UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
                10-Q/A




[X]
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT
      OF 1934




For
      the
      Quarterly Period Ended March 31, 2007





or





[
      ]
      TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934






Commission
      File Number 000-29485




**RESOLVE
      STAFFING, INC.**




(Exact
      name of registrant as specified in its charter)





Nevada
            
            33-0850639(State
                or other jurisdiction of incorporation or organization)
            
            (IRS
                Employer Identification No.)3235
                Omni Drive
              Cincinnati,
                OH 45245
              www.resolvestaffing.com(Address
                of principal executive offices and internet site)(800)
                894-4250(Registrant’s
                telephone number, including area code)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 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
                [ ]




Indicate
      by check mark whether the registrant is a large accelerated filer, accelerated
      filer, or non-accelerated filer (as defined in Rule 12b-2 of the Exchange
      Act).




Large
                accelerated filer [ ]
            Accelerated
                filer [ ]
            Non-accelerated
                filer [X]




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).




Yes
                [ ]
            
            No
                [X]




Number
      of
      shares outstanding of each of the issuer’s classes of common stock, as of the
      latest practicable date: As of November 14, 2007, 19,428,511 shares of commons
      tock, par value $.0001 were outstanding.


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          -
          1


**RESOLVE
      STAFFING, INC.**




**TABLE
      OF CONTENTS**




PagePart
                I - Financial InformationItem
                1. Unaudited Consolidated financial StatementsConsolidated
                Balance Sheets - March 31, 2007 and December 31, 2006
            3Consolidated
                Statements of Operations - Three Months Ended March 31, 2007 and
                2006
            4Consolidated
                Statements of Cash Flows - Three Months Ended March 31, 2007 and
                2006
            5Notes
                to Unaudited Interim Consolidated Financial Statements
            6Item
                2. Management's Discussion and Analysis of Financial Condition and
                Results
                of Operations
            24Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            32Item
                4. Controls and Procedures
            32Part
                II - Other InformationItem
                1. Legal Proceedings
            33Item
                1A. Risk Factors
            33Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            33Item
                3. Default Upon Senior Securities
            34Item
                4. Submission of Matters to a Vote of Security Holders
            34Item
                5. Other Information
            34Item
                6. Exhibits
            34Signatures
            35Exhibit
                Index
            36






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          -
          2


**ITEM
      1. FINANCIAL STATEMENTS**




**RESOLVE
                STAFFING, INC.****CONSOLIDATED
                BALANCE SHEETS****MARCH
                31, 2007 AND DECEMBER 31, 2006****ASSETS**
            **2007**
            **2006****Current
                assets:**Cash
            $
                -
            $
                -Accounts
                receivable - trade, net
            15,249,258
            18,155,656Prepaid
                expenses
            782,242
            1,158,640Worker’s
                compensation insurance refunds receivable
            -
            147,350Total
                current assets
            16,031,500
            19,641,646**Property
                and equipment, net**
            1,457,595
            1,343,773**Advances
                and notes receivable - related parties**
            450,850
            681,237**Other
                assets:**Worker’s
                compensation insurance deposits
            1,449,536
            1,319,931Other
                assets
            554,556
            393,456Goodwill
            32,189,025
            29,724,511Covenants
                not to compete
            260,053
            432,632Total
                other assets
            34,453,170
            31,870,530Total
                assets
            $52,393,115
            $53,357,186**LIABILITIES
                AND STOCKHOLDERS’ EQUITY****Current
                liabilities:**Bank
                overdraft
            $3,325,566
            $1,255,405Accounts
                payable and accrued liabilities
            2,844,816
            7,253,878Accrued
                salaries and payroll taxes
            7,796,960
            6,323,928Accrued
                workers' compensation insurance
            1,827,647
            2,239,400Lines
                of credit
            16,314,817
            15,702,621Current
                portion of long-term debt
            4,789,401
            6,604,003Notes
                payable - related party
            91,500
            91,500Workers'
                compensation insurance policy reserves
            1,938,449
            1,636,313Total
                current liabilities
            38,929,156
            41,107,048**Long
                term liabilities:**Long
                term debt, less current portion
            10,407,799
            9,660,709**Stockholders’
                equity:**Common
                stock, $0.0001 par value; 50,000,000 shares authorized, issued and
                outstanding March 31, 2007: 19,428,511 shares; December 31, 2006:
                18,642,740 shares
            1,943
            1,864Paid-in
                capital
            7,146,002
            6,408,581Accumulated
                deficit
            (4,091,785)
            (3,821,016)Total
                stockholders’ equity
            3,056,160
            2,589,429Total
                liabilities and stockholders’ equity
            $52,393,115
            $53,357,186See
                accompanying notes to consolidated financial
                statements.







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          -
          3







**RESOLVE
                STAFFING, INC.****CONSOLIDATED
                STATEMENTS OF OPERATIONS****THREE
                MONTHS ENDED MARCH 31, 2007 AND 2006****2007**
            **2006**Revenues
            $61,861,760
            $
                17,404,578Cost
                of revenues
            54,418,623
            14,184,002Gross
                profit
            7,443,137
            3,220,576Operating
                expenses
            7,113,666
            3,564,928Income
                (loss) from operations
            329,471
            (344,352)Other
                expense:Interest
                expense
            (600,240)
            (151,838)Other
                expenses, net
            (600,240)
            (151,838)Net
                loss
            $(270,769)
            $(496,190)Net
                loss per share basic and diluted
            $(0.01)
            $(0,03)Weighted
                average number of shares used in loss per share
                Computation:Basic
                and diluted
            19,526,514
            15,263,345See
                accompanying notes to consolidated financial
                statements.












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          -
          4







**RESOLVE
                STAFFING, INC. AND SUBSIDIARIES****CONSOLIDATED
                STATEMENTS OF CASH FLOWS****FOR
                THE THREE MONTHS ENDED MARCH 31, 2007 AND 2006****2007**
            **2006****Cash
                Flows From Operating Activities:**Net
                loss
            $(270,769)
            $(496,190)Adjustments
                to reconcile net loss to net cash flows used in operating
                activities:Depreciation
            106,743
            42,032Change
                in allowance for doubtful accounts
            56,908
            38,524Amortization
                of non-compete agreements
            172,579
            51,212Stock-based
                compensation
            -
            119,749Changes
                in operating assets and liabilities:Accounts
                receivable-trade
            2,849,490
            (2,479,558)Workers’
                compensation insurance policy refunds
            147,350
            -Prepaid
                and other assets
            215,301
            (384,892)Accounts
                payable and accrued liabilities
            (4,654,753)
            590,065Accounts
                payable to related parties
            1,473,032
            (825,921)Accrued
                salaries and payroll taxes
            (411,753)
            399,680Workers’
                compensation insurance
            (129,605)
            -Workers’
                compensation insurance policy reserves
            302,136
            -Total
                adjustments
            127,428
            (2,449,109)Net
                cash flows used in operating activities
            (143,341)
            (2,945,299)**Cash
                Flows From Investing Activities:**Purchases
                of property and equipment
            (195,565)
            (118,997)Collections
                from related parties
            230,387
            -Net
                cash flows provided by (used in) investing activities
            34,822
            (118,997)**Cash
                Flows From Financing Activities:**Bank
                overdraft****
            2,070,161
            591,902Net
                borrowings (paydowns) on lines of credit
            612,196
            (91,927)Repayments
                of notes payable
            (2,573,838)
            (2,204,795)Proceeds
                from notes payable
            -
            5,135,350Proceeds
                from loans payable - related party
            -
            (366,234)Net
                cash provided by financing activities
            105,819
            3,064,296**Net
                Increase (Decrease) in Cash**
            -
            -**Cash,
                Beginning of the Period**
            -
            -**Cash,
                End of the Period**
            $
                -
            $-See
                accompanying notes to consolidated financial
                statements.












Page
          -
          5


**RESOLVE
      STAFFING, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**


**FOR
      THE THREE MONTHS ENDED MARCH 31, 2007**





The
      accompanying unaudited consolidated financial statements have been prepared
      in
      accordance with the instructions to Form 10-Q and, therefore, do not include
      all
      footnotes as would be necessary for a fair presentation of financial position,
      results of operations and changes in cash flows in conformity with accounting
      principles generally accepted in the United States of America. However, these
      interim financial statements reflect all adjustments (consisting of normal
      recurring adjustments and accruals) which, in the opinion of the management,
      are
      necessary for a fair presentation of the results for the interim periods
      presented. These unaudited consolidated financial statements have been prepared
      in accordance with accounting principles generally accepted in the United States
      of America on a basis consistent with, and should be read in conjunction with,
      the Company’s audited financial statements and for the year ended December 31,
      2006, as amended and the notes thereto included in the Company’s annual Form
      10-K/A for the year ended December 31, 2006, as amended.





**NOTE
      A -** **NATURE
      OF OPERATIONS, LIQUIDITY AND MANAGEMENT’S PLANS, AND SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES**




Resolve
      Staffing, Inc., (“Resolve” or the “Company”) was organized under the laws of the
      State of Nevada on April 9, 1998. The Company is a national provider of
      outsourced human resource services with over 78 offices reaching from California
      to New York. The Company provides a full range of supplemental staffing and
      outsourced solutions, including solutions for temporary, temporary-to-hire,
      or
      direct hire staffing in the clerical, office administration, customer service,
      professional and light industrial categories.





Through
      the acquisition of the group of companies known as Employee Leasing Services,
      Inc. (“ELS”), the Company is also a professional employer organization (“PEO”)
      providing a variety of personnel management services, including human resources,
      payroll, employer payroll taxes and benefits administration as well as health
      and workers’ compensation insurance programs. Services are provided to a
      diversified group of customers throughout the United States. As of March 31,
      2007, the Company served approximately 560 clients located in 43 states with
      approximately 10,000 active PEO client employees and approximately 4,000
      temporary staffing employees.





Approximately
      55% of PEO revenues are derived from clients within the state of Ohio. The
      Company’s PEO operations are headquartered in Cincinnati, Ohio with its main
      processing center located in Shelby Township, Michigan.




On
      October 1, 2006, Resolve Staffing, Inc., entered into an equity purchase
      agreement (“Agreement”), to purchase Employee Leasing Services, Inc. (“ELS”)
      (the “Combination”), a privately-held group of Companies known as ELS located in
      Cincinnati, Ohio. The Company’s Chief Executive Officer and Director, Ronald
      Heineman, is a principal shareholder, officer and director of ELS. Pursuant
      to
      the equity purchase agreement, Resolve acquired the ownership interest in the
      group of companies which comprised ELS.




In
      connection with the Combination on October 1, 2006, the Company was ultimately
      determined to be the accounting acquirer in the Combination and the transaction
      was accounted for as a forward merger under the purchase method of accounting
      for business combinations in accordance with accounting principles generally
      accepted in the United States of America. This determination was reached after
      initially determining that ELS was the accounting acquirer, but after comments
      from and consultations with the accounting Staff at the U.S. Securities and
      Exchange Commission (“Commission”), the Company modified the accounting
      treatment of the Combination giving rise to the filing of its annual report
      on
      Form 10-K/A for the year ended December 31, 2006 and the filing of amended
      reports on Forms 10-Q/A for the periods ended March 31, 2007 and June 30, 2007.





Organization,
      Basis of Presentation and Principles of Consolidation





The
      consolidated financial statements for the period ended March 31, 2007 include
      the financial statements of Resolve, ELS and its subsidiaries. All inter-company
      and inter-affiliate balances and transactions have been eliminated.





In
      accordance with the accounting treatment described above, the historical
      financial statements for the three months ended March 31, 2006, prior to the
      Combination reflect those of Resolve that were filed with the Securities and
      Exchange Commission (the “SEC”) on May 15, 2006, in the Quarterly Report on Form
      10-QSB.





