company.  The Board of Directors is in the process of locating a replacement for
this position.

                                        9

<PAGE>



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

Note Regarding Forward Looking Statements

         You  should  read the  following  discussion  in  conjunction  with 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  statements 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, 2001 and to the section  entitled  "Risk  Factors"  contained
herein which identify  important risk factors that could cause actual results to
differ from those contained in the forward looking statements.


GENERAL

         Resolve  Staffing,  Inc.,  formerly  Columbialum  Staffing,  Inc.,  was
organized as a Nevada corporation on April 9, 1998 and since its inception until
its  acquisition  of Integra  Staffing,  Inc. on  December  10,  2001,  had been
devoting most of its efforts  developing  its business  plan,  raising  capital,
obtaining   financing,   establishing   its   accounting   systems,   and  other
administrative functions.

         Integra Staffing, Inc., ("Integra") was organized under the laws of the
State of  Florida  corporation,  on August  16,  1999.  Integra  is a  temporary
staffing  company.   Integra's  strategy  has  been  to  provide  efficient  and
affordable solutions to its customers' employment and labor force needs.

         On September 27, 2001, the our  shareholders  entered into a Securities
Exchange  Agreement,  as amended, to exchange 100% of the issued and outstanding
common stock of Integra for an aggregate of 1,500,000 shares of Resolve's $0.001
par value common stock.

         During the year ended December 31, 2001, Columbialum,  Ltd. approved an
amendment its articles of incorporation to (a) change the name of the company to
Columbialum  Staffing,  Inc.;  (b) reduce the par value of its common  stock and
preferred stock from $0.001 to $0.0001; (d) increase the number of common shares
we are authorized to issue from  20,000,000 to 50,000,000;  and (e) increase the
number of preferred shares  Columbialum is authorized to issue from 2,000,000 to
10,000,000 shares.

         During the year  ended  December  31,  2001,  we adopted a 2001  Equity
Incentive Plan  ("Incentive  Plan") for the benefit of key employees  (including
officers  and  employee  directors)  and  consultants  of the  Company  and  its
affiliates.  Our Board of Directors  reserved  3,000,000 shares of the Resolve's
$0.0001  par  value  common  stock for  grants  under the  Incentive  Plan.  The
Incentive  Plan is  intended  to  provide  those  persons  who have  substantial
responsibility  for the  management and growth of  Columbialum  with  additional
incentives and an opportunity to obtain or increase their  proprietary  interest
in Resolve, encouraging them to continue in the employ of Resolve.

         Subsequent  to March 31,  2002,  by written  consent,  the  majority of
shareholders  voted to (1)  elect two  directors,  (2)  amend  the  Articles  of
Incorporation to (a) change the name of the company to "Resolve Staffing, Inc.,"
(b) reverse split the outstanding common stock one-for-thirty,  (c) maintain the
par value of the  Resolve's  common  stock at $.0001 per share,  (d) restore the
number of shares of common stock Resolve is  authorized to issue at  50,000,000,
and (3) amend  Resolve's  2001 Stock  Incentive  Plan to  restore  the number of
shares which may be issued under the plan to  3,000,000.  These  actions  became
effective on May 28, 2002.

                                       10

<PAGE>


         The  Board  of  Directors  also  agreed  to  waive  the   anti-dilution
provisions of Resolve's 6%  convertible  debentures due June 30, 2003 and to fix
the conversion price of such debentures at $.10 per share.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our  significant  accounting  policies are more fully described in Note A to our
financial   statements.   However,   certain  of  our  accounting  policies  are
particularly important to the portrayal of our financial position and results of
operations  and  require  the   application  of  significant   judgment  by  our
management;  as a result they are subject to an inherent  degree of uncertainty.
In applying these policies,  our management uses their judgment to determine the
appropriate  assumptions to be used in the  determination of certain  estimates.
Those estimates are based on our historical,  terms of existing  contracts,  our
observance of trends in the industry,  information provided by our customers and
information   available  from  other  outside  sources,   as  appropriate.   Our
significant accounting policies include:

         o        Revenue cost recognition:  We record our service revenues from
                  our  customers  at the time our  temporary  employees  perform
                  services  on customer  assignments.  We record  revenues  from
                  permanent  placement at the time the customer agrees to hire a
                  candidate  we  supply  to  them.   Consistent   with  industry
                  practice,  we are at risk for all employee salaries and wages,
                  employment-related  taxes, workers compensation  insurance and
                  other  benefits we provide to the employee,  whether or not we
                  are  able  to  collect  our  accounts   receivable   from  our
                  customers.

         o        Allowance for uncolletible  accounts  receivable:  We estimate
                  and provide an allowance for uncollectible accounts receivable
                  based on analysis and age of our open accounts, our experience
                  with the particular  customer,  our own historical  experience
                  with bad debts,  as well as other  information  obtained  from
                  outside sources.

