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 SEPTEMBER 30, 2004

[ ]   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.)

                       105 NORTH FALKENBURG ROAD, SUITE B
                              TAMPA, FLORIDA 33619
                     ---------------------------------------
                    (Address of Principal Executive Offices)

                                 (813) 662-0074
                ------------------------------------------------
                (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 November 12, 2004, there were
outstanding  7,695,582 shares of common stock, par value $0.0001,  and no shares
of preferred stock.


<PAGE>

                             RESOLVE STAFFING, INC.
          FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

                                      INDEX

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
<S>                                                                                             <C>
ITEM  1.  FINANCIAL STATEMENTS

         Consolidated balance sheets as of September 30, 2004 (unaudited) and
         December 31, 2003                                                                        3

         Consolidated statements of operations for the three months and nine months
         ended September 30, 2004 and 2003 (unaudited)                                            4

         Consolidated  statements  of cash  flows  for  the  nine  months  ended
         September 30, 2004 and 2003 (unaudited)                                                  5

         Notes to consolidated financial statements (unaudited)                                   6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS                                                     11

ITEM 3. CONTROLS AND PROCEDURES                                                                  14

PART II - OTHER INFORMATION

ITEM 4. CHANGES IN SECURITIES                                                                    15

ITEM 5. OTHER INFORMATION                                                                        16

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                         17
</TABLE>







                                       2
<PAGE>

                             RESOLVE STAFFING, INC.
                           CONSOLIDATED BALANCE SHEETS
              SEPTEMBER 30, 2004 (UNAUDITED) AND DECEMBER 31, 2003


<TABLE>
<CAPTION>
                                                                     2004
                    ASSETS                                        (UNAUDITED)          2003
                                                                --------------    --------------
<S>                                                             <C>               <C>
CURRENT ASSETS
    Cash and cash equivalents                                   $          475    $           --
    Accounts receivable, net of allowance for bad
         debts of $4,500 for 2004 and 2003                             182,324           116,723
    Prepaid and other assets                                            14,515            20,982
                                                                --------------    --------------
        Total current assets                                           197,314           137,705
                                                                --------------    --------------

PROPERTY AND EQUIPMENT
    Property and equipment                                              46,547            44,763
    Less: Accumulated depreciation                                      26,395            20,470
                                                                --------------    --------------
        Net property and equipment                                      20,152            24,293
                                                                --------------    --------------

                  TOTAL ASSETS                                  $      217,466    $      161,998
                                                                ==============    ==============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Accounts payable and accrued expenses                       $       72,448    $       62,987
    Accrued salaries and payroll taxes                                   3,078            92,764
    Loans payable - related party                                      261,977                --
    Notes payable                                                       89,100            81,000
    Note payable - related party                                        91,500            91,500
                                                                --------------    --------------
        Total current liabilities                                      518,103           328,251
                                                                --------------    --------------

STOCKHOLDERS' DEFICIT
    Common stock, $.0001 par value, 50,000,000 shares
     authorized, issued and outstanding: September 30, 2004 -
     7,695,582 shares; December 31, 2003 - 6,614,582 shares                769               661
    Paid-in capital                                                  1,160,771           998,729
    Less: Deferred stock compensation                                   (5,600)          (33,483)
    Accumulated (deficit)                                           (1,456,577)       (1,132,160)
                                                                --------------    --------------
             Total stockholders' deficit                              (300,637)         (166,253)
                                                                --------------    --------------

    TOTAL LIABILITIES AND STOCKHOLDERS'
    DEFICIT                                                     $      217,466    $      161,998
                                                                ==============    ==============
</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, 2004 AND 2003 (UNAUDITED)


<TABLE>
<CAPTION>
                                                    THREE MONTHS ENDED          NINE MONTHS ENDED
                                                       SEPTEMBER 30,               SEPTEMBER 30,
                                                   2004           2003           2004          2003
                                                (UNAUDITED)    (UNAUDITED)    (UNAUDITED)    (UNAUDITED)
                                                -----------    -----------    -----------    -----------
<S>                                             <C>            <C>            <C>            <C>
SERVICE REVENUES                                $   495,275    $   220,961    $ 1,193,680    $   760,127

COST OF SERVICES                                    394,025        174,068        943,537        578,491
                                                -----------    -----------    -----------    -----------

GROSS MARGIN                                        101,250         46,893        250,143        181,636
                                                -----------    -----------    -----------    -----------