Page
          -
          6


**NOTE
      A -** **NATURE
      OF OPERATIONS, LIQUIDITY AND MANAGEMENT’S PLANS, AND SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES (CONTINUED)**





Nature
      of Business





The
      Company provides its PEO services by entering into a co-employment relationship
      with its clients, under which the Company and its clients each take
      responsibility for certain portions of the employer-employee relationship.
      The
      Company and its clients designate each party’s responsibilities through its
      client services agreements, under which the Company becomes the employer of
      its
      worksite employees for most administrative and regulatory purposes. As a
      co-employer of its worksite employees, the Company assumes most of the rights
      and obligations associated with being an employer. The Company enters into
      an
      employment agreement with each worksite employee, thereby maintaining a variety
      of employer rights, including the right to hire or terminate employees, the
      right to evaluate employee qualifications or performance and the right to
      establish employee compensation levels. Typically, the Company only exercises
      these rights in consultation with its clients or when necessary to ensure
      regulatory compliance. The responsibilities associated with the Company’s role
      as employer include the following obligations with regard to its worksite
      employees: (1) to compensate its worksite employees through wages and salaries,
      (2) to pay the employer portion of payroll-related taxes, (3) to withhold and
      remit (where applicable) the employee portion of payroll-related taxes, (4)
      to
      provide employee benefit programs, and (5) to provide workers’ compensation
      insurance coverage.





In
      addition to its assumption of employer status for its worksite employees, the
      Company’s services also include other human resource functions for its
      clients.





The
      Company plans to continue to grow the business through the acquisition of
      private companies in the staffing industry that would provide types of staffing
      and/or related services with which the Company is familiar. The Company may
      seek
      private staffing companies for acquisitions or strategic alliances both in and
      out of its current markets. By acquiring existing staffing companies the Company
      believes it will enable it to:





·
            recruit
                well-trained, high-quality professionals;·
            expand
                its service offerings;·
            gain
                additional industry expertise;·
            broaden
                its client base; and·
            expand
                its geographic presence.




During
      the three months ended March 31, 2007, Resolve Staffing, Inc., entered into
      purchase agreements (“Agreements”), to acquire all of the assets and/or
      ownership of two separate privately-held entities owned and operated by
      unrelated parties located in Ohio and California. Pursuant to the acquisition
      agreements, Resolve acquired a total of 4 temporary employee staffing locations
      from the newly acquired entities.





Acquisition
      of Entity from Related Party





In
      connection with the Combination on October 1, 2006, the Company was ultimately
      determined to be the accounting acquirer in the Combination and the transaction
      was accounted for as an acquisition under the purchase method of accounting
      for
      business combinations in accordance with accounting principles generally
      accepted in the United States of America. This determination was reached after
      initially determining that ELS was the accounting acquirer, but after comments
      from and consultations with the accounting Staff at the Commission, the Company
      modified the accounting treatment of the Combination giving rise to the filing
      of amended reports on Form 10-K/A for the year ended December 31, 2006 and
      on
      Forms 10-Q/A for the periods ended March 31, 2007 and June 30, 2007.





In
      conjunction with the Combination, the Company issued 1,486,685 shares of
      restricted common stock valued at $2,601,699 and a note payable in the amount
      of
      $11,977,641 (originally $18,641,498, See Notes C and G) in exchange for 100%
      of
      the ownership of ELS. In accordance with the accounting for an acquisition,
      the
      fair value of the assets and liabilities assumed, on the date of acquisition
      were deemed to be those of ELS (the acquired entity) and were as
      follows:





Accounts
                Receivable
            $
                465,423Prepaid
                and Other Assets
            181,560Property
                and Equipment
            454,123Goodwill
            14,898,181Related
                Party Receivable
            6,996,214Deposits
                and Other Assets
            389,996Accounts
                Payable and Accrued Liabilities
            (5,761,842)Bank
                overdraft
            (1,894,315)Notes
                Payable
            (1,150,000)Total
            $14,579,340





**NOTE
      A -** **NATURE
      OF OPERATIONS, LIQUIDITY AND MANAGEMENT’S PLANS, AND SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES (CONTINUED)**





Acquisition
      of Entities from Unrelated Parties





During
      the three months ended March 31, 2007, Resolve Staffing, Inc. entered into
      purchase agreements (“Agreements”), to acquire certain of the assets and/or
      ownership of two privately-held entities owned and operated by unrelated
      parties. Pursuant to the acquisition agreements, Resolve acquired the temporary
      employee staffing locations from the newly acquired entities.





Resolve
      agreed to a total purchase price for the acquisition from two unrelated parties
      of $2,137,500. The Company issued notes payable, common stock and accrued
      contingent expenses in exchange for the net assets acquired and liabilities
      assumed of the above acquired entities as described below. The following table
      summarizes the estimated fair value of the assets acquired on the date of
      acquisition:





Choice
                Staff
            Velocity
            TotalProperty
                and Equipment
            $15,000
            $10,000
            $25,000Goodwill
            1,197,180
            830,330
            2,027,510Accounts
                payable
            (25,000)
            -
            (25,000)Notes
                payable
            (729,680)
            (560,330)
            (1,290,010)Net
                Assets Acquired:
            $457,500
            $280,000
            $737,500





The
      financial results of these acquired entities are included in the consolidated
      financial statements from the date of acquisition.





In
      conjunction with the acquisitions from the unrelated parties during the three
      months ended March 31, 2007, approximately $2,027,500 has been assigned to
      goodwill. All of the goodwill is expected to be deductible for tax
      purposes.





In
      conjunction with the previous purchase agreements described in Note J, the
      Company capitalized additionally approximately $437,000 in goodwill during
      the
      three months ended March 31, 2007.


.


Use
      of
      Estimates





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.





The
      Company provides for workers' compensation, health care insurance and
      unemployment taxes related to its employees. A deterioration in claims
      experience could result in increased costs to the Company in the future. The
      Company records an estimate of any existing liabilities under these programs
      at
      each balance sheet date. The Company's future costs could also increase if
      there
      are any material changes in government regulations related to employment law
      or
      employee benefits.





Principles
      of Consolidation





The
      consolidated financial statements for the three months ended March 31, 2007
      and
      2006 include the accounts of the Company and its subsidiaries. All significant
      inter-company accounts and transactions have been eliminated in preparing the
      accompanying consolidated financial statements.





Revenue
      Recognition





The
      Company recognizes PEO revenues when each periodic payroll is delivered to
      the
      client. Revenues are reported in accordance with the requirements of FASB
      Emerging Issues Task Force Issue No. 99-19, *“Reporting
      Revenues Gross as a Principal Versus Net as an Agent.”* (EITF
      99-19). Consistent with its revenue recognition policy, the Company’s net PEO
      revenues and cost of PEO revenues do not include the payroll cost of its
      worksite employees. Instead, PEO revenues and cost of PEO revenues are comprised
      of all other costs related to its worksite employees, such as payroll taxes,
      employee benefit plan premiums and workers’ compensation insurance. Payroll
      taxes consist of the employer’s portion of Social Security and Medicare taxes,
      federal unemployment taxes and state unemployment taxes. PEO revenues also
      include professional service fees, which are primarily computed as a percentage
      of client payroll or on a per check basis.


Page
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          7


Staffing
      and managed service revenue and the related labor costs and payroll are recorded
      in the period in which services are performed. The Company follows EITF 99-19,
      in the presentation of staffing and managed service 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.





**NOTE
      A -** **NATURE
      OF OPERATIONS, LIQUIDITY AND MANAGEMENT’S PLANS, AND SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES (CONTINUED)**





Stock
      Based Employee Compensation





The
      Company adopted SFAS 123(R) to account for its stock-based compensation
      beginning January 1, 2006. Previously, the Company elected to account for its
      stock-based compensation plans under 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”). During the three months ended March 31, 2007, the
      Company did not grant any stock options which would require a calculation as
      prescribed by SFAS 123(R).





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





Accounts
      Receivable





The
      PEO
      segment does not typically extend credit to its customers. In certain
      situations, however, credit is extended on a secured basis. Accounts receivable
      are carried at original invoice amount less an estimate made for doubtful
      receivables. Management determines the allowance for doubtful accounts by
      regularly evaluating individual customer receivables and considering a
      customer’s financial condition, credit history, and current economic conditions.
      Accounts receivable are written off when deemed uncollectible. Recoveries of
      accounts receivable previously written off are recorded when
      received.





Resolve's
      trade accounts receivable result from the sale of its services to customers,
      and
      customers consist primarily of private companies. Resolve uses the allowance
      method to account for uncollectible accounts. Bad debt expense for the three
      months ended March 31, 2007 and 2006 was $56,908 and $38,524, respectively. The
      nature of the company’s business changed from a strictly staffing organization
      to a combined staffing and PEO organization, resulting in a significant year
      over year change. The Company’s policy for determining when receivables are past
      due is 31 days after original invoice date. The Company’s policy for charging
      off uncollectible accounts receivable requires approval of the Chief Operating
      Officer, after reviewing Corporate Credit recommendation in consultation with
      the Resolve Corporate Finance Group and the specific branch involved,
      determining that the debt has little, if any chance, of being collected. An
      allowance for doubtful accounts in the amounts of $529,336 and $135,510 was
      recorded at March 31, 2007 and 2006, respectively.





Concentration
      of Credit Risk





Financial
      instruments, which potentially expose Resolve to concentrations of credit risk
      consist principally of trade accounts receivable.





Resolve's
      trade accounts receivable result from the sale of its services to customers,
      and
      customers consist primarily of private companies. In order to minimize the
      risk
      of loss from these private companies, credit limits, ongoing credit evaluation
      of its customers, and account monitoring procedures are utilized. Collateral
      is
      not generally required. Management analyzes historical bad debt, customer
      concentrations, customer credit-worthiness, current economic trends, and changes
      in customer payment tendencies, when evaluating the allowance for doubtful
      accounts. As of March 31, 2007, no customer accounted for 10% or more of gross
      accounts receivable and no customer accounted for 10% or more of the net
      revenues for the three months ended March 31, 2007.





The
      Company is obligated to pay the salaries, wages, related benefit costs, and
      payroll taxes of worksite employees. Accordingly, the Company's ability to
      collect amounts due from customers could be affected by economic fluctuations
      in
      its markets or these industries.





Financial
      Instruments





Resolve
      estimates that the fair value of all financial instruments at March 31, 2007
      and
      2006 do not differ materially from the aggregate carrying value of its financial
      instruments recorded in the accompanying consolidated balance
      sheets.





Liquidity
      and Management’s Plans





As
      reflected in the accompanying consolidated financial statements, the Company
      has
      a net working capital deficit of $22,897,656 and stockholders’ equity of
      $3,056,160, as of March 31, 2007. During 2007, the Company incurred losses
      and
      has been dependent upon the financial support of stockholders, management and
      other related parties.


Page
          -
          8





For
      the
      three months ended March 31, 2007 the Company incurred a net loss of $270,769.
      Of this loss, $336,230 did not represent the use of cash. Non-cash expenditures
      consisted of depreciation of $106,743, increase in allowance for doubtful
      accounts of $56,908, and amortization of non-compete agreements of $172,579.
      Changes in accounts receivable, prepaid and other assets, along with increases
      in accounts payable, payroll, salary, and other accruals brought the total
      cash
      used in operations to $143,341. Additionally the Company used $195,565 to
      purchase computer equipment, software and office equipment during the three
      months ended March 31, 2007.





**NOTE
      A -** **NATURE
      OF OPERATIONS, LIQUIDITY AND MANAGEMENT’S PLANS, AND SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES (CONTINUED)**





Management
      has successfully obtained additional financial resources, which the Company
      believes will support operations. These financial resources include financing
      from both related and non-related third parties, are discussed in the
      accompanying footnotes to the financial statements. There can be no assurance
      that management will be successful in continuing operations without additional
      financing efforts. The financial statements do not reflect any adjustments
      that
      may arise as a result of this uncertainty.





Property
      and Equipment





Property
      and equipment are stated at cost. The cost of significant additions and
      betterments is capitalized; maintenance and repairs are charged to expense
      as
      incurred. Depreciation is provided on property and equipment using both
      straight-line and accelerated methods over the estimated useful lives of the
      respective assets as follows:




Office
      equipment 5 - 7  years


Computer
      hardware and software 3 - 5  years


Leasehold
      improvements lesser of estimated life or term of leases


Vehicles
      3  years





When
      property and equipment are retired or otherwise disposed, the cost and related
      accumulated depreciation are removed and any resulting gain or loss is reflected
      in the statement of income for the period.





