<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                         Amendment No. 1 to FORM 10-QSB

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

       [ ] 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 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)

     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 May 15, 2003 there were
outstanding  6,191,069 shares of common stock, par value $0.0001,  and no shares
of preferred stock.

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL STATEMENTS

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 and Rule 10-01 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 three-month  period ended March 31, 2003 and are not necessarily
indicative of the results that may be expected for the year ending  December 31,
2003.

                          INDEX TO FINANCIAL STATEMENTS

   Consolidated balance sheets as of March 31, 2003 (unaudited)
   and December 31, 2002                                                       3

   Consolidated statements of operations for the three months ended
   March 31, 2003 and 2002                                                     4

   Consolidated statements of cash flows for the three months ended
   March 31, 2003 and 2002                                                     5

   Consolidated statements of stockholders' equity for the three months ended
   March 31, 2003 (unaudited) and for the year ended December 31, 2002         6

   Notes to consolidated financial statements                                  7


                                        2

<PAGE>

                             RESOLVE STAFFING, INC.
                           CONSOLIDATED BALANCE SHEETS
                MARCH 31, 2003 (UNAUDITED) AND DECEMBER 31, 2002

                    ASSETS                                2003       2002
                                                        --------   --------
CURRENT ASSETS
    Cash and cash equivalents                           $  6,396   $     --
    Accounts receivable, net of allowance for bad
         debts of $4,500 for 2002 and $1,800 for 2001    122,353     89,674
    Prepaid and other assets                              94,811     82,790
                                                        --------   --------
        Total current assets                             223,560    172,464
                                                        --------   --------
PROPERTY AND EQUIPMENT
    Property and equipment                                32,782     28,382
    Less: Accumulated depreciation                        15,139     14,015
                                                        --------   --------
        Net property and equipment                        17,643     14,367
                                                        --------   --------
                  TOTAL ASSETS                          $241,202   $186,831
                                                        ========   ========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable                                   $  44,005    $  43,386
    Bank overdraft                                            --        9,712
    Accrued salaries                                      23,187           --
    Accrued payroll taxes                                 13,142       10,803
    Notes payable                                         57,181       40,000
    Debentures payable                                    11,150       11,150
    Note payable - related party                          67,000           --
    Loan payable - related parties                        24,860        7,760
    Other current liabilities                              9,438        7,935
                                                       ---------    ---------
        Total current liabilities                        249,963      127,746
                                                       ---------    ---------
LONG-TERM  LIABILITIES
     Loans payable - related party                            --       67,000
                                                       ---------    ---------
         Total long-term liabilities                          --       67,000
                                                       ---------    ---------
STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $.0001 par value, 50,000,000 shares
      authorized, issued and outstanding: 2003 - 6,046,069
     shares; 2002 - 4,821,069 shares                         605          482
    Paid-in capital                                      911,567      737,190
    Less: Stock Compensation                            (142,916)          --
                                                       ---------    ---------
    Retained earnings (deficit)                         (778,016)    (745,587)
                                                       ---------    ---------
             Total stockholders' equity (deficit)
                                                          (8,760)      (7,915)
                                                       ---------    ---------
    TOTAL LIABILITIES AND STOCKHOLDERS'
    EQUITY (DEFICIT)                                   $ 241,203    $ 186,831
                                                       =========    =========


                                       3
<PAGE>

                             RESOLVE STAFFING, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002

                                             2003           2002
                                        -----------    -----------
SERVICE REVENUES                        $   262,246    $    85,540
DIRECT COST OF SERVICES                     198,911         55,458
                                        -----------    -----------
GROSS MARGIN                                 63,335         30,082
OPERATING EXPENSES
     Legal & professional fees               28,960         53,385
     Advertising/Promotion                    1,810          2,648
     Salaries and benefits                   41,716         49,125
     Taxes & licenses                         1,829          3,337
     Penalties                                   --             --
     Rent & leases                            4,877          9,328
     Travel & entertainment                   1,425          2,035
     Administrative expenses                 12,859         15,111
                                        -----------    -----------
           Total operating expenses          93,476        134,969
                                        -----------    -----------
LOSS FROM OPERATIONS                        (30,141)      (104,887)
OTHER INCOME (EXPENSES)
      Interest and other income                  --             --
      Interest expense                       (2,288)        (1,802)
                                        -----------    -----------
          Net other income (expenses)        (2,288)        (1,802)
                                        -----------    -----------
NET INCOME (LOSS)                       $   (32,429)   $  (106,689)
                                        ===========    ===========
LOSS PER SHARE
     Basic                              $      (.01)   $     (1.20)
                                        ===========    ===========
     Fully diluted                      $      (.01)   $     (1.20)
                                        ===========    ===========
AVERAGE NUMBER OF SHARES OUTSTANDING:
     Basic                                5,592,180         88,626
                                        ===========    ===========
     Fully diluted                        5,592,180         88,626
                                        ===========    ===========