OPERATING EXPENSES
     Legal & professional fees                       51,434         71,878        136,222        170,218
     Advertising/Promotion                            1,753          3,433          6,945          8,519
     Salaries and benefits                           90,554         67,694        322,114        171,437
     Taxes and Licenses                               1,024          8,485          1,069         14,178
     Rent & leases                                    4,830          7,101         12,109         11,386
     Travel & entertainment                             638          2,399            787          5,887
     Administrative expenses                         25,919         47,490         84,516         73,920
                                                -----------    -----------    -----------    -----------
           Total operating expenses                 176,152        208,480        563,762        455,545
                                                -----------    -----------    -----------    -----------

 LOSS FROM OPERATIONS                               (74,902)      (161,587)      (313,619)      (273,909)
                                                -----------    -----------    -----------    -----------

OTHER INCOME (EXPENSES)
      Interest expense                               (3,524)        (6,513)       (10,798)       (13,186)
                                                -----------    -----------    -----------    -----------
          Net other income (expenses)                (3,524)        (6,513)       (10,798)       (13,186)
                                                -----------    -----------    -----------    -----------

NET LOSS                                        $   (78,426)   $  (168,100)   $ ( 324,417)   $  (287,095)
                                                ===========    ===========    ===========    ===========
LOSS PER SHARE
     Basic and diluted                          $     ( .01)   $      (.03)   $      (.04)   $      (.05)
                                                ===========    ===========    ===========    ===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
USED TO CALCULATE LOSS PER SHARE

     Basic and diluted                            7,695,582      6,100,082      7,315,213      5,655,736
                                                ===========    ===========    ===========    ===========
</TABLE>





             See accompanying notes to these financial statements.


                                       4
<PAGE>

                             RESOLVE STAFFING, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                NINE MONTHS ENDED
                                                                                   SEPTEMBER 30,

                                                                                2004         2003
                                                                             (UNAUDITED)  (UNAUDITED)
                                                                              ---------    ---------
<S>                                                                           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                                    $(324,417)   $(287,095)
  Adjustments to reconcile net loss to cash provided by (used in) operating
activities:
  Depreciation                                                                    5,925        4,656
  Contributed services                                                                         9,000
  Common stock issued for services and interest charges                         162,150           --
  Amortization of stock compensation                                             27,883      120,333

Decrease (increase) in current assets:
     Accounts receivable                                                        (65,601)      14,301
     Prepaid and other assets                                                     6,467       47,676

Increase (decrease) in current liabilities:

     Accounts payable                                                            47,948      (26,963)
     Accrued salaries                                                           (13,233)      30,059
     Accrued payroll taxes                                                      (76,453)      48,146
     Other current liabilities                                                  (32,307)      58,408
                                                                              ---------    ---------
          Total adjustments                                                      62,779      305,616
                                                                              ---------    ---------

Net cash provided by (used in) operating activities                            (261,638)      18,521
                                                                              ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and equipment                                          (1,784)     (14,488)

                                                                              ---------    ---------
Net cash used in investing activities                                            (1,784)     (14,488)

                                                                              ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
     Bank overdraft                                                              (6,180)      (9,712)
     Proceeds from notes payable                                                 48,100       26,000
     Repayment of notes payable                                                 (40,000)          --
     Loan from stockholders, net                                                     --       12,740
     Repayments of debentures payable                                                --      (10,750)
     Proceeds from loans payable - related party                                261,977           --
                                                                              ---------    ---------
Net cash provided by financing activities                                       263,897       18,278
                                                                              ---------    ---------


NET INCREASE IN CASH AND CASH EQUIVALENTS                                           475       22,311

CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD                                   --           --
                                                                              ---------    ---------

CASH AND CASH EQUIVALENTS, END OF THE PERIOD                                  $     475    $  22,311
                                                                              =========    =========
</TABLE>


              See accompanying notes to these financialstatements.


                                       5
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         SEPTEMBER 30, 2004 (UNAUDITED)


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 engaged in  providing  human  resource
services  (which  include  recruiting,  training,  and  placement  of  temporary
personnel)  focusing on the  professional,  clerical,  administrative  and light
industrial staffing market in West Central Florida.

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 three
months and nine months ended September 30, 2004 and 2003 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, 2003 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  subsidiary  Integra.  All  significant  intercompany
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.  Permanent  placement
revenues are  recognized  when services  provided are  substantially  completed.
Allowances  are  established  to estimate  losses due to placed  candidates  not
remaining  employed for our  guaranteed  period.  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


                                       6
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         SEPTEMBER 30, 2004 (UNAUDITED)


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

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.