Advertising
      Costs





Advertising
      costs, except for costs associated with direct-response advertising, are charged
      to operations when incurred. The costs of direct-response advertising are
      capitalized and amortized over the period during which future benefits are
      expected to be received. Resolve did not have direct-response advertising costs
      during the three months ended March 31, 2007 and 2006. Total advertising costs
      for the three months ended March 31, 2007 and 2006 were $197,981 and $203,308,
      respectively.





Income
      Tax





The
      Company determines an estimated annual effective income tax rate and this rate
      is updated at the end of each interim period. This rate is used to calculate
      the
      provision for income taxes on income from normal, recurring operations on a
      year-to-date basis. The tax effect of certain significant, unusual or
      extraordinary items is not taken into account in calculating the estimated
      annual effective income tax rate, but is taken into account entirely in the
      interim period when such items occur.





In
      June 2006, the FASB issued Interpretation No. 48, or FIN 48,
“Accounting for Uncertainty in Income Taxes”. The Company adopted the provisions
      of FIN 48 on January 1, 2007. Under FIN 48, the Company recognizes the tax
      benefit from an uncertain tax position only if it is more likely than not that
      the tax position will be sustained on examination by the taxing authorities,
      based on the technical merits of the position. For additional information
      regarding the adoption of FIN 48, see Note K, Income Taxes.





Income
      (Loss) Per Share





Net
      income (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 for the three month periods ended March 31,
      2007 and 2006 excluded 2,000,000 and 843,820, respectively, common stock
      equivalents, representing warrants, since the effect of including them would
      be
      anti-dilutive.


.





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          -
          9


**NOTE
      A -** **NATURE
      OF OPERATIONS, LIQUIDITY AND MANAGEMENT’S PLANS, AND SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES (CONTINEUD)**





Recent
      Accounting Pronouncements





In
      February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
      Financial Instruments" ("SFAS 155"), which amends SFAS No. 133, "Accounting
      for
      Derivative Instruments and Hedging Activities" ("SFAS 133") and SFAS No. 140,
      "Accounting for Transfers and Servicing of Financial Assets and Extinguishments
      of Liabilities" ("SFAS 140"). SFAS 155 simplifies the accounting for certain
      derivatives embedded in other financial instruments by allowing them to be
      accounted for as a whole if the holder elects to account for the whole
      instrument on a fair value basis. SFAS 155 also clarifies and amends certain
      other provisions of SFAS 133 and SFAS 140. SFAS 155 is effective for all
      financial instruments acquired, issued or subject to a remeasurement event
      occurring in fiscal years beginning after September 15, 2006. The Company
      adopted SFAS 155 on January 1, 2007 which does not have a material effect on
      the
      Company’s consolidated financial statements.




In
      June
      2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty
      in
      Income Taxes" ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in
      income taxes recognized in the Company’s financial statements in accordance with
      FASB Statement No. 109, "Accounting for Income Taxes". The provisions of FIN
      48
      are effective for the Company’s fiscal year beginning January 1, 2007. The
      Company believes that the adoption will not have a material effect on its
      consolidated financial statements.




In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS
      157”). SFAS 157 defines fair value, establishes a framework for measuring fair
      value in GAAP, and expands disclosures about fair value measurements. SFAS
      157
      is effective for financial statements issued for fiscal years beginning after
      November 15, 2007, and interim periods within those fiscal years. The
      Company will be required to adopt SFAS 157 in the first quarter of 2008. The
      Company’s management is currently evaluating the requirements of SFAS 157 and
      has not yet determined the impact on its consolidated financial statements.




In
      September 2006, the Securities and Exchange Commission Staff issued Staff
      Accounting Bulletin No. 108, “Considering the Effects of Prior Year
      Misstatements when Quantifying Misstatements in the Current Year Financial
      Statements” (“SAB No. 108”). SAB No. 108 requires the use of two alternative
      approaches in quantitatively evaluating materiality of misstatements. If the
      misstatement as quantified under either approach is material to the current
      year
      financial statements, the misstatement must be corrected. If the effect of
      correcting the prior year misstatements, if any, in the current year income
      statement is material, the prior year financial statements should be corrected.
      In the year of adoption (fiscal years ending after November 15, 2006, or
      calendar year 2006 for the Company), the misstatements may be corrected as
      an
      accounting change by adjusting opening retained earnings rather than including
      the adjustment in the current year statement of operations. Upon completing
      its
      evaluation of the requirements of SAB No. 108, the Company determined it did
      not
      affect its consolidated financial statements.





Reportable
      Segments





As
      of the
      date of Combination, the Company operates in two reportable segments under
      Statement of Financial Accounting Standards Board (FASB) Statement No. 131,
      “ *Disclosure
      about Segments of Enterprise and Related Information* .”





Presented
      below is the reconciliation of segment information to the consolidated statement
      of operations for the three months ended March 31, 2007:





Total
            Staffing
            PEORevenue
            $61,861,760
            $47,876,859
            $13,984,901Cost
                of revenues
            54,418,623
            42,258,209
            12,160,414Gross
                profit
            7,443,137
            5,618,650
            1,824,487Operating
                expenses
            7,113,666
            5,215,067
            1,898,599Income
                (loss) from operations
            329,471
            403,583
            (74,112)Interest
                expense
            (600,240)
            (538,077)
            (62,163)Net
                loss
            $(270,769)
            $(134,494)
            $(136,275)





Workers’
      Compensation Insurance





Worksite
      employees in the state of Ohio are part of the state sponsored workers’
compensation insurance program. Accruals for Ohio workers’ compensation expense
      are recorded based on actual rates provided by the state.




Page
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          10


**NOTE
      A -** **NATURE
      OF OPERATIONS, LIQUIDITY AND MANAGEMENT’S PLANS, AND SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES (CONTINUED)**





The
      Company maintains high deductible workers’ compensation coverage for most other
      work site employees in states other than Ohio. Accruals for high deductible
      workers’ compensation expense are made based upon the Company’s claims
      experience and analysis by the Company’s third party administrator, utilizing
      the Company’s historic loss information. As such, a majority of the Company’s
      recorded expense for workers’ compensation is management’s best estimate.
      Management believes that the amount accrued is adequate to cover all known
      and
      unreported claims at each balance sheet date. However, if the actual costs
      of
      such claims and related expenses exceed the amount estimated, additional
      reserves may be required, which could have a material negative effect on
      operating results.





Goodwill





The
      Company has acquired businesses from related and unrelated parties since 2005.
      The acquisitions were accounted for using the purchase method of accounting
      in
      accordance with FASB Statement No. 141, *Business
      Combinations* .
      The
      cost in excess of net assets purchased was recorded as an asset (entitled
“Goodwill”). The Company does not amortize the goodwill balance, but reviews
      annually (or more frequently if impairment indicators arise) for impairment
      under a two-step impairment test in accordance with FASB Statement No. 142, *Accounting
      for Goodwill and Other Intangible Assets* .
      The
      first step is to compare the carrying amount of the reporting unit’s assets to
      the fair value of the reporting unit. If the carrying amount exceeds the fair
      value, then the second step is required to be completed, which involves the
      fair
      value of the reporting unit being allocated to each asset and liability with
      the
      excess being implied goodwill. The impairment loss is the amount by which the
      recorded goodwill exceeds the implied goodwill. No impairment loss was
      recognized for the three months ended March 31, 2007 and 2006.





Health
      Benefits





Claims
      incurred under health benefit plans are expensed as incurred according to the
      terms of the contract. Liability reserves are established for the benefit claims
      reported but not yet paid and claims that have been incurred but not yet
      reported.





**NOTE
      B - PROPERTY AND EQUIPMENT, NET**





Property
      and equipment as of March 31, 2007 and December 31, 2006 is summarized as
      follows:





2007
            
            2006Office
                equipment
            $1,195,713
            
            $746,832Computer
                hardware and software
            602,529
            
            872,230Leasehold
                improvements
            302,964
            
            260,307Vehicles
            24,618
            
            8,139Total
                property and equipment
            2,125,824
            
            1,887,508Less,
                accumulated depreciation
            (668,229)
            
            (543,735)Net
                property and equipment
            $1,457,595
            
            $1,343,773





Depreciation
      expense for the three months ended March 31, 2007 and 2006 was $106,743 and
      $42,032, respectively.





**NOTE
      C - RELATED PARTY TRANSACTIONS**




Note
      Payable





On
      December 8, 2003, ELS entered into a non-interest bearing short-term credit
      agreement with Resolve Staffing, Inc. that provides for borrowings up to
      $200,000. At that time Ronald Heineman was the Chief Executive Officer and
      Director of both companies. The underlying promissory note is secured by 400,000
      shares of common stock that were released to an escrow agent, but not issued
      for
      accounting or reporting purposes. Balances due under the credit agreement were
      originally due May 8, 2004.





During
      March 2006, the agreement was amended to allow unlimited maximum borrowings
      with
      a maturity date of September 30, 2007. The note bears interest at 3 percent
      per
      annum and is payable monthly As of March 31, 2007 and December 31, 2006, amounts
      owed were eliminated on consolidation.





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          11


**NOTE
      C - RELATED PARTY TRANSACTIONS (CONTINUED)**





Note
      payable to related party relates to borrowings of $91,500 from William Brown,
      a
      director and a principal shareholder. The underlying note bears interest at
      5%
      and was due on June 30, 2004. The Company has a verbal agreement to extend
      the
      maturity date on a month-to-month basis.





Notes
      payable to related parties of $18,641,498 were issued in conjunction with the
      Combination. On May 1, 2007, the holders of these notes and the Company agreed
      to amend the original notes and reduce the amounts by $6,663,857. The
      outstanding amount of these notes, after the reduction, as of March 31, 2007
      is
      $9,193,340. See Notes A and G.





Loan
      Guarantees





The
      lines
      of credit described in Note G below are secured by substantially all assets
      of
      the Company and guaranteed by Ron Heineman, with second mortgage guarantees
      by
      Restaurant Management Group, LLC and W.H. 2, LLC (“WH2”). Prior to the
      Combination, the lines of credit with ELS were also guaranteed by the Company.
      Resolve has two lines of credit providing maximum borrowings of $17,150,000
      and
      $12,000,000 with a bank that were guaranteed by ELS, Inc. Borrowings under
      the
      Company’s lines of credit were $9,584,459 and $5,900,860, respectively, at March
      31, 2007 and $11,735,029 and $2,906,471, respectively at December 31, 2006.





Related
      Party Lease





The
      Company leases its Cincinnati facility from WH2, a limited liability company
      owned by stockholders of the company under an operating lease expiring during
      September 30, 2011. Rent expense under this lease was $32,400, and $-, for
      the
      three months ended March 31, 2007 and 2006. Future minimum annual rentals under
      this operating lease are presented in Note H.





Advances
      Receivable





Advances
      receivable from related parties at March 31, 2007 and December 31, 2006 were
      $450,850 and $681,237, respectively.




**NOTE
      D - WORKERS’ COMPENSATION INSURANCE**




The
      Company maintains a high deductible insurance policy with respect to workers’
compensation coverage for its worksite employees who are not employed in the
      State of Ohio. The Company had provided a total of $1,938,449 and $1,636,313
      at
      March 31, 2007 and December 31, 2006, respectively, as the estimated liability
      for unsettled workers’ compensation claims. The estimated liability for
      unsettled workers’ compensation claims represents management’s best estimate,
      which includes, in part, an evaluation of information provided by the Company’s
      third-party administrators for workers’ compensation claims to estimate the
      total future costs of all claims, including potential future adverse loss
      development. Included in this claim liability are case reserve estimates for
      reported losses, plus additional amounts based on projections for incurred
      but
      not reported claims, anticipated increases in case reserve estimates and
      additional claim related administration expenses. These estimates are
      continually reviewed and adjustments to liabilities are reflected in current
      operating results as they become known. The Company believes that the difference
      between amounts recorded for its estimated liabilities and the possible range
      of
      costs to settle related claims is not material to results of operations;
      nevertheless, it is reasonably possible that adjustments required in future
      periods may be material to the results of operations.