                                       4
<PAGE>

                             RESOLVE STAFFING, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONHTS ENDED MARCH 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                                                                 2003         2002
                                                                              ---------    ---------
<S>                                                                           <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                                  $ (32,429)   $(106,688)
    Adjustments to reconcile net loss to cash used in operating activities:
        Depreciation                                                              1,124        1,480
        Common stock issued for services                                        171,500           --
        Contributed services                                                      3,000       19,800
        Conversion of loans and interest to capital                                  --          251
    Decrease (increase) in current assets:
        Accounts receivable                                                     (32,679)           (
                                                                                              21,520)
        Prepaid and other assets                                               (154,937)     (88,504)
    Increase (decrease) in current liabilities:
        Accounts payable                                                            619      (13,895)
        Bank overdraft                                                           (9,712)          --
        Payroll tax accruals                                                      2,339            (
                                                                                              10,390)
        Salary accrual                                                           23,187           --
        Customer deposits                                                            --           --
        Other current liabilities                                                 4,503        1,186
                                                                              ---------    ---------
           Total adjustments                                                      8,944            (
                                                                                             111,592)
                                                                              ---------    ---------
    Net cash (used) by operating activities                                     (23,485)    (218,280)
                                                                              ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment                                           (4,400)          --
                                                                              ---------    ---------
    Net cash (used) by investing activities                                      (4,400)          --
                                                                              ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES
     Sale of units/warrants and capital stock, net of redemption                     --           --
     Proceeds from convertible subordinated notes                                    --
     Proceeds from convertible debentures                                            --           --
     Proceeds from insurance financing                                           23,594       62,204
     Repayments of insurance financing                                           (6,413)
     Proceeds from note payable                                                      --           --
     Loan from stockholders, net of repayments                                   17,100      158,400
     Capital contribution                                                            --       22,096
                                                                              ---------    ---------
     Net cash provided by financing activities                                   34,281      242,700
                                                                              ---------    ---------
 NET INCREASE (DECREASE) IN CASH
                                                                                  6,396       24,420
CASH, BEGINNING OF THE PERIOD                                                        --       19,467
                                                                              ---------    ---------
CASH, END OF THE PERIOD                                                       $   6,396    $  43,887
                                                                              =========    =========
</TABLE>


                                       5
<PAGE>

                             RESOLVE STAFFING, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                    FOR THE YEAR ENDED DECEMBER 31, 2002 AND
                    FOR THE THREE MONTHS ENDED MARCH 31, 2003

<TABLE>
<CAPTION>
                                                     COMMON STOCK                PAID-IN         RETAINED
                                                SHARES          AMOUNT           CAPITAL         DEFICIT           TOTAL
                                              ----------       ----------       ----------      ----------       ----------
<S>                                            <C>             <C>              <C>             <C>              <C>
BALANCE, JANUARY 1, 2002                          83,334                8          425,467        (407,403)          18,072
Issuance of common stock for services              3,333               --              100              --              100
Issuance of common stock in conversion
of debentures                                    248,367               25            7,426              --            7,451
Donated services                                      --               --           82,550              --           82,550
Contributed capital by shareholder                    --               --           22,096              --           22,096
Issuance of common stock for cash,
notes and debt                                 5,000,000              500          199,500              --          200,000
Cancellation of common stock                    (513,965)             (51)              51              --               --
Net loss during period                                --               --               --        (338,184)        (338,184)
                                              ----------       ----------       ----------      ----------       ----------
BALANCE, DECEMBER 31, 2002                     4,821,069              482          737,190        (745,587)          (7,915)
Issuance of common stock for services -
Pinnacle Corp. Services                          950,000               95          132,905              --          133,000
Issuance of common stock for services
of Chief Executive Officer                       275,000               28           38,472              --           38,500
Donated services                                      --               --            3,000              --            3,000
Net loss during period                                --               --               --         (32,429)         (32,429)
                                              ----------       ----------       ----------      ----------       ----------
BALANCE, MARCH 31, 2003 (UNAUDITED)            6,046,069       $      605       $  911,567      $ (778,016)      $ (134,156)
                                              ==========       ==========       ==========      ==========       ==========
</TABLE>


                                       6
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 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 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 ended March 31, 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, 2002 as 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 on August 16, 1999
(collectively referred to as "Resolve").

Since its inception, Integra Staffing, Inc. ("Integra") was a temporary staffing
company.  Integra's  strategy  has  been to  provide  efficient  and  affordable
solutions to its customers' employment and labor force needs.

On December 10, 2001,  Resolve  Staffing,  Inc. acquired 100% of the outstanding
common stock of Integra Staffing,  Inc. The acquisition of Integra was accounted
for as a reverse  merger.  As a result,  Integra  was  treated as the  acquiring
entity and Resolve  Staffing was treated as the acquired  entity for  accounting
purposes.

PRINCIPLES OF CONSOLIDATION

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

BASIS OF ACCOUNTING

Resolve maintains its financial records and financial  statements on the accrual
basis of  accounting.  The accrual basis of accounting  provides for matching of
revenues and expenses.