Recent Accounting Principles

In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities".  The  statement  amends  and
clarifies accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts, and hedging activities. This
statement is designed to improve  financial  reporting  such that contracts with
comparable  characteristics  are  accounted  for  similarly.  The  statement  is
generally  effective for contracts entered into or modified after June 30, 2003.
The Company  currently has no such  financial  instruments  outstanding or under
consideration  and does not expect the  adoption of this  standard to effect the
Company's financial position or results of operations.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with Characteristics of Both Liabilities and Equity". This statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with characteristics of both liabilities and equity. This
statement is effective for financial  instruments entered into or modified after
May 31, 2003,  and is otherwise  effective at the beginning of the first interim
period  beginning  after  June  15,  2003.  The  Company  currently  has no such
financial instruments  outstanding or under consideration and therefore adoption
of this standard currently has no financial reporting implications.

In  December  2003,  the  FASB  issued  FASB  Interpretation  No.  46,  "Amended
Consolidation of Variable Interest Entities" ("FIN No. 46"). This interpretation
clarifies rules relating to consolidation where entities are controlled by means
other than a majority voting interest and instances in which equity investors do
not  bear  the  residual  economic  risks.  This   interpretation  is  effective
immediately for variable  interest  entities created after January 31, 2003 and,
for interim periods  beginning  after December 15, 2003, for interests  acquired
prior to February 1, 2003.  The Company does not  currently  have  relationships
with  entities  meeting the criteria set forth in FIN No. 46 and is not required
to  include  any such  entities  in its  financial  statements  pursuant  to the
provisions of FIN No. 46.

NOTE B - LIQUIDITY AND MANAGEMENT'S PLANS

The  accompanying  financial  statements  have been prepared on a  going-concern
basis,  which  contemplates  the  realization  of assets  and the  discharge  of
liabilities in the normal course of business.  As reflected in the  accompanying
financial  statements,  the  Company  has a  working  capital  deficiency  and a
stockholder's deficiency of $320,789 and $300,637, respectively, as of September
30, 2004. In addition,  the Company has incurred substantial losses and has been
dependent  upon the  financial  support of  stockholders,  management  and other
related parties.  These conditions raise  substantial doubt as to the ability of
the Company to continue as a going concern.

Management is engaged in accessing additional financial resources to support the
Company's   operations  until  profitability  can  be  achieved.   In  addition,
management is reviewing a number of strategic  alliances and  acquisitions  that
may advance the Company's operations.  However, while these strategies are under
development,  costs and expenses have been substantially curtailed.  Ultimately,
the  Company's  ability to continue  as a going  concern is  dependent  upon the
access  of  additional  capital  to  support  operations  and  strategic  growth
strategies.  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.


                                       7
<PAGE>

                             RESOLVE STAFFING, INC.
                                    NOTES TO
                        CONSOLIDATED FINANCIAL STATEMENTS
                         SEPTEMBER 30, 2004 (UNAUDITED)


NOTE C - NOTES PAYABLE

Notes 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 Company has a verbal  agreement  to extend the
maturity on a month to month basis.

Line of Credit

On May 14, 2003, the Company  entered into a $50,000 demand credit facility with
Mercantile Bank.  Interest is payable at 3% above  Mercantile  Bank's prime rate
(currently 8%) per annum. The line of credit is personally guaranteed by William
A. Brown, a company  director and major  shareholder.  As of September 30, 2004,
Resolve has drawn $49,100 on the line of credit.

NOTE D - NOTE PAYABLE - RELATED PARTY

Note payable-related  party represents aggregate borrowings totaling $91,500 to
William Brown, a company  director and major  shareholder.  The underlying  note
bears  interest  at 5% and was due on March 31,  2004.  The Company has a verbal
agreement to extend the maturity to March 31, 2005.

NOTE E - LOANS PAYABLE - RELATED PARTY

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 2,000,000 shares of common
stock that were  released to an escrow agent,  but not issued for  accounting or
reporting  purposes.  As of September 30, 2004,  there was $261,977  outstanding
under this  agreement.  Balances due under the credit  agreement were originally
due May 8, 2004,  but the agreement was extended on a  month-to-month  basis and
provided for an additional $100,000 in borrowings. Also see Note F as it relates
to common stock issued to Ronald  Heineman  under an employment  and  consulting
agreement.