During
      2007 and 2006, the Company’s primary high deductible workers’ compensation
      insurance policy was provided by Providence Property and Casualty Insurance
      Company of Frisco, Texas. Under this policy, the Company’s deductible in most
      cases equals $500,000 per occurrence and covers most of its worksite employees
      who are not employed in the state of Ohio (except California which are not
      covered under the policy.) The Company regularly evaluates the financial
      capacity of its insurers to assess the recoverability of any potential insurance
      receivables.





In
      2007
      and 2006, staffing employees are covered by a AIG retro workers compensation
      plan with a $250,000 deductible per occurrence for those employees not employed
      in the State of Ohio.








Page
          -
          12


**NOTE
      E - INTANGIBLE ASSETS**





The
      Company’s intangible assets are comprised of goodwill and covenants not to
      compete arising from acquisitions. Goodwill will be assessed for impairment
      annually by management. The Company’s covenants not to compete have contractual
      lives principally ranging from one to two years and are being amortized over
      the
      period of benefit.





Intangibles
      consist of the following at:





March
                31,2007
            December
                31,2006Covenants
                not to compete
            
            $
                613,547
            $
                613,547Less
                amortization
            
            (353,494)
            (180,915)$
                260,053
            432,632Goodwill
            
            $32,189,025
            $29,724,511





**NOTE
      F - EMPLOYEE BENEFIT PLAN**





The
      Company and many of its clients’ employees participate in a multi-employer
      401(k) retirement savings and plan covering substantially all employees who
      have
      completed one year of service and are at least 21 years of age. Participants
      may
      defer up to 50% of their annual base compensation up to the limits prescribed
      by
      the Internal Revenue Code (IRC).




The
      Company and its clients are required to match employee contributions at the
      rate
      of $1.00 for every $1.00 contributed by the employee, up to a maximum of 3%
      and
      $.50 for every $1.00 contributed for the next 2% of the employee’s base
      compensation in accordance with the IRC safe harbor rules. The Company and
      its
      clients may also make discretionary matching and profit sharing contributions
      to
      the plan. The Company and its clients may also make discretionary matching
      and
      profit sharing contributions to the plan. The staffing operation does not have
      a
      match at this time.




Total
      Company contributions and plan expenses paid by the Company were $23,608 and
$-
      for the three months ended March 31, 2007 and 2006, respectively.





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          13


**NOTE
      G - LONG TERM DEBT AND LINES OF CREDIT**





Notes
      payable and lines of credit as of March 31, 2007 and December 31, 2006 are
      as
      follows:





2007
            
            2006Working
                capital line of credit to one bank, interest payable monthly at 7.75%
                per
                annum, maturing December 31, 2007, maximum of $12,000,000 in borrowings.
                Borrowings are not to exceed 80% of accounts receivable.
            
            $9,584,459
            
            $11,735,029Over-line
                facility line of credit to one bank, interest payable monthly at
                11.25%
                per annum, maturing December 31, 2007, maximum of
                $17,150,000.
            
            5,900,860
            
            2,906,471Revolving
                line of credit with a financial institution that provides for maximum
                borrowings of $1,700,000 through November 2007. Borrowings are not
                to
                exceed 85% of accounts receivable. Interest accrues at 9.25% per
                annum.
            
            759,695
            
            986,956Line
                of credit with a bank that provides for maximum borrowings of $100,000.
                Interest accrues at the bank's prime rate of 9.25% per annum. Maturity
                date is on demand.
            
            69,804
            
            74,165Note
                payable to a bank, interest payable monthly at a rate of 6.6% per
                annum,
                maturing September 1, 2009.
            
            270,836
            
            303,746Note
                payable to a financial institution, interest payable at annual percentage
                rate of 8.25% per annum. Monthly payments of $47,049 through July
                2007.
            
            196,930
            
            351,910Notes
                payable to two individuals for the Combination, interest payable
                at 5% per
                annum. Note principal and interest payments are due the first day
                of each
                month through December 31, 2017, however, no interest shall be accrued
                until January 1, 2008. See notes A and C.
            
            9,193,340
            
            10,280,343Note
                payable to individual for the stock purchase of Power Personnel.
                The note
                will be paid in monthly installments of $125,637 through October
                2008.
                Interest is payable at 5.3% per annum.
            
            2,242,184
            
            2,555,931Two
                notes payable to financial institutions due June 2007 and November
                2007.
                Interest accruing between 3.5% and 9.25% per annum.
            
            37,002
            
            37,866Notes
                payable to various individuals for the acquisition of various staffing
                entities during 2005, 2006 and 2007. Notes are due at varying dates
                through December 2009 with monthly payment amounts ranging from $5,833
                to
                $34,891. These notes bear no interest and accordingly management
                has
                imputed interest at 7.25% per annum. Shown net of discount of
                $148,433.
            
            3,256,907
            
            2,734,916Note
                payable to an individual accruing interest at 5% to 12% per annum,
                maturity date is being extended verbally on a month to month basis.
            
            91,500
            
            91,500Total
                long term debt and lines of credit
            
            31,603,517
            
            32,058,833Current
                portion of long term debt and lines of credit
            
            (21,195,718)
            
            (22,398,124)Long
                term portion of long term debt and lines of credit
            
            $10,407,799
            
            $9,660,709





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          14


**NOTE
      G - LONG TERM DEBT AND LINES OF CREDIT (CONTINUED)**





See
      Note
      C—Related Party Balances and Transactions, for information about the Credit
      Agreement with Ron Heineman.





See
      Note
      C - Related Party Balances and Transactions, for information about the Note
      Payable to William Brown.





Maturities
      of long term debt and lines of credit are as follows:





Year
                ending December 31,2007
            
            $21,195,7182008
            
            3,185,2302009
            
            1,378,3382010
            
            1,183,7822011
            
            1,183,782Thereafter
            
            3,476,667$31,603,517





**NOTE
      H - OPERATING LEASES**




The
      Company rents various office spaces for each of its locations across the United
      States, under lease terms ranging from month-to-month expiring September, 2011.
      Monthly payments due under these leases range from $210 to $4,970. The Company
      has the option to renew various leases under the same terms and conditions
      as
      the original leases and anticipates exercising certain of these
      options.  The
      Company also leases various office and computer equipment under operating leases
      that require quarterly payments between $3,641 and $4,988 through March 2007.
      The Company also leases office space from a related party at $4,100 a month
      through July 2009. This lease was amended and renewed on October 1, 2006 to
      $10,800 a month through September 30, 2011.




Future
      minimum annual rentals under all operating lease agreements are as
      follows:





Year
                Ended December 31,
            Total
            Related
                Party
            Other2007
            $
                1,035,826
            $
                129,600
            $
                906,2262008
            767,854
            129,600
            638,2542009
            518,270
            129,600
            388,6702010
            296,224
            129,600
            166,6242011
            118,969
            108,000
            10,969$
                2,737,143
            $
                626,400
            $
                2,110,743





Total
      rent expense for all operating leases was $420,476 and $83,547 for the three
      months ended March 31, 2007 and 2006 respectively.








Page
          -
          15


**NOTE
      I - MAJOR VENDOR**





Workers’
      compensation paid to the State of Ohio Bureau of Workers’ Compensation
      constitute approximate 60% of workers’ compensation insurance cost of revenues
      for the PEO segment. This is considered a major vendor relationship. Because
      the
      State of Ohio is a monopolistic state with regard to workers’ compensation
      insurance, there are no alternative sources for workers’ compensation insurance
      within the state. The Company believes that, by nature of rules afforded PEOs
      within the state, the risk from this relationship is primarily related to rates.
      The standard client agreement provides that the Company may, at its discretion,
      adjust the amount billed to clients to reflect changes in the Company’s direct
      costs. Also, the Company maintains the ability to remove clients from their
      policy and, due to having PEO status, the removal of the client from the policy
      will remove that client’s claims history from the Company policy. Any such rate
      changes or removals require a 30 day notice to the client. Regardless of the
      Company’s assertion, there is no assurance that the Company will be able to
      successfully pass through rate increases or successfully manage claims in the
      future.





**NOTE
      J - COMMITMENTS AND CONTINGENCIES**





The
      Company is a defendant in various lawsuits and claims arising in the normal
      course of business. Management believes it has valid defenses in these cases
      and
      is defending them vigorously. While the results of litigation cannot be
      predicted with certainty, management believes the final outcome of such
      litigation will not have a material adverse effect on the Company’s financial
      position or results of operations.





The
      Company maintains letters of credit of approximately $4,375,000 at March 31,
      2007 to secure workers’ compensation policies in lieu of providing deposits.
      There were no draws on the letters of credit for the three months ended March
      31, 2007.




In
      accordance with the high deductible workers’ compensation policy, the Company is
      required to purchase $490,000 of the insurance company’s non-voting stock during
      the year ended December 31, 2007.





The
      Company is in receipt of a Determination and Assessment from the State of
      Michigan, Department of Labor & Economic Growth, Unemployment Insurance
      Agency seeking payment of amounts totaling $9,505,212. The Company and legal
      counsel believe that this assessment is baseless and without merit and intends
      to contest this assessment vigorously. As of March 31, 2007, no amount is
      accrued in the Company’s financial statements as the matter is deemed groundless
      and outside the authority of the Agency.





The
      Company is in receipt of letters of assessment from the State of Ohio sales
      tax
      auditors making an assessment on employee leasing or co-employment sales of
      $44,092,764. As of November 7, 2007, this amount is $52,711,437, including
      penalties and interest. The Company conducts its business through written
      contracts of at least one year, and claims exemption from the sales tax
      auditor’s position. The Company continues to work with the sales tax auditors to
      have this matter dismissed. As of March 31, 2007, no amount is accrued in the
      Company’s consolidated financial statements as the Company and legal counsel
      believe this assessment is groundless.





The
      Company has received assessments from the Internal Revenue Service ("IRS")
      in a
      combined amount of approximately $884,000. As of March 31, 2007 no amount has
      been accrued in the Company's consolidated financial statements as the Company's
      management believes all required documentation will be provided to the IRS
      and
      expects the assessments to be fully abated.





As
      of
      March 31, 2007 the Company is in receipt of a notice from the United States
      Department of Labor asserting various violations of ERISA relating to the ELS
      group health plan. The Company is attempting to address the alleged violations
      and does not believe this matter will have a material impact on the accompanying
      consolidated financial statements.





On
      May
      17, 2007, the Company’s primary lender, Fifth Third Bank (“Bank”), issued a
      default notice for the defaults that occurred and continue with respect to
      our
      senior credit facility with the Bank, repayment of the Overline Loan and the
      timely repayment of overdrafts in the Company’s deposit accounts, among other
      defaults. Subsequent to March 31, 2007 the Company has entered into a
      Forbearance Agreement through December 31, 2007.





The
      Company continued to negotiate and has recently finalized the terms of a
      Forbearance Agreement and financing with the Bank. Effective September 28,
      2007,
      the Company and the Bank entered into a Forbearance and Reaffirmation Agreement
      (“Agreement”) with the Bank. During September 2007, the Company and the Bank
      entered into a Forebearance and Reaffirmation Agreement whereby the Bank agreed
      to forbear from exercising its rights and remedies against the Company and
      the
      Subsidiaries with respect to the defaults existing as of September 28, 2007
      until the earlier to occur of (i) December 31, 2007 or (ii) the occurrence
      of a
“Forbearance Default”. The parties to the Agreement other than the Bank include
      the Company and all subsidiaries of the Company, as well as Ron Heineman, chief
      exectuve officer of the Company, who signed the Agreement as guarantor. The
      Agreement was entered into for the purpose of reaffirming various credit terms
      in the Company’s Credit Agreement with the Bank, remedying the default status of
      the Credit Agreement and supplementing the Credit Agreement between the Company
      and the Bank. With the Agreement in place, the senior debt structure will be
      slightly modified including the combination of the Working Capital and
      Overline


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          16


Revolver
      into one loan. Borrowings under the Agreement will be formula-based with a
      maximum loan of $27.7 million. The Term Loan and Letter of Credit facilities
      will stay in place and not be modified.