         o        Workers  compensation  insurance:  The  cost  of  our  workers
                  compensation  insurance is based on premiums determined by our
                  insurance  carrier  for the  particular  type of  service  our
                  employees  provide  to our  customers,  modified  by a  factor
                  computed based on our claims history.  A deterioration  in our
                  claims  experience  would result in increased  insurance costs
                  for  future  salary  and wages  base.  Although  we attempt to
                  estimate  our  future  liability,  often it is the  result  of
                  unanticipated claims for work related injuries.

         o        Long-lived  assets: We depreciate  property and equipment over
                  the respective asset's estimated useful life. We determine the
                  useful lives of each asset based of how long we determine  the
                  asset will generate  revenue or has a useful economic life. We
                  review the  remaining  useful  life of the assets  annually to
                  ascertain  that our estimate is still  valid.  If we determine
                  the useful lives has materially  changed, we either change the
                  useful  life of the  assets  or in some  cases,  may write the
                  asset if we  determined  the asset has  exhausted  its  useful
                  life.

         o        Income  taxes:  As  part  of  the  process  of  preparing  our
                  financial  statements,  we are required to estimate our income
                  taxes. This process involved estimating our actual current tax
                  exposure   together  with  assessing   temporary   differences
                  resulting from differing  treatment of specific items, such as
                  depreciation,  allowance for uncollectible accounts receivable
                  and others.  These  differences  result in deferred tax assets
                  and  liabilities.  We must then assess the likelihood that our
                  deferred  tax assets will be  recovered  from  future  taxable
                  income,  and to the extent we  believe  that  recovery  is not
                  likely, we must establish a valuation allowance. To the extent
                  we establish a valuation  allowance or increase the  allowance
                  in a  period,  we  must  include  an  expense  within  the tax
                  provision in the statement of operations.

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<PAGE>


         o        We recorded a valuation  allowance  of $112,600 as of December
                  31,  2001 due to  uncertainties  relating  to our  ability  to
                  utilize some of our deferred tax assets,  consisting primarily
                  of net  operating  losses  carried  forward to the period over
                  which they  could be  recoverable.  In the event  that  actual
                  results  differ  from  these  estimates  or  we  adjust  these
                  estimates  in  future  periods,  we may need to  establish  an
                  additional  valuation  allowance which could materially impact
                  our financial position and results of operations.

RESULTS OF OPERATIONS

For the nine months ended September 30, 2002 and 2001

         Revenues for the nine months ended  September 30, 2002 compared to 2001
decreased from $420,961 to $303,531 or a 28% decrease  reflecting a slow down in
the industry and in the economy, especially subsequent to the September 11, 2001
disaster.

         During the same  period  cost of revenues  decreased  from  $313,653 to
$211,526  reflecting  a  commensurate  decrease in relative  costs of  providing
services to our customers.  The major components of costs of revenues  decreased
as  follows:  labor,  $276,742  to  $185,723,   workers  compensation  insurance
increased from $4,915 to $7,431,  and payroll taxes and benefits  decreased from
$30,656 to $18,341.

         For  this  period   salaries   increased  from  $142,568  to  $153,204,
consisting of decrease in wages of $5,964,  and an increase in officer  salaries
of $16,600.  The September 30, 2002 salaries include $66,600 in donated services
by our CFO and former CEO.

         During this period,  legal and  professional  expenses  increased  from
$5,497 to $108,321,  reflecting  substantially higher legal expenses incurred to
discharge Company's legal obligations under the Securities Exchange Act of 1934,
and the filing its  registration  statement  under the  Securities  Act of 1933,
including mailings to shareholders,  quarterly and annual reports,  and the cost
of auditing the Company's financial  statements for 2001. The September 30, 2002
amount also includes $45,350 in consulting fees paid to an unrelated party.

         Additionally,  for the same periods,  public company expense  increased
from $0 to $3,929  reflecting  filing fees and expenses in  connection  with the
Company's  filing  of  compliance  reports  with  the  Securities  and  Exchange
Commission. Rent decreased from $19,353 to $16,351 reflecting lower rent expense
and no extra  charges  for  common  area  expenses  during the  period.  Taxes &
Licenses decreased from $12,949 to $9,384 reflecting the lower level of salaries
for the respective periods.

         Major components of other expenses  decreased:  Penalties  decreased by
$20,904  reflecting  better  cash  management  and better  funding.  Advertising
decreased from $14,587 to $7,929, reflecting a cost reduction program and a more
targeted advertising  program, as well as a lower level of operations.  Printing
expense increased from $2,079 to $4,640  reflecting  additional costs associated
with the change in  corporate  name and the change in location of our  operating
premises.

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<PAGE>



For the three months ended September 30, 2002 and 2001

         Revenues for the three months ended September 30, 2002 compared to 2001
increased  from  $97,970 to  $118,427  or a 21%  increase  reflecting  a current
increase in  operations  compared to slower  operations  prior to September  11,
2001. There was a downturn in the industry and in the economy, subsequent to the
September 11, 2001 disaster.