NOTE F - STOCKHOLDERS' EQUITY

On February 7, 2003, the Board of Directors  approved a one-year  agreement with
Pinnacle  Corporate  Services,  LLC  ("Pinnacle"),  a  company  owned by  Donald
Quarterman,  a company director and major  shareholder,  to provide Resolve with
the following  services:  assistance and/or preparation of financial,  strategic
and business  plans,  assist and advise  Resolve on  recruiting  key  management
talent and members of the board of  directors,  and  provide  advice and consult
with Resolve  concerning  management,  products and  services.  According to the
agreement, Resolve agreed to issue Pinnacle a total of 950,000 restricted shares
of the  Company's  $.0001  par value  common  stock as part of the  compensation
package.  Resolve  agreed to prepare  and file a  registration  statement  on or
before May 31, 2003 and register the shares issued to Pinnacle.  Resolve  issued
the 950,000 shares of its common stock to Pinnacle  Corporate  Services,  LLC as
compensation  for the  one-year  agreement  to provide  consulting  services and
valued the shares at $133,000 representing the market value of such shares based
upon recent sales.

On February 7, 2003, Resolve issued 275,000 shares of its common stock valued at
$38,500,  representing  the market value of such shares based upon recent sales,
to Wanda D. Dearth,  its former Chief  Executive  Officer in  connection  with a
compensation agreement for her services.

During 2003,  Resolve issued 63,500 shares,  valued at $8,519,  representing the
market value of such shares based


                                       8
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         SEPTEMBER 30, 2004 (UNAUDITED)


NOTE F - STOCKHOLDERS' EQUITY (CONTINUED)

upon recent sales, of its restricted  common stock to unrelated  individuals for
services with investor relations matters.

On June 25,  2003,  the  Company  issued  25,000  shares of its common  stock in
exchange for the debentures converted.

On December 29, 2003,  Resolve issued  200,000  shares of its restricted  common
stock to stock to Michael  Knox,  as  compensation  for a one-year  agreement to
serve as the Company's Chief Financial  Officer valued at $28,000,  representing
the market value of such shares based upon recent  sales,  through  December 31,
2004.

On December  29,  2003,  Resolve  pledged  2,000,000  shares of common  stock as
collateral for a short term credit  agreement to ELS,  Inc.,  which is a company
owned by Ronald Heineman. See Note E.

On December 29, 2003,  Resolve issued 280,000 shares of common stock,  valued at
$39,200,  representing  the market value of such shares based upon recent sales,
to Ronald  Heineman the Company's  Chief  Executive  Officer under an employment
contract that also provides for future stock  issuances.  The stock was and will
be issued as follows:  100,000 shares upon execution of the Agreement,  plus the
first month's compensation of 180,000 shares, and 180,000 shares at each monthly
anniversary beginning February 2004.

On February 2, 2004,  Resolve issued  180,000 shares of common stock,  valued at
$27,000,  representing  the market value of such shares based upon recent sales,
to  Ronald  Heineman  the  Company's  Chief  Executive  Officer  as  part of his
employment contract listed previously.

On March 1, 2004,  Resolve  issued  180,000  shares of common  stock,  valued at
$27,000,  representing  the market value of such shares based upon recent sales,
to  Ronald  Heineman  the  Company's  Chief  Executive  Officer  as  part of his
employment contract listed previously.

On April 1, 2004, Resolve issued 360,000 shares (April and May) of common stock,
valued at  $54,000,  representing  the market  value of such  shares  based upon
recent sales, to Ronald  Heineman the Company's Chief Executive  Officer as part
of his employment contract listed previously.

On June 1, 2004,  Resolve issued 360,000 shares (June and July) of common stock,
valued at  $54,000,  representing  the market  value of such  shares  based upon
recent sales, to Ronald  Heineman the Company's Chief Executive  Officer as part
of his employment contract listed previously.

On June 30, 2004 Resolve  issued 1,000 shares of common  stock,  valued at $150,
representing the market value of such shares based upon recent sales, to Barbara
Green,  an  unrelated  individual,  as  consideration  for the  extension of the
Company's note payable.

Deferred Stock Compensation:

Compensation and consulting expense related to the two common stock issuances in
February  and  December,  2003 as noted  above,  are  being  amortized  over the
benefited periods of 12 months.  The remaining  outstanding  amount of $5,600 is
carried as a contra account to equity in the accompanying financial statements.

Common Stock Warrants:

As of September 30, 2004 there were 4,256,600 stock warrants  outstanding  which
are due to expire on June 30, 2007.  Each warrant has an exercise  price of $.15
per share price. All stock warrants are exercisable.


                                       9
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         SEPTEMBER 30, 2004 (UNAUDITED)


NOTE G - SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest  during the nine months ended September 30, 2004 and 2003
amounted to $10,798 and $13,186 respectively.

