UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                  FORM 10-QSB/A

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

       [ ] Transition report under Section 13 or 15(d) of the Exchange Act

             For the transition period from __________ to __________

                         Commission File Number 0-29485

                             RESOLVE STAFFING, INC.
                           --------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                                     NEVADA
              ---------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

                                   33-0850639
                        (IRS Employer Identification No.)

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

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

                                       N/A
               --------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          If changed since Last Report)


     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest  practicable date: As of November 5, 2004, there
were outstanding  7,695,582  shares of common stock,  par value $0.0001,  and no
shares of preferred stock.



                                       1
<PAGE>

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

                                      INDEX

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

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

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

           Notes to consolidated financial statements (unaudited)              6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS                                 11

ITEM 3.  CONTROLS AND PROCEDURES                                              14


PART II - OTHER INFORMATION

ITEM 4.  CHANGES IN SECURITIES                                                15

ITEM 5.  OTHER INFORMATION                                                    16

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                     16



                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                    2004            2003
                                                                (UNAUDITED)
                                                                -----------     -----------
<S>                                                             <C>             <C>
                                     ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                   $        34     $        --
    Accounts receivable, net of allowance for bad
       debts of $4,500 for 2004 and 2003                            120,347         116,723
    Prepaid and other assets                                         41,500          20,982
                                                                -----------     -----------
        Total current assets                                        161,881         137,705

PROPERTY AND EQUIPMENT
    Property and equipment                                           46,547          44,763
    Less: Accumulated depreciation                                   24,410          20,470
                                                                -----------     -----------
        Net property and equipment                                   22,137          24,293

                 TOTAL ASSETS                                   $   184,018     $   161,998
                                                                ===========     ===========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
    Accounts payable and accrued expenses                       $    84,907     $    62,987
    Accrued salaries and payroll taxes                                3,078          92,764
    Notes payable                                                    89,100          81,000
    Note payable - related party                                     91,500          91,500
                                                                -----------     -----------
        Total current liabilities                                   268,585         328,251
                                                                -----------     -----------
LONG-TERM  LIABILITIES
     Loans payable - related party                                  170,245              --
                                                                -----------     -----------
         Total long-term liabilities                                170,245              --
                                                                -----------     -----------
STOCKHOLDERS' EQUITY (DEFICIT)
     Common stock, $.0001 par value, 50,000,000 shares
      authorized, issued and outstanding: June 30, 2004 -
      7,695,582 shares; December 31, 2003 - 6,614,582 shares            769             661
    Paid-in capital                                               1,160,771         998,729
    Less: Deferred stock compensation                               (38,200)        (33,483)
    Accumulated deficit                                          (1,378,152)     (1,132,160)
                                                                -----------     -----------
             Total stockholders' deficit                           (254,812)       (166,253)
                                                                -----------     -----------
     TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                $   184,018     $   161,998
                                                                ===========     ===========
</TABLE>


              See accompanying notes to these financial statements.


                                       3
<PAGE>

                             RESOLVE STAFFING, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
      FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2004 AND 2003 (UNAUDITED)

<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED               SIX MONTHS ENDED
                                                 JUNE 30,                        JUNE 30,
                                           2004            2003            2004            2003
                                       (UNAUDITED)     (UNAUDITED)     (UNAUDITED)     (UNAUDITED)
                                       -----------     -----------     -----------     -----------
<S>                                    <C>             <C>             <C>             <C>
SERVICE REVENUES                       $   410,178     $   276,920     $   698,405     $   539,166

COST OF SERVICES                           336,099         205,511         549,512         404,422
                                       -----------     -----------     -----------     -----------

GROSS MARGIN                                74,079          71,409         148,893         134,744

OPERATING EXPENSES
     Legal & professional fees              61,293          66,333          84,788          95,292
     Advertising/Promotion                   2,902           3,275           5,192           5,086
     Salaries and benefits                 118,420          62,027         231,561         103,743
     Taxes and Licenses                         --           3,864              45           5,693
     Rent & leases                           3,634           2,958           7,279           7,835
     Travel & entertainment                     65           2,747             149           4,172
     Administrative expenses                31,329          15,809          58,597          28,666
                                       -----------     -----------     -----------     -----------
           Total operating expenses        217,643         157,013         387,611         250,487
                                       -----------     -----------     -----------     -----------

LOSS FROM OPERATIONS                      (143,564)        (85,604)       (238,718)       (115,743)

OTHER EXPENSES
      Interest expense                      (2,520)           (963)         (7,274)         (3,252)
                                       -----------     -----------     -----------     -----------
          Net other expenses                (2,520)           (963)         (7,274)         (3,252)
                                       -----------     -----------     -----------     -----------

NET LOSS                               $  (146,084)    $   (86,567)    $  (245,992)    $  (118,995)
                                       ===========     ===========     ===========     ===========
LOSS PER SHARE
     Basic and diluted                 $      (.02)    $      (.01)    $      (.03)    $      (.02)
                                       ===========     ===========     ===========     ===========
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING USED TO CALCULATE LOSS
PER SHARE
     Basic and diluted                   7,445,351       6,046,069       7,118,780       5,605,029
                                       ===========     ===========     ===========     ===========
</TABLE>


              See accompanying notes to these financial statements.