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.


                                       7
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

NOTE B - PREPAID EXPENSES & OTHER ASSETS

At March 31, 2003 and December 31, 2002,  the  components of PREPAID  EXPENSES &
OTHER ASSETS are summarized as follows:

                      2003       2002
                    --------   --------
Prepaid insurance   $ 89,659   $ 78,275
Prepaid interest         637         --
Trademark              2,325      2,325
Deposits               2,190      2,190
                    --------   --------
Total               $ 94,811   $ 82,790
                    ========   ========

In February 2002, Resolve financed its insurance premiums of $93,861,  including
its workers  compensation  insurance,  with monthly to payments of approximately
$8,088 per month through November 2002. The Company estimated its future payroll
for the current policy year ending February 2003, 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 $65,000  overpayment on its workers
compensation  premiums,   which  the  Company  expects  to  receive,  after  the
completion  of the  insurance  carrier's  audit of the  payroll  for the  policy
period.

In February 2003,  Resolve financed its current  insurance  premiums of $23,594,
including  its  workers  compensation  insurance,  with  monthly to  payments of
approximately $2,148 per month through November 2003.

In  February  2003, the Resolve issued stock in exchange for one-year consulting
services  to  a  company  partially  owned  by Don Quarterman, its president and
William  A. Brown, its executive vice-president valued at $133,000. Resolve also
issued  stock  to Wanda D. Dearth, its Chief Executive Officer valued at $38,500
in  connection  with her compensation agreement. These amounts are being charged
to expense pro-rata over 12 months. The remaining outstanding amount of $142,916
was  recorded  as  a  contra  account  to  equity  in the accompanying financial
statements.


NOTE C - PROPERTY AND EQUIPMENT

Property and  equipment as of March 31, 2003 and December 31, 2002 is summarized
as follows:

                                    2003        2002
                                  --------    --------
Computer software                 $  9,940    $  5,590
Computers                            6,187       6,187
Furniture and fixtures               5,079       5,079
Office equipment                    11,576      11,576
                                  --------    --------
                                    32,782      28,382
Less accumulated depreciation      (15,139)    (14,015)
                                  --------    --------
     Net property and equipment   $ 17,643    $ 14,367
                                  ========    ========

Depreciation  expense  for the three  months  ended  March 31, 2003 and the year
ended December 31, 2002 was $1,124 and $5,813, respectively.


                                       8
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

NOTE D - CONVERTIBLE DEBENTURES AND NOTE PAYABLE

CONVERTIBLE DEBENTURES DUE DECEMBER 31, 2002

On November 16, 2001,  Resolve  borrowed $7,300 from the former  shareholders of
Integra and  unrelated  individuals  secured by a 5%  convertible  debenture due
December 31, 2002.  The debenture was  convertible  into  Resolve's  $0.0001 par
value common stock at $0.001 per share through the debenture's maturity date.

On March 30,  2002,  Resolve  issued  248,367  shares of its common stock to the
holders of the 5%  convertible  debentures in exchange for the conversion of the
$7,300 principal amount and the accrued interest to date of $151.

CONVERTIBLE DEBENTURES DUE JUNE 30, 2003

On December 6, 2001,  Resolve  borrowed  $11,150 from an  unrelated  individuals
secured by a 6%  convertible  debenture due June 30, 2003.  The  debentures  are
convertible  into  Resolve's  $0.0001 par value  common stock at $0.10 per share
through the debenture's maturity date.

NOTE PAYABLE

During  May and June  2002,  Resolve  obtained  loans  from  Barbara  Green,  an
unrelated individual, and on June 3, 2002 Resolve formalized the advances with a
promissory note for the total advances of $40,000. The note is includes interest
at 12% per annum  payable  quarterly in arrears,  and is secured by the accounts
receivable of the Company.

On February 3, 2003, Resolve secured an extension of the note's maturity date to
May 3, 2003,  subject to the timely payment of accrued interest on the note. The
note's maturity date was subsequently extended to June 3, 2003.

INSURANCE FINANCING

In February 2003,  Resolve financed its current  insurance  premiums of $23,594,
net of a $4,968  down  payment,  with  interest  at the rate of 9.0% per  annum,
payable  in monthly  to  payments  of  approximately  $2,148  per month  through
November 2003.

SUBORDINATED CONVERTIBLE NOTES

The Board of  Directors  authorized  the issue and sale of its 18%  Subordinated
Convertible  Notes  ("Notes")  due  October 1, 2002 in the  aggregate  principal
amount of not more than  $250,000.  The Note  contained an option for Resolve to
extend the maturity date for up to two  successive  three months  periods ending
January  1,  2003 and  April 1,  2003.  The  principal  amount  of the Notes was
convertible  into shares of  Resolve's  $0.0001 par value common stock at $2 per
share.  As of March 31, 2002,  notes were issued in the amount of  $100,000.  On
June 24, 2002, after  negotiations with the note holders,  the $100,000 in notes
were  cancelled in exchange for units,  each  consisting  of one share of common
stock and one purchase warrant at $.04 per unit.