Pursuant
      to the terms of the Agreement, among other conditions, the Company has retained
      a Chief Restructuring Officer, pursue an investment banking process to raise
      capital or otherwise pursue a sale transaction, and maintain financial advisors
      to assist the Company in these circumstances. The Company retained Conway,
      McKenzie & Dunleavy, financial advisors, as the Company’s Chief
      Restructuring Officer.





Depending
      on certain goals and performances being met, Resolve has the following off
      balance sheet arrangements in which Resolve is obligated to pay the previous
      owners of the following entities certain contingent amounts, which are the
      result of the various acquisitions. If additional amounts are paid these amounts
      will be recorded as additional goodwill when paid.





·
            The
                Arnold Group - Based on sales targets, the prior owners may receive
                contingent performance payments not to exceed $125,000 through May
                31,
                2007.


·
            Taylor
                Personnel Services, Inc. - Based on sales targets, the prior owners
                may
                receive contingent performance payments not to exceed $80,000 through
                May
                31, 2007.


·
            QRD
                International, Inc. dba Delta Staffing - Based on gross profit targets,
                the prior owners may receive contingent performance payments of up
                to
                approximately $75,000 through September 11,
                2007.


·
            Midwest
                Staffing, Inc. - Based on pre-tax profit targets, the prior owners
                may
                receive contingent performance payments not to exceed $75,000 through
                September 27, 2007.


·
            Project
                Solvers, Inc. - Based on pre-tax profit targets, the prior owners
                may
                receive contingent performance payments not to exceed $200,000 through
                October 25, 2008.


·
            Pro
                Care Medical Staffing, LLC. - Based on pre-tax targets the prior
                owners
                may receive contingent performance payments not to exceed $ 650,000
                in
                total through November 9, 2007.


·
            Big
                Sky Travel Nurses, Inc. - Based on pre- tax profit targets, the prior
                owners may receive contingent performance payments of up to approximately
                $15,000 through November 27,
                2007.


Page
          -
          17


**NOTE
      J - COMMITMENTS AND CONTINGENCIES (CONTINUED)**





·
            Assisted
                Staffing, Inc. - Based on pre- tax profit targets, the prior owners
                may
                receive contingent performance payments of up to approximately $25,000
                through December 10, 2007.


·
            Driver’s
                Plus, Inc. - Based on pre- tax profit targets, the prior owners may
                receive contingent performance payments of up to approximately $10,000
                through December 26, 2007.


·
            Ready
                Nurse, LLC. - Based on pre- tax profit targets, the prior owners
                may
                receive contingent performance payments of up to approximately $10,000
                through March 5, 2008.


·
            KFT,
                Inc. dba Power Personnel - Based on pre- tax profit targets the prior
                owners may receive contingent performance payments of up to approximately
                $ 50,000 through October 10, 2008 and October, 10
                2009.


·
            Steadystaff,
                LLC - January 1, 2007 to December 31, 2007 and January 1, 2008 to
                December
                31, 2008, based on pre-tax profit targets the prior owners may receive
                contingent performance payouts up to approximately $10,000 per
                year.





Employee
      Agreements





The
      employment agreement with Mr. Heineman dated October 1, 2006, (for a 5 year
      term) sets forth the terms of his continued employment with the Company as
      chief
      executive officer and provides for, among other matters: a base salary, bonuses
      based on the achievement of specific goals as determined by the agreement and
      a
      severance package as specified in the agreement. During May 2007, the term
      of
      this agreement was extended to seven years.





During
      May 2007, our former chief financial officer, Scott Horne, resigned from that
      position, but remains as an employee with the Company as vice-president of
      franchise development. Mr. Horne’s written employment agreement in his prior
      capacity with the Company is no longer in effect. On an interim basis, and
      during the Company’s search for a new chief financial officer, Mr. Heineman, our
      chief executive officer, is also serving as the Company’s chief financial
      officer.








The
      employment agreement with Mr. Roux dated October 1, 2006, (for a 3 year term)
      sets forth the terms of his continued employment with the Company and provides
      for, among other matters: a base salary, bonuses based on the achievement of
      specific goals as determined by the agreement and a severance package as
      specified in the agreement.





**NOTE
      K - INCOME TAXES**





The
      Company’s current estimated annual effective income tax rate that has been
      applied to normal, recurring operations for the three-months ended
      March 31, 2007 is 0%.





As
      a
      result of the adoption of FIN 48, the company has not recorded any change to
      retained earnings. At January 1, 2007 the Company had no unrecognized tax
      benefits that, if recognized, would favorably affect the Company's effective
      income tax rate in future periods. At March 31, 2007, the Company had no
      unrecognized tax benefits. The Company's practice is to recognize interest
      and/or penalties related to income tax matters in income tax expense. The
      Company had no accrued interest or penalties at January 1, 2007 and no accrued
      interest or penalties at March 31, 2007.





The
      tax
      years 2003 through 2006 remain open to examination by some or all of the major
      taxing jurisdictions to which we are subject.





The
      company expects no material changes in its unrecognized tax benefits for tax
      positions taken within the next twelve months.





Page
          -
          18


**NOTE
      L - CASH FLOW SUPPLEMENTAL INFORMATION**





Cash
      paid
      for interest during the three months ended March 31, 2007 and 2006 amounted
      to
      $556,711 and $151,838, respectively.





Non-cash
      investing and financing activities:





During
      the three months period ended March 31, 2007, the following non-cash
      transactions were recorded:





Acquisition
      of Entities from Unrelated Parties





During
      the three months period ended March 31, 2007, Resolve Staffing, Inc., entered
      into purchase agreements (“Agreements”), to acquire all of the assets and/or
      ownership of two privately-held entities owned and operated by unrelated
      parties. Pursuant to the acquisition agreements, Resolve acquired the temporary
      employee staffing locations from the newly acquired entities.





Resolve
      issued notes payable, issued common stock and accrued contingent expenses in
      the
      amount of $2,137,500 in exchange for the assets and liabilities of the above
      staffing entities as described below. The following table summarizes the
      estimated fair value, of the assets acquired and liabilities assumed, on the
      date of acquisition:





Choice
                Staff
            Velocity
            TotalProperty
                and Equipment
            $15,000
            $10,000
            $25,000Goodwill
            1,197,180
            830,330
            2,027,510Accounts
                payable
            (25,000)
            -
            (25,000)Notes
                payable
            (729,680)
            (560,330)
            (1,290,010)Net
                Assets Acquired:
            $457,500
            $280,000
            $737,500





During
      the quarter ended March 31, 2006, the Company issued a note receivable to a
      consultant in the amount of $6,000,000 for the purchase of 4,000,000 shares
      of
      the Company’s common stock.





During
      the quarter ended March 2006 the Company acquired all of the assets and
      ownership of 2 unrelated entities. In conjunction with these transactions
      Resolve issued notes payable in the amount of $150,000 and accrued $49,460
      of
      contingent expenses in exchange for 100% of the ownership interest in 2 entities
      with 2 staffing locations. The fair value of the assets and liabilities assumed,
      on the date of acquisition were as follows:





Property
                and equipment
            $10,000Goodwill
            189,460Total
            $199,460








**NOTE
      M - STOCKHOLDERS’ EQUITY**





Issuance
      of Common Stock





During
      the three months ended March 31, 2007 the Company issued 250,000 shares of
      common stock for acquisitions. The shares issued for acquisitions have been
      valued at approximately $737,500 and have been recorded as an increase in paid
      in capital.




On
      January 20, 2007 certain individuals converted outstanding warrants into shares
      of common stock. A total of 714,360 warrants were converted into 535,770 shares
      of common stock. The conversion was a cashless conversion.





On
      January 26, 2007 the Board of Directors elected to purchase 129,460 warrants
      (with a strike price of $.75) for an aggregate of $6,473 pursuant to the warrant
      agreement.





Common
      Stock Warrants





As
      of
      March 31, 2007 there were 2,000,000 warrants outstanding. The warrants were
      issued on October 1, 2006 had an exercise price of $2.00 (1 million warrants)
      and $3.00 (1 million warrants). By subsequent modifications to the warrant
      agreements, the Company and all purchasers of the common stock purchase warrants
      sold to private placement investors on October 1, 2006, were adjusted. The
      adjusted common stock purchase warrants now have an exercise price of $1.25
      and
      $1.75, respectively and are exercisable for a term that expires September 30,
      2009.





Equity
      Incentive Plan


Page
          -
          19





During
      the year ended December 31, 2001, Resolve adopted a 2001 Equity Incentive Plan
      ("Incentive Plan") for the benefit of key employees (including officers and
      employee directors) and consultants of Resolve and its affiliates. The Incentive
      Plan is intended to provide those persons who have substantial responsibility
      for the management and growth of Resolve with additional incentives and an
      opportunity to obtain or increase their proprietary interest in Resolve,
      encouraging them to continue in the employ of Resolve.





On
      May
      28, 2002, Resolve's 2001 Stock Incentive Plan was amended to restore the number
      of shares which may be issued under the plan to 600,000 and to permit the
      issuance of unrestricted shares. No shares have been issued under this
      plan.





**NOTE
      N - SUBSEQUENT EVENT**





Mr.
      Scott
      Horne resigned as chief financial officer of Resolve Staffing, Inc. by letter
      dated May 17, 2007. Mr. Horne will remain with the Company as VP of Franchise
      Development. There were no disputes between the Company and Mr. Horne. The
      Company intends to appoint another individual as chief financial officer in
      the
      near future.





**NOTE
      O - PROFORMA INFORMATION**





The
      consolidated financial statements as of and for the three months ended March
      31,
      2007 are presented in accordance with accounting principles generally accepted
      in the United States of America (GAAP), which requires that the financial
      results of acquired entities are included in the consolidated financial
      statements from the date of acquisition. As a result, the consolidated statement
      of operations does not include the activity of the acquired companies for the
      period from January 1 to the date of acquisition. Below is the pro forma
      information for the significant acquisitions entered into during 2006 by the
      Company, on October 1, 2006, and the acquisition of Power KFT, on October 11
      2006.





Presented
      below is the unaudited pro forma condensed combined consolidated statement
      of
      operations for the three months ended March 31, 2006 as if the acquisition
      by
      the Company and Power KTF had been completed January 1, 2006.





**Actual**
            **ELS**
            **Power
                KTF**
            **Pro-forma
                adjustments**
            **Pro-forma**Revenues
            $
                17,404,578
            $
                12,624,972
            $
                2,098,227
            (a)(18,423)
            32,109,354Cost
                of revenues
            14,184,002
            9,803,836
            1,708,259
            (a)(18,423)
            25,677,674Gross
                profit
            3,220,576
            2,821,136
            389,968
            -
            6,431,680Operating
                expenses
            3,564,928
            1,824,157
            448,495
            -
            5,837,580Income
                (Loss) From Operations
            (344,352)
            996,979
            (58,527)
            -
            594,100Interest
                expense (income)
            151,838
            (14,456)
            36,414
            (b),175,995
            349,791Net
                (Loss) Income
            $(496,190)
            $1,011,435
            $(94,941)
            $(175,995)
            $244,309





Pro-forma
                earnings per share information for the three months ended March 31,
                2006:Basic
                weighted average shares outstanding:
            
            
            18,011,712Pro
                forma basic net loss per common share:
            
            
            $0.01




**NOTES
      TO THE UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF
      OPERATIONS**





a)
            Elimination
                of Management Fees allocated to Resolve by ELS Inc. for the period
                January
                1, 2006 through March 31, 2006.a)
            Interest
                expense related to Bill Walton and Ron Heineman notes payable issued
                for
                the ELS/Resolve combination. Interest computed as if the notes were
                issued
                January 1, 2006.








Page
          -
          20


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





The
      financial information set forth in the following discussion should be read
      in
      conjunction with the Company's audited 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.