NOTE H - NET LOSS PER SHARE

Net loss per  share is  computed  based  upon the  weighted  average  number  of
outstanding shares of the Company's common stock for each period presented.  The
weighted average number of shares excludes  4,256,600 common stock  equivalents,
representing   warrants,   since  the   effect  of   including   them  would  be
anti-dilutive.

NOTE I - SUBSEQUENT EVENTS

On October 28, 2004 the Company was party to a  telephonic  eligibility  hearing
with the Nasdaq Listing Qualifications Department, with regards to the Company's
threatened  suspension  of  eligibility  to  continue  price  quotations  on the
Bulletin  Board,  due to the  Company's  failure  to comply  with the  financial
statement  requirements  of Item 310(b) of Regulation  S-B. On November 10, 2004
the Company filed amended Forms 10-QSB for the first and second  quarters of the
current  year in an attempt to remedy the  failure to comply with Item 310(b) of
Regulation S-B. On November 11, 2004, the Hearing Panel designated by the NASDAQ
Board of Governors  determined  that the Company's  securities were eligible for
continued quotation on the OTCBB.

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.  The  reverse  stock  split has not been  effected as of the date of this
filing.








                                       10
<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, 2003.

RESULTS OF OPERATIONS

COMPARISON OF  CONSOLIDATED  OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30,
2004 AND 2003.

Our net loss  decreased  from $168,100 for the three months ended  September 30,
2003 to $78,426 or a 53% decrease for the three months ended September 30, 2004.
A line-by-line discussion of our results of operations is as follows:

Revenues  for the three months ended  September  30, 2003  compared to the three
months ended  September 30, 2004  increased  from $220,961 to $495,275 or a 124%
increase, reflecting our continued marketing efforts.

Our  cost of  services  increased  from  $174,068  for the  three  months  ended
September  30, 2003 to $394,025 for the three months ended  September  30, 2004.
This increase was largely due to the increased revenues as noted above. However,
as a percentage of revenue our cost of services marginally increased from 79% to
80%, which is attributable to an overall increase in costs.


                                       11
<PAGE>

For the three months ended  September 30, 2004 and 2003 the major  categories of
expenses, as a percentage of revenue were as follows:

                                2004             2003
                             ----------------------------

Legal & professional              10%           33%
Advertising & promotion           -%             2%
Salaries & benefits               18%           31%
Taxes & licenses                  -%             4%
Rent & leases                      1%            3%
Travel & entertainment            -%             1%
Administrative expenses            5%           21%

Legal and professional expense decreased from $71,878 in 2003 to $51,434 in 2004
or an 28% decrease, reflecting management's ability to reduce expenses.

Advertising  and  promotion  expense  decreased  slightly from $3,433 in 2003 to
$1,753  in 2004,  reflecting  a  decreased  level  of  outside  advertising  and
promotion,  while relying more on direct  customer  sales  contacts by our sales
staff.

Salaries and benefits  increased  from $67,694 in 2003 to $90,554 in 2004,  or a
34%   increase,   reflecting   the  constant   level  of  total   administrative
compensation, including stock for services by our CFO and by our president.

Taxes and licenses decreased from $8,485 in 2003 to $1,024 in 2004, reflecting a
decrease of costs previously  associated with licensing our company in Nevada as
well as in Florida.

Rent and leases  expense  decreased  slightly  from  $7,101 in 2003 to $4,830 in
2004, reflecting the lower rental cost of our new facilities.

Travel  and  entertainment  decreased  from  $2,399  in 2003  to  $638 in  2004,
reflecting a decrease in the number of staffing industry convention and seminars
attended.

Administrative  expenses  decreased from $47,490 in 2003 to $25,919 in 2004 or a
45% decrease.  Changes in the major components of  administrative  expenses from
the three months ended  September 30, 2003 and September 30, 2004 were primarily
due to a decrease in computer services of $11,289.

Interest  expense  decreased  from  $6,513 in 2003 to $3,524 in 2004 or a $2,989
decrease. This decrease was due to better cash flow management.

COMPARISON OF  CONSOLIDATED  OPERATIONS FOR THE NINE MONTHS ENDED  SEPTEMBER 30,
2004 AND 2003.

Our net loss  increased  from  $287,095 for the nine months ended  September 30,
2003 to $324,417 or a 13% increase for the nine months ended September 30, 2004.
A line-by-line discussion of our results of operations is as follows:

Revenues for nine months ended  September  30, 2003  compared to 2004  increased
from  $760,127  to  $1,193,680  or a  57%  increase,  reflecting  our  continued
marketing efforts.