NOTE E - INCOME TAXES

For  financial  statements  purposes,  Resolve  has  an  accumulated  losses  of
$670,044, from its inception through March 31, 2003, which can be used to offset
future income through 2018.


                                       9
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

NOTE E - INCOME TAXES (CONTINUED)

For income tax purposes  Resolve has a net operating loss carryover of $344,154,
which can be used to offset future Federal and state taxable income through 2018
as indicated below

              PERIOD ENDED MARCH 31,                      LOSSES
              ---------------------                       --------
                      2014                               $  1,820
                      2015                                  3,305
                      2016                                 53,817
                      2017                                252,783
                      2018                                 32,429
                                                         --------
                     Total                               $344,154
                                                         ========

The potential tax benefit of these losses and credits is estimated as follows:

                   Future tax benefit                    $ 96,400
                   Valuation allowance                    (96,400)
                                                         --------
                   Future tax benefit                    $     --
                                                         ========

At March 31, 2003 and December 31, 2002,  no deferred tax assets or  liabilities
were recorded in the accompanying financial statements.

NOTE  F -  LOSS PER SHARE

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
4,256,600  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.

For purposes of computation of loss per share, the number of shares  outstanding
have been  retroactively  adjusted to reflect  Resolve's 1 for 30 reverse  stock
split dated May 28, 2002 for all periods presented.

NOTE G -  CASH FLOW SUPPLEMENTAL INFORMATION

Cash paid for  interest  during the three  months  ended March 31, 2003 and 2002
amounted to $-0- and $447 respectively.


                                       10
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

NOTE  H -  NON-CASH TRANSACTIONS

During three months ended March 31, 2003,  the following  non-cash  transactions
were recorded:

          1.   Resolve's  officers  provided  services to the Company  valued at
               $3,000 and donated to the Company.

          2.   Resolve  issued  950,000  shares  of  common  stock  to  Pinnacle
               Corporate   Services,   an  unrelated  entity,  in  exchange  for
               services.  The value of the  shares  was  determined  at $.14 per
               share,  based on the  underlying  valued  of the  services  to be
               provided to Resolve.

          3.   Resolve issued 275,000 shares of common stock to Wanda D. Dearth,
               our CEO, as part of her  compensation  package.  The value of the
               shares was determined at $.14 per share,  based on the underlying
               valued of the services to be provided to Resolve.

NOTE I - RELATED PARTY TRANSACTIONS

During the three month period ended March 31, 2002, Resolve borrowed $8,000 from
Work  Holdings,  LLC, one of its  shareholders  of Resolve.  In  addition,  Work
Holdings,  LLC paid expenses on behalf of the Company totaling $14,096. On March
31, 2002 the total amount of $22,096 was  contribute  to the  Company,  and $284
remains outstanding at March 31, 2003.

During the three months ended March 31, 2002,  Resolve borrowed $26,287 from its
president,  R. Gale Porter, former president of Resolve, of which $4,076 remains
outstanding at March 31, 2003. The debt is not evidenced by promissory note, and
the Company is paying no interest.

During the three  months  ended March 31, 2003,  Resolve  borrowed  $25,500 from
William A. Brown,  executive  vice-president  and major  shareholder of Resolve,
which  remain  outstanding  at March  31,  2003,  along  with a debt of  $67,000
evidenced by a promissory  note due on March 31, 2004, with interest at the rate
of 5% per annum payable quarterly in arrears starting March 31, 2003.

During the three months ended March 31, 2003,  the Company's  officers  provided
services to Resolve valued at $3,000, which were donated to Resolve.

NOTE J - STOCK AND WARRANTS ISSUANCES

On March 30,  2002,  Resolve  issued  3,333 shares of its common stock to Apogee
Business  Consultants,  LLC, in connection with consulting  services provided to
the Company.

On March 30,  2002,  Resolve  issued  248,367  shares of its common stock to the
holders of the 5%  convertible  debentures in exchange for the conversion of the
$7,300 principal amount and the accrued interest to date of $151.

On  February  1, 2003,  Resolve  issued  950,000  shares of its common  stock to
Pinnacle Corporate Services, LLC in exchange for a one-year agreement to provide
consulting services valued at $133,000 to be provided to the Company.

On February 7, 2003, Resolve issued 275,000 shares of its common stock valued at
$38,500 to Wanda D. Dearth,  its Chief  Executive  Officer in connection  with a
compensation agreement for her services.



                                       11
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

NOTE K - 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.  The
Company is in the process of revising the registration statement,  including the
number of shares and warrants  being  registered,  and  responding  to the SEC's
comments.  According to the registration  statement,  3,656,760 shares of common
stock are being  registered and offered  (including  111,500  shares  underlying
convertible  debentures  and 1,750,000  shares  underlying  the  warrants).  The
registration statement has not yet been declared effective.