*Overview*





Resolve
      Staffing focuses on meeting our clients' flexible human resource outsourcing
      needs, targeting opportunities in a fragmented; growing market that we believe
      has been under-served by large, full-service staffing and PEO companies.
      Significant benefits to clients include providing the ability to outsource
      the
      recruiting and many logistical aspects of their human resource needs, as well
      as
      converting the fixed cost of employees to the variable cost of outsourced
      services. A summary of our Payroll Administration Services and Aggregation
      of
      Statutory and Non-Statutory Employee Benefits Services are as
      follows:





·
            Professional
                Employer Organization - In a PEO arrangement, we enter into a contract
                to
                become a co-employer of the client's existing workforce and assume
                responsibility for some or all of the client's human resource management
                responsibilities.·
            Payroll
                Administration Services - We assume responsibility for our employees
                for
                payroll and attendant record-keeping, payroll tax deposits, payroll
                tax
                reporting, and all federal, state, payroll tax reports (including
                941s,
                940s, W-2s, W-3s, W-4s and W-5s), state unemployment taxes, employee
                file
                maintenance, unemployment claims and monitoring and responding to
                changing
                regulatory requirements.·
            Aggregation
                of Statutory and Non-Statutory Employee Benefits Services - We provide
                workers' compensation and unemployment insurance to our service employees.
                Workers' compensation is a state-mandated comprehensive insurance
                program
                that requires employers to fund medical expenses, lost wages, and
                other
                costs that result from work related injuries and illnesses, regardless
                of
                fault and without any co-payment by the employee. Unemployment insurance
                is an insurance tax imposed by both federal and state governments.
                Our
                human resources and claims administration departments monitor and
                review
                workers' compensation for loss control
                purposes.





We
      are
      the employer of record with respect to flexible staffing services and assume
      responsibility for most employment regulations, including compliance with
      workers' compensation and state unemployment laws. As part of our basic services
      in the flexible staffing market, we conduct a human resources needs analysis
      for
      clients and client employees. Such analysis includes reviewing work schedules
      and productivity data, in addition to recruiting, interviewing, and qualifying
      candidates for available positions. Based on the results of that review, we
      recommend basic and additional services that the client should
      implement.





We
      provide certain other services to our flexible industrial staffing clients
      on a
      fee-for-service basis. These services include screening, recruiting, training,
      workforce deployment, loss prevention and safety training, pre-employment
      testing and assessment, background searches, compensation program design,
      customized personnel management reports, job profiling, description,
      application, turnover tracking and analysis, drug testing policy administration,
      affirmative action plans, opinion surveys and follow-up analysis, exit
      interviews and follow-up analysis, and management development skills
      workshops.





The
      focus
      of our temporary staffing service is to provide short and long term employees
      as
      well as temp to hire employees to financially secured employers. The average
      employee will work a 40 hour work week for a client and will work for an average
      of 2 employers per month. It is estimated an employee will work an average
      of 14
      days per month. Our service specializes in a variety of staffing fields
      including medical, truck driver, clerical, and light industrial staffing with
      the largest percentage in the clerical and light industrial fields. Each
      applicant is thoroughly interviewed tested and screened to meet the requirements
      of our customers. For long term and temp to hire positions a large percentage
      of
      our customers will interview our candidates and then select the one they believe
      to be best suited for the position.





We
      provide Human Resource Outsourcing (HRO) services, comprised of staffing
      services and PEO services. We generate staffing services revenues primarily
      from
      short-term staffing, contract staffing, on-site management and direct placement
      services. Our PEO service fees are generated from contractual agreements with
      our PEO clients under which we become a co-employer of our client’s workforce
      with responsibility for some or all of the client’s human resource functions. We
      recognize revenues from our staffing services for all amounts invoiced,
      including direct payroll, employer payroll-related taxes, workers’ compensation
      coverage and a service fee (equivalent to a mark-up percentage). PEO service
      fee
      revenues are recognized on a net basis in accordance with Emerging Issues Task
      Force No. 99-19, “ *Reporting
      Revenues Gross as a Principal Versus Net as an Agent* ”
(“EITF
      No. 99-19”). As such, our PEO service fee revenues represent the gross
      margin generated from our PEO services after deducting the amounts invoiced
      to
      PEO customers for direct payroll expenses such as salaries, wages, health
      insurance and employee out-of-pocket expenses incurred incidental to employment.
      These amounts are also excluded from cost of revenues. PEO service fees also
      include amounts invoiced to our clients for employer payroll-related taxes
      and
      workers’ compensation coverage.


Page
          -
          21





Our
      cost
      of revenues is comprised of direct payroll costs for staffing services, employer
      payroll-related taxes and employee benefits and workers’ compensation. Direct
      payroll costs represent the gross payroll earned by staffing services employees
      based on salary or hourly wages. Payroll taxes and employee benefits consist
      of
      the employer’s portion of Social Security and Medicare taxes, federal
      unemployment taxes, state unemployment taxes and staffing services employee
      reimbursements for materials, supplies and other expenses, which are paid by
      the
      customer. Workers’ compensation expense consists primarily of the costs
      associated with our self-insured workers’ compensation program, such as claims
      reserves, claims administration fees, legal fees, state administrative agency
      fees and excess insurance costs for catastrophic injuries. We also maintain
      separate workers’ compensation insurance policies for employees working in
      states where we are not self-insured.





The
      largest portion of workers’ compensation expense is the cost of workplace injury
      claims. When an injury occurs and is reported to us, our respective independent
      insurer analyzes the details of the injury and develops a case reserve, which
      is
      the insurer’s estimate of the cost of the claim based on similar injuries and
      their professional judgment. We then record or accrue an expense and a
      corresponding liability based upon our estimate of the ultimate claim cost.
      As
      cash payments are made by our insurer against specific case reserves, the
      accrued liability is reduced by the corresponding payment amount. The insurer
      also reviews existing injury claims on an on-going basis and adjusts the case
      reserves as new or additional information for each claim becomes available.
      We
      have established an additional reserve for both future unanticipated increases
      in costs (“adverse loss development”) of the claims reserves for open claims and
      for claims incurred but not reported related to prior and current periods.
      We
      believe our operational policies and internal claims reporting system help
      to
      limit the occurrence of unreported incurred claims.





Selling,
      general and administrative expenses represent both branch office and
      corporate-level operating expenses. Branch operating expenses consist primarily
      of branch office staff payroll and personnel related costs, advertising, rent,
      office supplies, depreciation and branch incentive compensation. Corporate-level
      operating expenses consist primarily of executive and office staff payroll
      and
      personnel related costs, professional and legal fees, travel, depreciation,
      occupancy costs, information systems costs and executive and corporate staff
      incentive compensation.





Amortization
      of intangible assets consists of the amortization of software costs, and
      covenants not to compete, which are amortized using the straight-line method
      over their estimated useful lives, which range from two to ten years.





*Critical
      accounting policies*





For
      a
      discussion of recent accounting pronouncements and their potential effect on
      the
      Company’s results of operations and financial condition, refer to the Notes to
      the Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
      Note that the preparation of this Quarterly Report on Form 10-Q requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities at the date of the financial statements, and the reported
      amounts of revenue and expenses during the reporting period. Management bases
      its estimates on historical experience and on various other assumptions that
      are
      believed to be reasonable under the circumstances, the results of which form
      the
      basis for making judgments about the carrying values of assets and liabilities
      that are not readily apparent from other sources. Actual results may differ
      from
      these estimates under different assumptions or conditions.


Revenue
      Recognition - We
      recognize PEO revenues when each periodic payroll is delivered to the client.
      Revenues are reported in accordance with the requirements of FASB Emerging
      Issues Task Force Issue No. 99-19, *“Reporting
      Revenues Gross as a Principal Versus Net as an Agent.”* (EITF
      99-19). Consistent with our revenue recognition policy, our net PEO revenues
      and
      cost of PEO revenues do not include the payroll cost of its worksite employees.
      Instead, PEO revenues and cost of PEO revenues are comprised of all other costs
      related to its worksite employees, such as payroll taxes, employee benefit
      plan
      premiums and workers’ compensation insurance. Payroll taxes consist of the
      employer’s portion of Social Security and Medicare taxes, federal unemployment
      taxes and state unemployment taxes. PEO revenues also include professional
      service fees, which are primarily computed as a percentage of client payroll
      or
      on a per check basis.





Staffing
      and managed service revenue and the related labor costs and payroll are recorded
      in the period in which services are performed. We follow EITF 99-19, in the
      presentation of staffing and managed service revenues and expenses. This
      guidance requires us to assess whether we act as a principal in the transaction
      or as an agent acting on behalf of others. In situations where we are the
      principal in the transaction and have the risks and rewards of ownership, the
      transactions are recorded gross in the consolidated statements of
      operations.





Purchase
      price allocations in the business combinations - We
      account for acquisitions of businesses in accordance with the requirements
      of
      SFAS 141, *Business
      Combinations* ("SFAS
      141"). Pursuant to SFAS 141, we utilize the purchase method in accounting for
      acquisitions whereby the total purchase price is first allocated to the assets
      acquired and liabilities assumed, and any remaining purchase price is allocated
      to goodwill. We recognize intangible assets apart from goodwill if they arise
      from contractual or other legal rights or if they are capable of being separated
      or divided from the acquired entity and sold, transferred, licensed, rented,
      or
      exchanged. Assumptions and estimates are used in determining the fair value
      of
      assets acquired and liabilities assumed in a business combination. Valuation
      of
      intangible assets acquired requires significant judgment in determining fair
      value and whether such


Page
          -
          22


intangibles
      are amortizable or non-amortizable and, if amortizable, the period and method
      by
      which the intangible asset will be amortized. Changes in the initial assumptions
      could lead to changes in amortization charges recorded in our financial
      statements. Additionally, estimates for purchase price allocations may change
      as
      subsequent information becomes available.





Allowance
      for Doubtful Accounts - We
      are
      required to make estimates of the collectibility of accounts receivables.
      Management analyzes historical bad debts, customer concentrations, customer
      creditworthiness, current economic trends and changes in the customers' payment
      tendencies when evaluating the adequacy of the allowance for doubtful accounts.
      If the financial condition of our customers deteriorates, resulting in an
      impairment of their ability to make payments, additional allowances may be
      required.





The
      allowance for bad debts is recorded monthly as a percent of sales, and quarterly
      all accounts are reviewed for collectability and the balance is reviewed and
      adjusted accordingly.





Workers'
      Compensation Reserves - We
      are
      high deductible for workers' compensation coverage in certain states. The
      estimated liability for unsettled workers' compensation claims represents our
      best estimate, which includes an evaluation of information provided by our
      third-party administrators for workers' compensation claims and, in part, an
      annual actuarial analysis from an independent actuary. Included in the claims
      liabilities are case reserve estimates for reported losses, plus additional
      amounts based on projections for incurred but not reported claims, anticipated
      increases in case reserve estimates and additional claims administration
      expenses. These estimates are continually reviewed and adjustments to
      liabilities are reflected in current operating results as they become known.
      We
      believe that the difference between amounts recorded for our estimated
      liabilities and the possible range of costs to settle related claims is not
      material to results of operations; nevertheless, it is reasonably possible
      that
      adjustments required in future periods may be material to results of
      operations.





Management
      uses estimates in its high deductible workers compensation policy liability
      and
      allowance for bad debt reserves. Based on quarterly calculations of workers
      compensation policy ultimate loss versus paid and reserved losses, the Company
      reviews whether current policy reserves for incurred but not reported claims
      are
      adequate and adjusted accordingly.





Intangible
      Assets and Goodwill - We
      assess
      the recoverability of intangible assets and goodwill annually and whenever
      events or changes in circumstances indicate that the carrying value might be
      impaired. Factors that are considered include significant underperformance
      relative to expected historical or projected future operating results,
      significant negative industry trends and significant change in the manner of
      use
      of the acquired assets. Management's current assessment of the carrying value
      of
      intangible assets and goodwill indicates there was no impairment as of March
      31,
      2007. If these estimates or their related assumptions change in the future,
      we
      may be required to record impairment charges for these assets, as of the date
      of
      our annual assessment during the third quarter of our fiscal year.