         During the same  periods  cost of revenues  increased  from  $72,585 to
$79,002  reflecting  a  commensurate  increase  in relative  costs of  providing
services to our customers.  The major components of costs of revenues  increased
as  follows:  labor  decreased  from  $63,621 to $68,893;  workers  compensation
insurance  decreased $6,913 to $6,511,  and payroll taxes and benefits decreased
from $1,779 to $3,598.

         For this  period  salaries  increased  from  $45,226  to  $48,764.  The
September 30, 2002 amount  included  $23,400 in services  donated by our CFO and
former CEO. Other salaries actually  decreased by $19,861 reflecting a decreased
in office personnel.

         During the same period,  legal and professional  expenses  increased by
$5,042,  reflecting  substantially  higher legal expenses incurred in connection
with the normal operation of the enterprise.

         Major changes in other expenses are as follows:  Advertising  increased
by $1,195 reflecting an increase in the Company's advertising program and a more
targeted  advertising  program.  Penalties  decreased by $1,266  resulting  from
better cash  management.  Office  expenses and printing  expenses,  increased by
$2,359 and $1,125 respectively, reflecting an increased in business activity.

LIQUIDITY AND CAPITAL RESOURCES

         In March  2002,  our Board of  Directors  authorized  the sale of up to
$250,000 of its 18% Subordinated  Convertible Notes due October 1, 2002. We have
the  option  to  extend  the  maturity  date  for  up to  two  successive  three
month-periods  ending  January 1, 2003 and April 1, 2003.  The holders  have the
option to convert the  principal  and  interest  into our common stock at $2 per
share.  As of March 31, 2002, we received  $100,000 of proceeds from the sale of
two such notes.

         On June 24, 2002, we sold 5,000,000 units, each consisting of one share
of our common stock and one  five-year  $.15 common stock  purchase  warrant for
$200,000 as follows:

         1.       2,500,000  units were issued in exchange for the  cancellation
                  of the 18% Subordinated Convertible Notes due October 1, 2002.

         2.       1,000,000 units were issued in exchange for $40,000 in cash.

         3.       During the current  period,  also  approximately  $75,000 from
                  officers,  directors  and  shareholders  without  evidence  of
                  promissory  notes or interest,  of which $60,000 was cancelled
                  in exchange for the issuance of 1,500,000 units.

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<PAGE>


         In  June,  2002  we  borrowed  $40,000  from  an  unrelated  individual
evidenced by a  promissory  notes with  interest at 12% per annum.  This debt is
secured by our accounts receivables.

         As of  September  30,  2002,  we had working  capital of  $156,121  and
liabilities  to note holders and short term  advances in the amount of $120,179,
including insurance financing of $21,766.

         At the current level of operations we do not have sufficient  resources
on hand,  including  cash and  accounts  receivables  to operate for the next 12
months,  without  additional  sources of  capital.  We plan to satisfy  our cash
requirements  though additional equity financing and sales of our services..  We
are  exploring  financing  alternatives  including  but not  limited  to selling
additional  equity,  bank or private borrowing,  or from officers,  directors or
shareholders. We do not have any commitments in this regard and no assurance can
be given that our financing  efforts will be  successful.  If we are not able to
obtain additional financing our operations may be curtailed and an investment in
our common stock would be lost.

         Management  believes that revenues will increase  significantly  during
the next 12 months.  As of September 30, 2002, we had  approximately  $13,442 in
cash with  which to satisfy  our  future  cash  requirements.  Additionally,  we
anticipate a refund of workers insurance paid of $60,000  (approximately $47,500
as of September 30, 2002) at the  termination of the policy  currently in force.
At our current  level of  operations,  we would require a minimum of $125,000 to
satisfy the Company's basic cash needs for the next 12 months.

         At  November  18,  2002,  we had no  material  commitments  for capital
expenditures.

Part II Other Information

Item 2.  Changes in Securities

         None

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

              Exhibit 31.1          Certification  by  Cristino  L. Perez,
                                    Principal  Executive  Officer pursuant to 18
                                    U.S.C.  Section 1350, as adopted pursuant to
                                    Section  302  of the  Sarbanes-Oxley  Act of
                                    2002.

              Exhibit 31.2          Certification  by  Cristino  L. Perez,
                                    Chief  Financial   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  Cristino  L. Perez,
                                    Principal  Executive  Officer pursuant to 18
                                    U.S.C.  Section 1350, as adopted pursuant to
                                    Section  906  of the  Sarbanes-Oxley  Act of
                                    2002.


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<PAGE>



              Exhibit 32.2          Certification  by  Cristino  L. Perez,
                                    Chief  Financial   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

         Resignation of R. Gale Porter as president and director of the Company


                                       15

<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 28, 2003                    /s/ Cristino L. Perez
                                           -----------------------------------
                                           By:  Cristino L. Perez
                                           Chief Financial Officer, director,
                                           principal accounting officer



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