NOTE L - APPOINTMENT OF CHIEF EXECUTIVE OFFICER AND DIRECTOR

On February 7, 2003, the Board of Directors  appointed  Wanda D. Dearth as Chief
Executive  Officer  and  director  of  Resolve.  Resolve  entered  into a letter
agreement to retain Ms. Dearth as CEO for a term of three years,  with automatic
renewal option, and provides for no compensation until March 30, 2003.

The agreement provides for a $25,000 cash bonus payable no later than August 10,
2003, and monthly cash payments as follows:

                                                         AMOUNT
                                                     ----------------
      April 1 to May 31, 2003                                $ 5,000
      June 1 to August 31, 2003                                7,000
      Beginning September 1, 2003                             10,000

The Board agreed to issued Ms. Dearth a total of 275,000 shares of the Company's
$.0001  par  value  common  stock  from  the  Incentive  Plan  as  part  of  the
compensation  package. Ms. Dearth will be issued 100,000 shares of common stock,
with unconditional  piggyback  registration  rights,  with the remaining 175,000
shares being held in escrow and will vest over the employment term as follows:

                                                          SHARES
                                                      ----------------
      May 10, 2003                                             30,000
      August 10, 2003                                          45,000
      November 10, 2003                                        50,000
      February 10, 2004                                        50,000

Ms.  Dearth and  Resolve  have  agreed  that the value of the shares is $.14 per
share, and is commensurate  with the value of the services to be provided by Ms.
Dearth.  The agreement also provides for the payment of $25,000 if Ms. Dearth is
terminated  in the  first  90  days.  The  Board  agreed  to  proceed  with  the
development of an Employment Agreement embodying the above.

NOTE L - ISSUANCE OF COMMON STOCK FOR CONSULTING SERVICES

On February 1, 2003, the Board of Directors  approved a one-year  agreement with
Pinnacle  Corporate  Services,  LLC  ("Pinnacle")  to  provide  Resolve with the
following  services:  review  and  analyze Resolve's formal and informal product
marketing,  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  advise  and  consult  with Resolve
concerning  management,  products  and  services.  According  to  the agreement,
Resolve  agreed  to  issue  Pinnacle  a total of 950,000 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. Cristino L. Perez approved the
agreement.  The  other  Board  members,  Don  Quarterman  and  William A. Brown,
abstained  from  the  vote,  due  to  a  conflict  of  interest.


                                       12
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2003 AND 2002

NOTE M - ISSUANCE OF COMMON STOCK FOR CONSULTING SERVICES (CONTINUED)

According  to  the  agreement,  Resolve issued Pinnacle 100,000 shares of common
stock  upon  signing  of  the  agreement  on February 1, 2003 with the remaining
850,000 shares being held in escrow and will vest over the term of the agreement
as  follows: 100,000 shares on March 1, 2003; 100,000 shares on April 1, June 1,
August  1,  September  1, and November 1, 2003 and 250,000 shares on February 1,
2004.  Pinnacle and Resolve have agreed that the value of the shares is $.14 per
share,  and  is  commensurate  with  the value of the services to be provided by
Pinnacle.

NOTE N - SUBSEQUENT EVENTS

On  May 14, 2003, Resolve secured a $50,000 line of credit from Mercantile Bank,
payable  on  demand, with interest at the rate of 3% above the Mercantile Bank's
prime  rate (their current rate is 4.25%) per annum payable monthly. The line of
credit is secured by a security interest in all of the assets of the Company and
is  personally  guaranteed  by  William  A.  Brown,  the  Company's  executive
vice-president.  As  of  May 15, 2003, Resolve has not drawn down on the line of
credit,  therefore,  the  full  $50,000  remains  available.


                                       13
<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, 2002.

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,  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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our  significant  accounting  policies are more fully described in Note A to the
financial  statements.  However,  certain  accounting  policies are particularly
important to the  portrayal of the Company's  financial  position and results of
operations  and  require  the   application  of  significant   judgment  by  our
management;  as a result they are subject to an


                                       14
<PAGE>

inherent degree of uncertainty. In applying these policies, Resolve's 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
operations,  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 UNCOLLECTIBLE  ACCOUNTS RECEIVABLE.  We estimate and provide
      an allowance for  uncollectible  accounts 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.


                                       15
<PAGE>

o     LONG-LIVED  ASSETS.  We  depreciate  property and  equipment  and amortize
      patents 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 our  assets  annually  to  ascertain  that  our
      estimate is still valid.  If we determine the useful lives have materially
      changed,  we either  change the useful  life of the assets or we may write
      the asset off  completely  if we  determine  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
      involves   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 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.  To date, we have recorded a valuation  allowance
      for the entire amount of our deferred tax assets due to the uncertainty of
      our ability to utilize them. In the event that actual  results differ from
      these  estimates or we adjust these  estimates in future  periods,  we may
      need to establish or adjust an additional valuation allowance, which could
      materially impact our financial position and results of operations.