Our cost of services increased from $578,491 for the nine months ended September
30, 2003 to $943,537 for the nine months ended September 30, 2004. This increase
was  largely  due to the  increased  revenues  as  noted  above.  However,  as a
percentage of revenue our cost of services  increased  from 76% to 79%, which is
attributable to an overall increase in costs.


                                       12
<PAGE>

For the nine months ended  September  30, 2004 and 2003 the major  categories of
expenses, as a percentage of revenue were as follows:

                                  2004             2003
                              -----------------------------

Legal & professional                11%             22%
Advertising & promotion              1%              1%
Salaries & benefits                 27%             23%
Taxes & licenses                    -%               2%
Rent & leases                        1%              2%
Travel & entertainment              -%               1%
Administrative expenses              7%             10%

Legal and  professional  expense  decreased from $170,218 in 2003 to $136,222 in
2004 or a 20% decrease, reflecting management's ability to reduce expenses.

Advertising  and  promotion  expense  decreased  slightly from $8,519 in 2003 to
$6,945  in 2004,  reflecting  a  decreased  level  of  outside  advertising  and
promotion,  while relying more on direct  customer  sales  contacts by our sales
staff.

Salaries and benefits increased from $171,437 in 2003 to $322,114 in 2004, or an
88%   increase,   reflecting   the  constant   level  of  total   administrative
compensation, including stock for services by our CFO and by our president.

Taxes and licenses decreased from $14,178 in 2003 to $1,069 in 2004,  reflecting
a decrease of costs  previously  associated with licensing our company in Nevada
as well as in Florida.

Rent and leases  expense  increased  slightly from $11,386 in 2003 to $12,109 in
2004,  reflecting a change in the rental cost of our new facilities as well as a
reduction of common area  maintenance  costs associated with the previous leased
offices.

Travel  and  entertainment  decreased  from  $5,887  in 2003  to  $787 in  2004,
reflecting a decrease in the number of staffing industry convention and seminars
attended.

Administrative  expenses  increased from $73,920 in 2003 to $84,516 in 2004 or a
14% increase.  Changes in the major components of  administrative  expenses from
the nine months ended  September 30, 2003 and September 30, 2004 were  primarily
due to an increase in penalties  of $5,756 and an increase in printing  costs of
$4,914.

Interest  expense  decreased from $13,186 in 2003 to $10,798 in 2004 or a $2,388
decrease. This decrease was due to better cash flow management.

LIQUIDITY AND CAPITAL RESOURCES

The  accompanying  financial  statements  have been prepared on a  going-concern
basis,  which  contemplates  the  realization  of assets  and the  discharge  of
liabilities in the normal course of business.  As reflected in the  accompanying
financial  statements,  the  Company  has a working  capital  deficiency  and an
accumulated  deficiency  of $320,789  and  $300,637 as of  September  30,  2004,
respectively.  In addition,  the Company is in the formative  period and has not
yet achieved  profitable  operations,  and has been dependent upon the financial
support of stockholders,  management and other related parties. These conditions
raise  substantial  doubt as to the  ability  of the  Company  to  continue  its
business operations as a going concern.

Management is currently engaged in accessing  additional  financial resources to
support  the  Company's  operations  until  profitability  can be  achieved.  In
addition,   management  is  reviewing  a  number  of  strategic   alliances  and
acquisitions that may advance the Company's  operations into a profitable state.
However,  while these strategies are under development,  costs and expenses have
been substantially curtailed. Ultimately, the Company's ability to continue as a
going  concern is  dependent  upon the access of  additional  capital to support
operations  and  strategic  growth  strategies.  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.


                                       13
<PAGE>

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004

For the nine months ended September 30, 2004 we incurred a net loss of $324,417.
Of this loss,  $195,958  did not  represent  the use of cash.  These  consist of
depreciation  expense  of  $5,925,  as  well  as  the  amortization  of  prepaid
consulting expenses of $190,033,  which resulted from the issuance of our common
stock. Changes in accounts receivable, prepaid and other expenses were offset by
changes in accounts payable,  payroll,  salary, and other accruals which brought
the total cash used by  operations to $261,638.  Additionally  we used $1,784 to
purchase a computer during this period.

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

We maintain  certain  disclosure  controls and procedures.  They are designed to
help ensure that material  information is: (1) gathered and  communicated to the
company's  directors  and  managers,   including  the  principle  executive  and
financial officers, on a timely basis; and (2) recorded, processed,  summarized,
reported and filed with the SEC as required under the Securities Exchange Act of
1934.