                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                               SIX MONTHS ENDED
                                                                   JUNE 30,
                                                              2004          2003
                                                          (UNAUDITED)   (UNAUDITED)
                                                           ---------     ---------
<S>                                                        <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                 $(245,992)    $(118,995)
  Adjustments to reconcile net loss to cash provided by
  (used in) operating activities:
  Depreciation                                                 3,940         2,331
  Contributed services                                            --         6,000
  Common stock issued for services and interest charges      162,150       174,500
  Amortization of stock compensation                          (4,717)     (100,042)
Decrease (increase) in current assets:
     Accounts receivable                                      (3,624)      (12,935)
     Prepaid and other assets                                (20,518)      (27,279)
Increase (decrease) in current liabilities:
     Accounts payable                                         60,407         6,482
     Bank overdraft                                           (6,180)        1,942
     Accrued salaries                                        (13,233)       23,187
     Accrued payroll taxes                                   (76,453)       (5,587)
     Other current liabilities                               (32,307)        7,342
                                                           ---------     ---------
          Total adjustments                                   69,465        75,941
                                                           ---------     ---------

Net cash used in operating activities                       (176,527)      (43,054)
                                                           ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and equipment                       (1,784)      (14,488)
                                                           ---------     ---------

Net cash used in investing activities                         (1,784)      (14,488)
                                                           ---------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from insurance financing                            --        48,594
     Repayments of insurance financing                            --       (19,303)
     Proceeds from notes payable                              48,100        21,000
     Borrowings from (repayments to) stockholders            (40,000)       15,001
     Repayments of debentures payable                             --        (7,750)
     Proceeds from loans payable - related party             170,245            --
                                                           ---------     ---------

Net cash provided by financing activities                    178,345        57,542
                                                           ---------     ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS              34            --

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

CASH AND CASH EQUIVALENTS, END OF THE PERIOD               $      34            --
                                                           ---------     ---------
</TABLE>


              See accompanying notes to these financial statements.

                                       5
<PAGE>

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


NOTE A - ORGANIZATION, NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Organization and Nature of Operations

Resolve  Staffing,  Inc.,  ("Resolve" or the "Company") was organized  under the
laws  of the  State  of  Nevada  on  April  9,  1998.  Integra  Staffing,  Inc.,
("Integra") is a wholly owned  subsidiary  that was organized  under the laws of
the State of Florida on August 16, 1999 (collectively  referred to as "Resolve")
and  acquired  in 2001.  The  Company  is engaged in  providing  human  resource
services  (which  include  recruiting,  training,  and  placement  of  temporary
personnel)  focusing on the  professional,  clerical,  administrative  and light
industrial staffing market in West Central Florida.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
for interim  financial  information  and with the  instructions  incorporated in
Regulation  S-B,  Item  310(b)  of  the  Securities  and  Exchange   Commission.
Accordingly,  they do not include all the information and footnotes  required by
accounting  principles  generally  accepted in the United  States of America for
complete financial  statements.  The financial statements are unaudited,  but in
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
adjustments and accruals)  considered  necessary for a fair  presentation of the
Company's financial  position,  results of operations and cash flows for the six
months ended June 30, 2004 and 2003 have been included.

These  statements are not  necessarily  indicative of the results to be expected
for the full fiscal year.  These  statements  should be read in conjunction with
the financial statements and notes thereto included in the Company's Form 10-KSB
for the year ended  December 31, 2003 as filed with the  Securities and Exchange
Commission

Principles of Consolidation

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

Revenue Recognition

Staffing and managed service revenue and the related labor costs and payroll are
recorded in the period in which  services  are  performed.  Permanent  placement
revenues are  recognized  when services  provided are  substantially  completed.
Allowances  are  established  to estimate  losses due to placed  candidates  not
remaining  employed for our  guaranteed  period.  The Company  follows  Emerging
Issues Task Force ("EITF") 99-19, "Reporting Revenue Gross as a Principal versus
Net as an Agent," in the  presentation  of revenues and expenses.  This guidance
requires  Resolve to assess whether it acts as a principal in the transaction or
as an agent  acting on behalf of  others.  In  situations  where  Resolve is the
principal in the  transaction  and has the risks and rewards of  ownership,  the
transactions are recorded gross in the consolidated statements of operations.