RESULTS OF OPERATIONS

COMPARISON OF CONSOLIDATED OPERATIONS FOR THEE THREE MONTHS ENDED MARCH 31, 2003
AND 2002.

     Comparison of consolidated  operations of our Company and Integra Staffing,
Inc., our wholly owned subsidiary are as follows:

     The net loss  decreased from $106,689 for three months ended March 31, 2002
to $32,429 or a 70% decrease  for three  months ended March 31, 2003.  The major
factors  contributing to this decrease are the general business recovery and our
aggressive  marketing  efforts,  and a marked  decrease in legal and  accounting
expenses of $24,426.

     Revenues for three months ended March 31, 2002 compared  to 2003  increased
from $85,540 to $262,247 or a 207% increase,  reflecting an increase in business
recovery and our aggressive marketing efforts. All of our revenues for the three
months  ended March 31, 2003 and 2002 were  generated  entirely  from  providing
workers to our customers.

     For the three months ended March 31, 2003 and 2002 the major  categories of
expenses, as a percent of revenue were as follows:

                                                2003  2002
                                                ----  ----
         Legal & professional                    11%   62%
         Advertising & promotion                  1%    3%
         Salaries & benefits                     16%   57%
         Taxes & licenses                         1%    1%
         Rent & leases                            2%   11%
         Travel & entertainment                   1%    2%
         Administrative expenses                  5%   18%

         Legal & professional  expense decreased from $53,385 in 2002 to $28,960
in 2003 or a 46% decrease,  reflecting  principally (1) a decrease in consulting
expenses of $24,300,  associated with a six-month agreement with Apogee Business
Consultants  engaged to assist our management with (a) the  requirements for the
structure and  documentation of the acquisition of Integra  Staffing,  Inc., (b)
the increased  level of compliance  associated  with the change of control,  (c)
restructuring   our  common  and  preferred   stock,   and  (d)  assistance  and
coordination  with our stock transfer  agent.  The agreement with the consultant
expired in June 2002.


                                       16
<PAGE>
         Advertising  and  promotion  expense  decreased  from $2,648 in 2002 to
$1,811 in 2003,  or a 32%  decrease,  reflecting  a  decreased  level of outside
advertising and promotion,  while relying more and more on direct customer sales
contacts by our sales staff.

         Salaries  and  benefits  decreased  from  $49,125 in 2002 to $41,716 in
2003, or a 15% decrease,  reflecting  the lower  officers'  compensation a lower
level of donated services our CFO and by our current  president  compared to our
former president. General office salaries increased $1,567 due to the employment
of a part time office clerk.

         Rent & leases expense  decreased from $9,327 in 2002 to $4,877 in 2003,
reflecting a lower rental cost of our new  facilities  as well as a reduction of
common area maintenance costs associated with the previous leased offices.

         Travel & entertainment decreased from $2,035 in 2002 to $1,425 in 2003,
reflecting  the  concentrated  effort of our  management  to  control  costs and
expenses.

         Taxes & licenses  increased  slightly  from $1,002 in 2002 to $1,829 in
2003, reflecting additional costs of licensing in Nevada as well as Florida.

         General and  administrative  expenses decreased from $15,111 in 2002 to
$12,859 in 2003 or a 15%  decrease.  Changes in the major  components of general
and administrative  expenses from the three months ended March 31, 2002 to March
31, 2003 were as follows:  a decease in insurance expenses of $3,757; a decrease
in public company expenses of $1,340; an increase in computer support of $1,873;
an increase in printing costs of $849; a decrease in office  expenses of $402; a
decrease in depreciation of $355; and an increase in telephone expenses of $728.


                                       17
<PAGE>

COMMITMENTS

         During May and June 2003,  we obtained  loans from  Barbara  Green,  an
unrelated individual, in the aggregate amount of $40,000 under a promissory note
extended to June 3, 2003,  with  interest at the rate of 12% per annum,  secured
with our accounts receivable.

         On  December  31,  2002 we  converted  $67,000 in loans  obtained  from
William A. Brown, our executive vice-president into an unsecured promissory note
due  March  31,  2004,  with  interest  at the  rate  of 5% per  annum,  payable
quarterly.

         In  February  2003,  we  financed  our  current  insurance  premiums of
$23,594,  after a down  payment of $4,968,  payable  in monthly  installment  of
$2,148 through November 2003, with interest at the rate of 9% per annum.

         In December 2001 we borrowed $11,150 from related  individuals  secured
by a 6% convertible  debenture due June 30, 2003. The debentures are convertible
into shares of our common at $.10 per share through June 30, 2003.

         In addition,  we borrowed funds from Mr. Brown with a remaining balance
of $24,860,  payable on demand.  These loans are not  evidenced  by a promissory
notes and without interest.