Our Chief  Financial  Officer  evaluated  the  effectiveness  of our  disclosure
controls and procedures as of September 30, 2004.  Based on his  evaluation,  he
concluded that our disclosure  controls and procedures  were effective for their
intended purpose described above. There were no changes to our internal controls
during the  quarterly  period  ended  September  30,  2004 that have  materially
affected,  or that are  reasonably  likely to  materially  affect  our  internal
controls.


                                       14
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 4.  CHANGES IN SECURITIES

On February 7, 2003, the Board of Directors  approved a one-year  agreement with
Pinnacle  Corporate  Services,  LLC  ("Pinnacle"),  a  company  owned by  Donald
Quarterman,  a company director and major  shareholder,  to provide Resolve with
the following  services:  assistance and/or preparation of financial,  strategic
and business  plans,  assist and advise  Resolve on  recruiting  key  management
talent and members of the board of  directors,  and  provide  advice and consult
with Resolve  concerning  management,  products and  services.  According to the
agreement, Resolve agreed to issue Pinnacle a total of 950,000 restricted shares
of the  Company's  $.0001  par value  common  stock as part of the  compensation
package.  Resolve  agreed to prepare  and file a  registration  statement  on or
before May 31, 2003 and register the shares issued to Pinnacle.  Resolve  issued
the 950,000 shares of its common stock to Pinnacle  Corporate  Services,  LLC as
compensation  for a the one-year  agreement to provide  consulting  services and
valued the shares at $133,000 representing the market value of such shares based
upon recent sales.

On February 7, 2003, Resolve issued 275,000 shares of its common stock valued at
$38,500,  representing  the market value of such shares based upon recent sales,
to Wanda D. Dearth,  its former Chief  Executive  Officer in  connection  with a
compensation agreement for her services.

During 2003,  Resolve issued 63,500 shares,  valued at $8,519,  representing the
market value of such shares based upon recent sales,  of its  restricted  common
stock to unrelated individuals for services with investor relations matters.

On June 25,  2003,  the  Company  issued  25,000  shares of its common  stock in
exchange for the debentures converted.

On December 29, 2003,  Resolve issued  200,000  shares of its restricted  common
stock to stock to Michael Knox, as partial compensation for a one-year agreement
to  serve  as  the  Company's  Chief   Financial   Officer  valued  at  $28,000,
representing  the market value of such shares based upon recent  sales,  through
December 31, 2004.

On December  29,  2003,  Resolve  pledged  2,000,000  shares of common  stock as
collateral for a Line of Credit to ELS, Inc., which is a company owned by Ronald
Heineman.

On December 29, 2003,  Resolve issued 280,000 shares of common stock,  valued at
$39,200,  representing  the market value of such shares based upon recent sales,
to Ronald  Heineman the Company's  Chief  Executive  Officer under an employment
contract that also provides for future stock  issuances.  The stock was and will
be issued as follows:  100,000 shares upon execution of the Agreement,  plus the
first month's compensation of 180,000 shares, and 180,000 shares at each monthly
anniversary beginning February 2004.

On February 2, 2004,  Resolve issued  180,000 shares of common stock,  valued at
$27,000,  representing  the market value of such shares based upon recent sales,
to  Ronald  Heineman  the  Company's  Chief  Executive  Officer  as  part of his
employment contract listed previously.

On March 1, 2004,  Resolve  issued  180,000  shares of common  stock,  valued at
$27,000,  representing  the market value of such shares based upon recent sales,
to  Ronald  Heineman  the  Company's  Chief  Executive  Officer  as  part of his
employment contract listed previously.

On April 1, 2004, Resolve issued 360,000 shares (April and May) of common stock,
valued at  $54,000,  representing  the market  value of such  shares  based upon
recent sales, to Ronald  Heineman the Company's Chief Executive  Officer as part
of his employment contract listed previously.

On June 1, 2004,  Resolve issued 360,000 shares (June and July) of common stock,
valued at  $54,000,  representing  the market  value of such  shares  based upon
recent sales, to Ronald  Heineman the Company's Chief Executive  Officer as part
of his employment contract listed previously.

On June 30, 2004 Resolve  issued 1,000 shares of common  stock,  valued at $150,
representing the market value of such shares based upon recent sales, to Barbara


                                       15
<PAGE>

Green,  an  unrelated  individual,  as  consideration  for the  extension of the
Company's note payable.

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. The reverse stock split has not been effected as of this filing.

ITEM 5. OTHER INFORMATION

On July 9,  2004,  Resolve  Staffing,  Inc.  and  Wanda  Dearth  entered  into a
Settlement  Agreement  pertaining  to a  lawsuit  (Case  No.  0401248)  filed in
Hillsborough County, Florida.