*Forward-looking
      information*





Statements
      in this Item or in other sections of this report which are not historical in
      nature, including discussion of economic conditions in the Company’s market
      areas and effect on revenue growth, the potential for and effect of past and
      future acquisitions, the effect of changes in the Company’s mix of services on
      gross margin, the adequacy of the Company’s workers’ compensation reserves and
      allowance for doubtful accounts, the effectiveness of the Company’s management
      information systems, and the availability of financing and working capital
      to
      meet the Company’s funding requirements, are forward-looking statements within
      the meaning of the Private Securities Litigation Reform Act of 1995.





Such
      forward-looking statements involve known and unknown risks, uncertainties and
      other factors that may cause the actual results, performance or achievements
      of
      the Company or industry to be materially different from any future results,
      performance or achievements expressed or implied by such forward-looking
      statements.





Such
      factors with respect to the Company include difficulties associated with
      integrating acquired businesses and clients into the Company’s operations,
      economic trends in the Company’s service areas, material deviations from
      expected future workers’ compensation claims experience, the effect of changes
      in the workers’ compensation regulatory environment in one or more of the
      Company’s primary markets, collectibility of accounts receivable, the carrying
      values of deferred income tax assets and goodwill, which may be affected by
      the
      Company’s future operating results, and the availability of capital or letters
      of credit necessary to meet state-mandated surety deposit requirements for
      maintaining the Company’s status as a qualified self-insured employer for
      workers’ compensation coverage, among others.





The
      Company disclaims any obligation to update any such factors or to publicly
      announce the result of any revisions to any of the forward-looking statements
      contained herein to reflect future events or developments.





*Fluctuations
      in Quarterly Operating Results*





We
      have
      historically experienced significant fluctuations in our quarterly operating
      results and expect such fluctuations to continue in the future. Our operating
      results may fluctuate due to a number of factors such as wage limits on
      statutory payroll taxes, claims


Page
          -
          23


experience
      for workers’ compensation, demand for our services and competition. Payroll
      taxes, as a component of cost of revenues, generally decline throughout a
      calendar year as the applicable statutory wage bases for federal and state
      unemployment taxes and Social Security taxes are exceeded on a per employee
      basis. Our revenue levels in the fourth quarter may be affected by many
      customers’ practice of operating on holiday-shortened schedules. Workers’
compensation expense varies with both the frequency and severity of workplace
      injury claims reported during a quarter and the estimated future costs of such
      claims. In addition, adverse loss development of prior period claims during
      a
      subsequent quarter may also contribute to the volatility in the Company’s
      estimated workers’ compensation expense.





Total
      business increased significantly due to two large acquisitions, ELS and Power
      Personnel. Please refer to the Pro Forma table below for more detailed breakdown
      of the business components. The addition of ELS improved Resolve's cash flow.
      A
      PEO collects its revenue at roughly the same time it disburses expenses. The
      lack of carrying accounts receivable enhances cash flow by making days sales
      outstanding a one day requirement. Power Personnel was purchased and retained
      its operating lines of credit. It should need little or no funding from its
      parent. The funding of the Power Personnel purchase to the former owner as
      described in Note G is the only cash flow requirement.





*Results
      of Operations*





We
      report
      PEO revenues in accordance with the requirements of EITF No. 99-19 which
      requires us to report such revenues on a net basis because we are not the
      primary obligor for the services provided by our PEO clients to their customers
      pursuant to our PEO contracts. We present for comparison purposes the Pro-forma
      Non-GAAP gross revenues and Pro-forma Non-GAAP cost of revenues information
      for
      the three months ended March 31, 2007 and 2006 set forth in the table below.
      Although not in accordance with generally accepted accounting principles in
      the
      United States (“GAAP”), management believes this information is more informative
      as to the level of our business activity and more illustrative of how we manage
      our operations, including the preparation of our internal operating forecasts,
      because it presents our PEO services on a basis comparable to our staffing
      services.




Resolve
      has historically experienced fluctuations in its quarterly operating results
      and
      expects such fluctuations to continue in the future. The Company's operating
      results may fluctuate due to a number of factors such as seasonality, wage
      limits on statutory payroll taxes, workers' compensation, demand and competition
      for the Company's services and the effect of acquisitions. The Company's revenue
      levels may fluctuate from quarter to quarter primarily due to the impact of
      seasonality in the staffing industry. As a result, the Company may have greater
      revenues and net income in the third and fourth quarters of its fiscal year.
      Payroll taxes and benefits fluctuate with the level of direct payroll costs,
      but
      tend to represent a smaller percentage of revenues and direct payroll later
      in
      the Company's fiscal year as federal and state statutory wage limits for
      unemployment and social security taxes are exceeded by some employees. Workers'
      compensation expense varies with both the frequency and severity of workplace
      injury claims reported during a quarter and the estimated future costs of such
      claims. Adverse loss development of prior period claims during a subsequent
      quarter may also contribute to the volatility in the Company's estimated
      workers' compensation expense.




Management
      uses non-GAAP revenue as a measure for business velocity. The PEO business
      collects significantly more cash than GAAP reporting under the EITF. The cash
      must be used prudently and affects working capital decisions, even though it
      is
      netted for GAAP purposes. A reconciliation of pro forma non-GAAP gross revenues
      to pro forma net revenues is reflected in the table below. This Non-GAAP
      presentation of pro forma revenues for 2007 and 2006 is as follows:





**Pro-forma
                Non-GAAP**
              **Three
                Months Ended March 31,****2007**
            **2006**Revenues:Staffing
                services
            $
                47,876,859
            $17,404,578Professional
                employer services
            74,062,511
            67,677,885Total
                revenues
            121,939,370
            85,082,463Total
                cost of revenues
            114,496,233
            79,040,638Gross
                margin
            $7,443,137
            $6,041,825




Page
          -
          24


A
      reconciliation of non-GAAP pro-forma gross revenues to net revenues is as
      follows for the three months ended March 31, 2007 and 2006:





**Pro-forma
                Non-GAAP**
              **Gross
                Revenue**
              **Reporting
                Method**
            **Reclassification**
            **Pro-forma
                Non-GAAP**
              **Net
                Revenue**
              **Reporting
                Method****2007**
            **2006**
            **2007**
            **2006**
            **2007**
            **2006**Revenues:Staffing
                services
            $
                47,876,859
            $17,404,578
            $
                -
            $
                -
            $
                47,876,859
            $17,404,578
                -Professional
                employer services
            74,062,511
            67,697,885
            60,077,610
            55,052,800
            13,984,901
            12,625,085Total
                revenues
            121,939,370
            85,082,463
            60,077,610
            55,052,800
            61,861,760
            30,029,663Total
                cost of revenues
            114,496,233
            79,040,638
            60,077,610
            55,052,800
            54,418,623
            23,987,838Gross
                margin
            $
                7,443,137
            $
                6,041,825
            $
                -
            $
                -
            $
                7,443,137
            $6,041,825





*Comparison
      of consolidated operations for the three months ended March 31, 2007 to the
      three months ended March 31, 2006*





Revenues
      for the three months ended March 31, 2007 compared to 2006 increased from
      $17,404,578 to $61,860,760 a 255% increase, reflecting an increase in organic
      growth and our aggressive acquisition and marketing efforts. This growth is
      also
      attributable to both growth through acquisition, including the merger with
      ELS,
      and growth with our existing clients as well as expanding our customer base.
      As
      described in the footnotes to the financial statements, this increase is also
      a
      result of the merger between Resolve Staffing and ELS, which resulted in
      expanded services including both staffing and PEO services.





Cost
      of
      services increased from $14,184,002 for the three months ended March 31, 2006
      to
      $54,418,623 for the three months ended March 31, 2007, an increase of 284%
      from
      the prior year. This increase is attributable to our aggressive growth through
      acquisitions and opening of new locations. Resolve has grown into a national
      provider of staffing services with approximately 78 offices from coast to coast.
      This increase in operating expenses includes marketing, salaries, rents, and
      various other expenses associated with these locations, as well as corporate
      overhead and infrastructure to support the locations. These costs have increased
      from approximately 81% to 88% as a percent of revenues. This increase is
      attributable to the relatively fixed nature of some of the expenses. Operating
      expenses also includes non cash related items such as amortization of
      non-compete agreements and depreciation.





We
      expect
      our gross profit margins to increase, as a percent of sales, in the future
      as we
      continue to grow our business in higher margin areas and as one time adjustments
      (attributable to merger and acquisitions) decrease.





Operating
      expenses have increased from $3,564,928 for the three months ended March 31
      2006
      to $7,113,666 for the three months ended March 31, 2007. This increase is
      attributable to our aggressive growth through acquisitions and our organic
      growth. Resolve has grown into a national provider of HRO services with 78
      offices. This increase in operating expenses includes marketing, salaries,
      rents, and various other expenses associated with these locations. These costs
      have decreased from approximately 20% to 11% as a percent of sales.




Interest
      expense increased from $151,838 for the three months ended March 31, 2006 to
      $600,240 for the three months ended March 31, 2007. The increase is attributable
      to increase debt obligations related to our aggressive acquisition strategy.
      A
      majority of our debt is through affiliated parties, including Ron Heineman
      and
      ELS. This is discussed in detail in the footnotes to our financial statements.




No
      provision for income taxes have been reflected or recorded on these financial
      statements. We incurred a net loss of $270,769 for the three months ended March
      31, 2007 as a result of the matters discussed above. Losses to date may be
      used
      to offset future taxable income, assuming the Company becomes
      profitable.





*Liquidity
      and Capital Resources*





As
      reflected in the accompanying consolidated financial statements, the Company
      has
      a net working capital deficit of $22,897,656 and stockholders’ equity of
      $3,056,160, as of March 31, 2007. During 2007, the Company incurred losses
      and
      has been dependent upon the financial support of stockholders, management and
      other related parties.





For
      the
      three months ended March 31, 2007 the Company incurred a net loss of $270,769.
      Of this loss, $336,230 did not represent the use of cash. Non-cash expenditures
      consisted of depreciation of $106,743, increase in allowance for doubtful
      accounts of $56,908,


Page
          -
          25


and
      amortization of non-compete agreements of $172,579. Changes in accounts
      receivable, prepaid and other assets, along with increases in accounts payable,
      payroll, salary, and other accruals brought the total cash used in operations
      to
      $143,341. Additionally the Company used $195,565 to purchase computer equipment,
      software and office equipment during the three months ended March 31, 2007.





Management
      has successfully obtained additional financial resources, which the Company
      believes will support operations. These financial resources include financing
      from both related and non-related third parties, are discussed in the
      accompanying footnotes to the financial statements. There can be no assurance
      that management will be successful in continuing operations without additional
      financing efforts. The financial statements do not reflect any adjustments
      that
      may arise as a result of this uncertainty.





The
      Company expects its operating expenses to increase significantly in the near
      future as the Company attempts to build its brand and expand its customer base.
      The Company hopes its expenses will be funded from operations and short-term
      loans from officers, shareholders or others; however, the Company’s operations
      may not provide such funds and the Company may not be able to obtain short-term
      loans from officers, shareholders or others. The Company’s officers and
      shareholders are under no obligation to provide additional loans to the
      Company.





Net
      cash
      provided by investing activities totaled $34,822 for the three months ended
      March 31, 2007, compared to net cash used in investing activities of $118,997
      for 2006. For 2007, the principal uses of cash for investing activities were
      for
      the acquisition of property and equipment totaling $195,565.




Net
      cash
      provided by financing activities for the three months ended March 31, 2007
      was
      $105,819 compared to net cash provided by financing activities of $3,064,296
      for
      2006. For 2007, the principal source of cash from financing activities was
      from
      lines of credit and bank overdraft.




The
      Company’s business strategy continues to focus on growth through the expansion
      of operations at existing offices, together with the selective acquisition
      of
      additional personnel-related business, both in its existing markets and other
      strategic geographic markets. The Company periodically evaluates proposals
      for
      various acquisition opportunities, but there can be no assurance that any
      additional transactions will be consummated.