         Resolve has a current material  commitment with its landlord.  We lease
approximately 1,056 square feet of office space,  housing our operating offices,
pursuant to a three-year lease expiring June 30, 2005 at $1,106 per month,  plus
applicable  Florida  sales  tax.  We have an  option  to renew the lease for two
successive  terms under the same terms and  conditions  as the  original  lease.
These lease payment  amounts are included in the table below,  under the heading
"operating leases."

         The  following   table  presents  a  summary  of  the  our  contractual
obligations and other commercial commitments as of March 31, 2003.

<TABLE>
<CAPTION>

                                                                        PAYMENTS DUE BY PERIOD
                                                             LESS THAN           1 TO 3           4 TO 5             AFTER
                                             TOTAL             1 YEAR            YEARS             YEARS            5 YEARS
<S>                                          <C>              <C>                <C>              <C>                <C>
Note  payable to Barbara Green                    40,000           40,000                 0                0                  0
Note payable to William A. Brown                  67,000           67,000                 0                0                  0
Notes payable - Insurance  financing              17,181           17,181                 0                0                  0
Debenture payable                                 11,150           11,150                 0                0                  0
Related parties loans                             24,860           24,860                 0                0                  0
Operating leases                                  33,180           13,272            19,908                0                  0
Total contractual cash obligations               193,371          173,463            19,908                0                  0
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

FOR THE THREE MONTHS ENDED MARCH 31, 2003

         For the three  months  ended  March 31,  2003 we incurred a net loss of
$32,429. Of this loss, $32,708, consisting of depreciation ($1,124) and services
donated by our officers  ($3,000),  as well as  expensing of prepaid  consulting
expenses  ($22,167)  and  prepaid  salary  for our CEO  ($6,417),  both of which
resulted from the issuance of our common stock, and did not represent the use of
cash.  Increases in accounts  receivable,  prepaid and other expenses,  and bank
overdraft,  offset by increases in accounts payable,  payroll, salary, and other
accruals brought the total cash used in operations to $23,485.


                                       18
<PAGE>

         During the three months ended March 31, 2003, we borrowed  $20,500 from
William A. Brown, our executive vice-president and major shareholder.  This debt
is not evidenced by a promissory notes and carries no interest.

         Our average  monthly  revenue for each of the four quarters of 2002 was
$28,500,  $33,200,  $39,500, and $54,500,  respectively,  and has increased to a
monthly average of $88,300 for the first quarter of 2003.  Although we have seen
our average monthly  revenues and business  activity  increase in recent months,
evidenced by our flexible staffing employees increasing from 42 during the three
months ended  September 2002 to 108 during the three months ended March 2003, we
expect to continue to incur  losses for the  foreseeable  future.  We expect our
operating expenses to increase significantly in the near future as we attempt to
build our brand and expand  our  customer  base.  We hope our  expenses  will be
funded from  operations  and  short-term  loans from  officer,  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,

PROSPECTIVELY

         We have  decided to upgrade our  computer  system at a cost of $12,018,
which will be completed  during early June 2003. The cost of the upgrade will be
payable 25% down and the remainder at $350 per month without interest. We intend
to fund this cost from operations.

         The  liquidity  needs  of the  Company  for the  remainder  of 2003 are
expected to increase mostly from the Company's operating  activities and in part
from capital  expenditures for computer equipment.  As of March 31, 2003, we had
$6,396 with which to satisfy our future cash requirements.

         We anticipate a refund of overpaid  workers  insurance of approximately
$65,000 for the policy  period ended  February 22,  2003.  We have  provided the
required  documentation  to  our  insurance  carrier,  who  have  now  completed
insurance policy audit, and are awaiting receipt of our refund.

         Additionally, on May 14, 2003, we secured a $50,000 line of credit from
Mercantile Bank,  payable  on  demand,  with  interest  at  the rate of 3% above
Mercantile  Bank's  prime  rate  (their  current prime rate is 4.25%) per annum,
payable  monthly.  The  line of credit is secured by security interest in all of
the  assets of the Company and is personally guaranteed by William A. Brown, our
executive  vice-president. As of May 15, 2003 we have not drawn down on the line
of  credit,  therefore,  the  full  $50,000  remains  available  to  us.

         At May 15,  2003,  the Company had no other  material  commitments  for
capital expenditures.

ITEM 3.  CONTROLS AND PROCEDURES

Within the 90 days prior to the date of this report,  an evaluation  was carried
out  under  the  supervision  and  with  the   participation  of  the  Resolve's
management,  including its Chief Executive Officer and Chief Financial  Officer,
of the  effectiveness  of the design and operation of the  Company's  disclosure
controls and  procedures  pursuant to Exchange Act Rule 13a-14.  Based upon that
evaluation,  the Chief Executive  Officer and Chief Financial  Officer concluded
that our disclosure  controls and  procedures  are effective in timely  alerting
them to material information relating to the Company (including its consolidated
subsidiaries)  required to be included in the  Company's  periodic  SEC filings.
There were no significant  changes in our internal  controls or in other factors
that could  significantly  affect these controls subsequent to the date of their
evaluation.