On August 16, 2004, Aidman, Piser and Company ("APC"), the Company's independent
auditors,  notified the Company that they were resigning from the client-auditor
relationship with the Company effective as of that date.

APC was engaged by the Company to serve as the  Company's  independent  auditors
for the fiscal year ended  December 31, 2003.  The report of APC with respect to
the Company's  financial  statements for the fiscal year ended December 31, 2003
was modified for the uncertainty  surrounding our ability to continue as a going
concern.  During the fiscal  year ended  December  31,  2003 and the period from
December  31,  2003  through  the  date  of  APC's  resignation,  there  were no
disagreements between the Company and APC on any matter of accounting principles
or practices,  financial statement  disclosure,  or auditing scope or procedure,
which  disagreements,  if not resolved to the  satisfaction  of APC,  would have
caused APC to make  reference  to the  subject  matter of the  disagreements  in
connection with its report on the Company's financial statements for such year.

After the filing of the Company's  Form 8-K on August 25, 2004,  disclosing  the
resignation of our former auditors,  the Company received notice from the Nasdaq
Listing  Qualifications  Department  that  our  eligibility  to  continue  price
quotations on the Bulletin Board would be suspended due to our failure to comply
with the financial statement  requirements of Item 310(b) of Regulation S-B. The
Company  requested  an  eligibility  hearing  with  the  Listing  Qualifications
Department, which was held telephonically on October 28, 2004, during which time
the Company  disclosed  that it had retained  new  auditors as of September  21,
2004. Amended Forms 10-QSB for the first and second quarters of the current year
were filed on November 10, 2004. As of the date of this report,  the Company has
not received any ruling as a result of the eligibility hearing.

On September 21, 2004, the Company engaged PKF, Certified Public Accountants,  a
Professional  Corporation  ("PKF"), as its independent public  accountants.  For
additional information refer to our Form 8-K filed on September 23, 2004.

On  September  22,  2004,  Don  Quarterman  resigned  as an  Officer  of Resolve
Staffing,  Inc. There were no disputes  between the Company and Mr.  Quarterman.
Mr. Quarterman will remain as a Director of Resolve Staffing, Inc.

On September 22, 2004,  Bill Brown  resigned as an Officer of Resolve  Staffing,
Inc.  There were no disputes  between the Company and Mr. Brown.  Mr. Brown will
remain as a Director of Resolve Staffing, Inc.

On October 28, 2004 the Company was party to a  telephonic  eligibility  hearing
with the Nasdaq Listing Qualifications Department, with regards to the Company's
threatened  suspension  of  eligibility  to  continue  price  quotations  on the
Bulletin  Board  due to the  Company's  failure  to  comply  with the  financial
statement  requirements  of Item 310(b) of Regulation  S-B. On November 10, 2004
the Company filed amended Forms 10-QSB for the first and second  quarters of the
current  year in an attempt to remedy the  failure to comply with Item 310(b) of
Regulation S-B. On November 11, 2004, the Hearing Panel designated by the NASDAQ
Board of Governors  determined  that the Company's  securities were eligible for
continued quotation on the OTCBB.


                                       16
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits


           Exhibit 31.1      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 31.2      Certification  by Michael A. Knox,  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 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.

           Exhibit 32.2      Certification  by Michael A. Knox,  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

      On August 25, 2004, the Company filed a report on Form 8-K for the purpose
of reporting the resignation of the Company's auditor,  Aidman, Piser & Company,
as  required in Item 4.0 of said  report.  Attached to that Form 8-K as exhibits
were the  auditor's  resignation  letter dated August 16, 2004 and the auditor's
reply letter required by Item 304(a)(3) of Regulation S-B.

      On  September  23,  2004,  the Company  filed a report on Form 8-K for the
purpose of reporting the  engagement of PKF,  Certified  Public  Accountants,  a
Professional Corporation ("PKF"), as its independent public accountants, and for
reporting  the  resignation  of Don E.  Quarterman,  Jr.  and  William  Brown as
officers of the  Company,  as required by Item 5.0 of said  report.  Attached to
that Form 8-K as exhibits  were  resignation  letters  tendered to the Company's
Board of Directors by Mr. Quarterman and Mr. Brown.


                                       17
<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:  November 19, 2004               /S/ Ronald Heineman
                                        ----------------------------------
                                        By: Ronald Heineman
                                            Chief Executive Officer
                                            (principal executive officer,
                                            director)



                                        /s/ Michael A. Knox
                                        ----------------------------------
Dated:  November 19, 2004               By: Michael A. Knox
                                            Chief Financial Officer
                                            (principalfinancial & accounting
                                            officer, director)


                                       18