During
      March 2007 the Company finalized its renewal of its various lines of credit
      described in Note G. The lines of credit were increased to $29,150,000, call
      for
      interest payable monthly at the prime interest rate, include certain financial
      covenants and mature September 30, 2007 and January 31, 2008. These lines of
      credit are guaranteed by certain shareholders and affiliated entities. During
      May 2007, the Company received a notice of default under the terms of these
      various lines of credit. During September 2007, the Company and the Bank entered
      into a Forbearance and Reaffirmation Agreement whereby the Bank agreed to
      forbear from exercising its rights and remedies against the Company and the
      Subsidiaries with respect to the defaults existing as of September 28, 2007
      until the earlier to occur of (i) December 31, 2007 or (ii) the occurrence
      of a
“Forbearance Default”.





*Off
      Balance Sheet Arrangements*





Depending
      on certain goals and performances being met, Resolve has the following off
      balance sheet arrangements which are the result of the various acquisitions
      described previously.





·
            The
                Arnold Group - Based on sales targets, the prior owners may receive
                contingent performance payments not to exceed $125,000 through May
                31,
                2007.


·
            Taylor
                Personnel Services, Inc. - Based on sales targets, the prior owners
                may
                receive contingent performance payments not to exceed $80,000 through
                May
                31, 2007.


·
            QRD
                International, Inc. dba Delta Staffing - Based on gross profit targets,
                the prior owners may receive contingent performance payments of up
                to
                approximately $75,000 through September 11,
                2007.


·
            Midwest
                Staffing, Inc. - Based on pre-tax profit targets, the prior owners
                may
                receive contingent performance payments not to exceed $75,000 through
                September 27, 2007.


·
            Project
                Solvers, Inc. - Based on pre-tax profit targets, the prior owners
                may
                receive contingent performance payments not to exceed $200,000 through
                October 25, 2008.


·
            Pro
                Care Medical Staffing, LLC. - Based on pre-tax targets the prior
                owners
                may receive contingent performance payments not to exceed $650,000
                in
                total through November 9, 2007.


·
            Big
                Sky Travel Nurses, Inc. - Based on pre- tax profit targets, the prior
                owners may receive contingent performance payments of up to approximately
                $15,000 through November 27, 2007.


·
            Assisted
                Staffing, Inc. - Based on pre- tax profit targets, the prior owners
                may
                receive contingent performance payments of up to approximately $25,000
                through December 10, 2007.


·
            Driver’s
                Plus, Inc. - Based on pre- tax profit targets, the prior owners may
                receive contingent performance payments of up to approximately $10,000
                through December 26, 2007.


Page
          -
          26





·
            Ready
                Nurse, LLC. - Based on pre- tax profit targets, the prior owners
                may
                receive contingent performance payments of up to approximately $10,000
                through March 5, 2008.


·
            KFT,
                Inc. dba Power Personnel - Based on pre- tax profit targets the prior
                owners may receive contingent performance payments of up to approximately
                $50,000 through October 10, 2008 and October, 10
                2009.


·
            Steadystaff,
                LLC - January 1, 2007 to December 31, 2007 and January 1, 2008 to
                December
                31, 2008, based on pre-tax profit targets the prior owners may receive
                contingent performance payouts up to approximately $10,000 per
                year.





*Contractual
      Obligations*





The
      Company’s contractual obligations as of March 31, 2007, including long-term debt
      and commitments for future payments under non-cancelable lease arrangements,
      are
      summarized below:





Payments
                Due by PeriodContractual
                Obligations
            Total
            Less
                than 1 year
            1-3
                years
            4-5
                years
            After
                5 yearsOperating
                leases
            $
                2,543,199
            $
                964,382
            $
                1,459,848
            $
                118,969
            $
                -Long-term
                debt
            38,267,374
            21,195,718
            5,747,349
            2,367,564
            8,956,743Interest
            2,956,587
            1,572,722
            534,774
            184,501
            664,590Total
                contractual obligations
            40,810,573
            22,160,100
            7,207,197
            2,486,533
            8,956,743Total
                With Interest
            $43,767,160
            $
                23,732,822
            $
                7,741,971
            $2,671,034
            $
                9,621,333





*Inflation*





Inflation
      generally has not been a significant factor in the Company’s operations during
      the periods discussed above. The Company has taken into account the impact
      of
      escalating medical and other costs in establishing reserves for future expenses
      for self-insured workers’ compensation claims.





**ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**





We
      are
      primarily exposed to market risks from fluctuations in interest rates and the
      effects of those fluctuations on the market values of our cash and cash
      equivalents, and our long-term debt. The cash and cash equivalents consist
      primarily of tax-exempt money market funds and overnight investments which
      are
      not significantly exposed to interest rate risk, except to the extent that
      changes in interest rates will ultimately affect the amount of interest income
      earned on these investments.





**ITEM
      4. CONTROLS AND PROCEDURES**





Evaluation
      of disclosure controls and procedures





The
      Company’s disclosure controls and procedures are designed to ensure that
      information the Company must disclose in its reports filed or submitted under
      the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is
      recorded, processed, summarized, and reported on a timely basis. The Company’s
      management has evaluated, with the participation and under the supervision
      of
      our chief executive officer (“CEO”) and chief financial officer (“CFO”), the
      effectiveness of our disclosure controls and procedures (as defined in Rules
      13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered
      by this report. Based on this evaluation, our CEO and CFO have concluded that,
      as of such date, the Company’s disclosure controls and procedures are effective
      in ensuring that information relating to the Company required to be disclosed
      in
      reports that it files under the Exchange Act is recorded, processed, summarized
      and reported within the time periods specified in the SEC’s rules and forms, and
      is communicated to our management, including our CEO and CFO, as appropriate
      to
      allow timely decisions regarding required disclosures.





Changes
      in internal controls





There
      were no changes in our internal controls or in other factors that could
      significantly affect those controls since the most recent evaluation of such
      controls.




Page
          -
          27





**PART
      II - OTHER INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS**





The
      Company is subject to legal proceedings and claims, which arise in the ordinary
      course of its business. In the opinion of management, with the exception of
      the
      items listed below, the amount of ultimate liability with respect to currently
      pending or threatened actions is not expected to materially affect the financial
      position or results of operations of the Company. Litigation is subject to
      inherent uncertainties and an adverse result may arise that may harm our
      business.





The
      Company is in receipt of a Determination and Assessment from the State of
      Michigan, Department of Labor & Economic Growth, Unemployment Insurance
      Agency seeking payment of amounts totaling $9,505,212. The Company and legal
      counsel believe that this assessment is baseless and without merit and intends
      to contest this assessment vigorously. As of March 31, 2007, no amount is
      accrued in the Company’s financial statements as the matter is deemed groundless
      and outside the authority of the Agency.





The
      Company is in receipt of assessments totaling $44,092,764 from the State of
      Ohio
      sales tax auditors on employee leasing or co-employment sales. As of November
      7,
      2007, this amount is $52,711,437, including penalty and interest. The Company
      conducts its business through written contracts of at least one year, and claims
      exemption from the sales tax auditor's position. We continue to work with the
      sales tax auditors to have this matter dismissed. As of March 31, 2007, no
      amount is accrued in the Company's financial statements as the Company and
      legal
      counsel believe this assessment is groundless.





As
      of
      March 31, 2007 the Company is in receipt of a notice from the United States
      Department of Labor asserting various violations of ERISA relating to the ELS
      group health plan. The Company is attempting to address the alleged violations
      and does not believe this matter will have a material impact on the accompanying
      financial statements.





The
      Company has received assessments from the Internal Revenue Service ("IRS")
      in a
      combined amount of approximately $884,000. As of March 31, 2007 no amount has
      been accrued in the Company's consolidated financial statements as the Company's
      management believes all required documentation will be provided to the IRS
      and
      expects the assessments to be fully abated.





**ITEM
      1A. RISK FACTORS**





The
      Company hereby incorporates by reference all risk factors disclosed in our
      amended 2006 Annual Report on Form 10-K/A. In addition thereto, and during
      the
      period covered by this report, the following material changes in the Company’s
      risk factors have occurred.





The
      Company received certain comment letters from the Commission relative to the
      Company’s Form 8-K/A filed on December 20, 2006 which reported the consummation
      of the Combination between the Company and ELS, and the Commission’s view that
      the Combination should be treated for accounting purposes as a forward merger,
      rather than as a reverse merger. The Commission has also issued comments to
      the
      Company upon its review of the Company’s Form 10-K for the year ended December
      31, 2006, which address this same issue. The Company initially sought to address
      the Commission’s comments by providing supplementary information with respect to
      the terms and details of the merger, as the Company believed that the merger
      should be treated as a reverse merger for accounting purposes.





The
      Company is in receipt of a Determination and Assessment from the State of
      Michigan, Department of Labor & Economic Growth, Unemployment Insurance
      Agency seeking payment of amounts totaling $9,505,212. The Company and legal
      counsel believe that this assessment is baseless and without merit and intends
      to contest this assessment vigorously. As of the filing of this report, no
      amount is accrued in the Company’s financial statements as the matter is deemed
      groundless and outside the authority of the Agency.





The
      Company is in receipt of assessments totaling $44,092,764 from the State of
      Ohio
      sales tax auditors on employee leasing or co-employment sales. As of November
      7,
      2007 this amount is $52,711,437, including penalty and interest. The Company
      conducts its business through written contracts of at least one year, and claims
      exemption from the sales tax auditor's position. We continue to work with the
      sales tax auditors to have this matter dismissed. As of the filing of this
      report, no amount is accrued in the Company's financial statements as the
      Company and legal counsel believe this assessment is groundless.





**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS**





There
      were no unregistered sales of securities for the three months ended March 31,
      2007.





During
      the three months ended March 31, 2007 the Company issued 250,000 shares of
      common stock for acquisitions. The shares issued for acquisitions have been
      valued at approximately $737,500 and have been recorded as an increase in paid
      in capital. The issuance of these shares was exempt from registration under
§
4(2) of the Securities Act of 1933, as such issuance did not involve any public
      offering.


Page
          -
          28




On
      January 20, 2007 certain individuals converted outstanding warrants into shares
      of common stock. A total of 714,360 warrants were converted into 535,770 shares
      of common stock. The conversion was a cashless conversion. The issuance of
      these
      shares was exempt from registration under § 4(2) of the Securities Act of 1933,
      as such issuance did not involve any public offering.





On
      January 26, 2007, the Board of Directors approved the repurchase of 129,460
      warrants to purchase common stock at $0.75 per share. Per the Warrant Agreement,
      the Company exercised its option to purchase the warrants for $.05 each, for
      an
      aggregate total of $6,473. There were no other purchases of the Company’s common
      stock, and the Company did not declare a stock repurchase program, during the
      first quarter of 2007.





**ITEM
      3. DEFAULT UPON SENIOR SECURITIES**





There
      were no defaults on senior securities for the three months ended March 31,
      2007.





**ITEM
      4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITIES HOLDERS**





There
      were no submissions of matters to a vote of shareholders for the three months
      ended March 31, 2007.





**ITEM
      5. OTHER INFORMATION**





There
      is
      no other information to report for the period ended March 31, 2007.





(a)
      The
      registrant must disclose under this item any information required to be
      disclosed in a report on Form 8-K during the period covered by this Form 10-Q/A,
      but not reported, whether or not otherwise required by this Form 10-Q/A. If
      disclosure of such information is made under this item, it need not be repeated
      in a report on Form 8-K which would otherwise be required to be filed with
      respect to such information or in a subsequent report on Form 10-Q;
      and


(b)
      Furnish the information required by Item 407(c)(3) of Regulation S-K (§229.407
      of this chapter).





**ITEM
      6. EXHIBITS**





The
      exhibits filed with this report are listed in the Exhibit Index following the
      signature page of this Report.





Page
          -
          29


**SIGNATURES**




Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.








RESOLVE
                STAFFING, INC.Dated:
                November 27, 2007.
            */s/
                Ronald Heineman*By:
                Ronald Heineman, Chief Executive Officer, Chief Accounting
                Officer








Page
          -
          30


**EXHIBIT
      INDEX**










**Exhibit
                No.**
            **Description**31.1
            Certification
                of Chief Executive Officer pursuant to Rule 13a-14(a).32.1
            Certification
                pursuant to 18 U.S.C. Section 1350.