                                       19
<PAGE>

                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities

         In February  2003,pursuant to an employment agreement,  we agreed issue
to Ms. Dearth,  our chief executive  officer,  275,000  restricted shares of the
Company's $.0001 par value common stock. Ms. Dearth and Resolve have agreed that
the value of the shares is $.14 per share. We believe such issuance was pursuant
to Section 4(2) of the Securities Act.

         On February 1, 2003, we issued 100,000 shares of our restricted  common
stock to Pinnacle Corporate Services,  LLC pursuant to our consulting  agreement
with them.  The shares were issued  pursuant to Section  4(2) of the  Securities
Act.

         On March 1, 2003, we issued  100,000  shares of our  restricted  common
stock to Pinnacle Corporate Services,  LLC pursuant to our consulting  agreement
with them.  The shares were issued  pursuant to Section  4(2) of the  Securities
Act.

         On April 1, 2003, we issued  100,000  shares of our  restricted  common
stock to Pinnacle Corporate Services,  LLC pursuant to our consulting  agreement
with them.  The shares were issued  pursuant to Section  4(2) of the  Securities
Act.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit 99.1      Certification by Wanda D. Dearth, 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 99.2      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

                  None.


                                       20
<PAGE>

                                   SIGNATURES

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

                                      RESOLVE STAFFING, INC.

Dated:  June 24, 2003                 /s/ Wanda D. Dearth
                                      ----------------------------------------
                                      By: Wanda D. Dearth

                                      Chief Executive Officer (principal
                                      executive officer, director)

                                      /s/ Donald E. Quarterman, Jr.
Dated:  June 24, 2003                 ----------------------------------------
                                      By: Donald E. Quarterman, Jr.
                                      President, Director

                                      /s/ Cristino L. Perez
Dated:  June 24, 2003                 ----------------------------------------
                                      By:  Cristino L. Perez
                                      Chief Financial Officer (principal
                                      financial & accounting officer, director)


                                       21
<PAGE>

CERTIFICATIONS

I, Wanda D. Dearth, Chief Executive Officer, certify that:

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

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

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


4.    The  registrant's  other  certifying  officers and I are  responsible  for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange  Act Rules 13a-14 and 15d-14) for the  registrant  and
      have:

      a.    designed  such  disclosure  controls and  procedures  to ensure that
            material  information  relating  to the  registrant,  including  its
            consolidated  subsidiaries,  is made  known to us by  others  within
            those  entities,  particularly  during  the  period  in  which  this
            quarterly report is being prepared;

      b.    evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c.    presented  in  this  quarterly  report  our  conclusions  about  the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed,  based on
      our most recent  evaluation,  to the  registrant's  auditors and the audit
      committee of  registrant's  board of directors (or persons  performing the
      equivalent functions):

      a.    all significant  deficiencies in the design or operation of internal
            controls which could adversely  affect the  registrant's  ability to
            record,  process,  summarize  and  report  financial  data  and have
            identified for the registrant's  auditors any material weaknesses in
            internal controls; and

      b.    any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal controls; and

6.    The registrant's  other  certifying  officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other  factors  that could  significantly  affect  internal
      controls  subsequent to the date of our most recent evaluation,  including
      any  corrective  actions  with  regard  to  significant  deficiencies  and
      material weaknesses.


June 24, 2003

/s/ Wanda D. Dearth
-----------------------------
Name: Wanda D. Dearth
Title: Chief Executive Officer


                                       22
<PAGE>

I, Cristino L. Perez, Chief Financial Officer, certify that:

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

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

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

4.    The  registrant's  other  certifying  officers and I are  responsible  for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange  Act Rules 13a-14 and 15d-14) for the  registrant  and
      have:

      a.    designed  such  disclosure  controls and  procedures  to ensure that
            material  information  relating  to the  registrant,  including  its
            consolidated  subsidiaries,  is made  known to us by  others  within
            those  entities,  particularly  during  the  period  in  which  this
            quarterly report is being prepared;

      b.    evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c.    presented  in  this  quarterly  report  our  conclusions  about  the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed,  based on
      our most recent  evaluation,  to the  registrant's  auditors and the audit
      committee of  registrant's  board of directors (or persons  performing the
      equivalent functions):

      a.    all significant  deficiencies in the design or operation of internal
            controls which could adversely  affect the  registrant's  ability to
            record,  process,  summarize  and  report  financial  data  and have
            identified for the registrant's  auditors any material weaknesses in
            internal controls; and

      b.    any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal controls; and

6.    The registrant's  other  certifying  officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other  factors  that could  significantly  affect  internal
      controls  subsequent to the date of our most recent evaluation,  including
      any  corrective  actions  with  regard  to  significant  deficiencies  and
      material weaknesses.


June 24, 2003
/s/ Cristino L. Perez
------------------------------
Name: Cristino L. Perez
Title: Chief Financial Officer


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