Stock Based Employee Compensation:

Resolve accounts for and reports its stock-based employee compensation
arrangements using the intrinsic value method as prescribed in Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB
25"), Financial Accounting Standards Board Interpretation No, 44, Accounting for
Certain Transactions Involving Stock Compensation ("FIN 44"), and Statement of
Financial Accounting Standards No. 148, Accounting for Stock-Based Compensation
- Transition and Disclosure ("SFAS 148"). Accordingly, compensation cost for
stock options and warrants are measured as the excess, if any, of the fair value
of the Company's stock at the date of grant over the stock option exercise
price. Resolve accounts for stock issued to non-employees in accordance with the
provisions of Statement of Financial Accounting Standards No. 123, Accounting


                                       6
<PAGE>

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


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

for Stock-Based Compensation ("SFAS 123"). Under SFAS 123, stock option awards
issued to non-employees are accounted for at their fair value on the date
issued, where fair value is determined using the Black-Scholes option pricing
method.

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

Recent Accounting Principles

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

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

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

NOTE B - LIQUIDITY AND MANAGEMENT'S PLANS

The  accompanying  financial  statements  have been prepared on a  going-concern
basis,  which  contemplates  the  realization  of assets  and the  discharge  of
liabilities in the normal course of business.  As reflected in the  accompanying
financial  statements,  the  Company  has a  working  capital  deficiency  and a
stockholder's  deficit of $106,704 and  $254,812,  respectively,  as of June 30,
2004.  In  addition,  the Company has incurred  substantial  losses and has been
dependent  upon the  financial  support of  stockholders,  management  and other
related parties.  These conditions raise  substantial doubt as to the ability of
the Company to continue as a going concern.

Management is engaged in accessing additional financial resources to support the
Company's   operations  until  profitability  can  be  achieved.   In  addition,
management is reviewing a number of strategic  alliances and  acquisitions  that
may advance the Company's operations.  However, while these strategies are under
development,  costs and expenses have been substantially curtailed.  Ultimately,
the  Company's  ability to continue  as a going  concern is  dependent  upon the
access  of  additional  capital  to  support  operations  and  strategic  growth
strategies.  There can be no assurance  that  management  will be  successful in
these efforts.  The financial statements do not reflect any adjustments that may
arise as a result of this uncertainty.


                                       7
<PAGE>

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


NOTE C - NOTES PAYABLE

Note Payable

During  May and  June  2002,  the  Company  obtained  loans  from  an  unrelated
individual for a total of $40,000. The underlying notes payable bear interest at
12% per annum  payable  quarterly  in arrears  and are  secured by the  accounts
receivable of the Company. The maturities were extended to September 3, 2004.

Line of Credit

On May 14, 2003, the Company  entered into a $50,000 demand credit facility with
Mercantile Bank.  Interest is payable at 3% above  Mercantile  Bank's prime rate
(currently  7.25%) per annum.  The line of credit is  personally  guaranteed  by
William  A.  Brown,  the  Company's   executive   vice-president   and  majority
shareholder.  As of June 30,  2004,  Resolve  has drawn  $49,100  on the line of
credit.

NOTE D - NOTE PAYABLE - RELATED PARTY

Notes payable - related party represents  aggregate  borrowings totaling $91,500
to  William  Brown,  the  Company's  executive  vice  president,   and  majority
shareholder.  The underlying  note bears interest at 5% and was due on March 31,
2004.  The Company has a verbal  agreement  to extend the  maturity to March 31,
2005.

NOTE E - LOANS PAYABLE - RELATED PARTY

On December 8, 2003, the Company entered into a non-interest bearing short-term
credit agreement with ELS, Inc that provides for borrowings of up to $200,000.
ELS, Inc., is a company owned by Ronald Heineman, the Company's Chief Executive
Officer. The underlying promissory note is secured by 2,000,000 shares of common
stock that were released to an escrow agent, but not issued for accounting or
reporting purposes. As of June 30, 2004, there was $170,245 outstanding under
this agreement. Balances due under the credit agreement were originally due May
8, 2004, but the agreement was extended on a month-to-month basis and provided
for an additional $100,000 in borrowings. Also see Note F as it relates to
common stock issued to Ronald Heineman under an employment and consulting
agreement.

NOTE F - STOCKHOLDERS' EQUITY

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

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

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


                                       8
<PAGE>

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


NOTE F - STOCKHOLDERS' EQUITY (CONTINUED)

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

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

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

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

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

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

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

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

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

Deferred Stock Compensation:

Compensation  and consulting  expense  related to the two common stock issuances
February  2003,  and December  2003 noted above,  are being  amortized  over the
benefited periods of 12 months.  The remaining  outstanding amount of $38,200 is
carried as a contra account to equity in the accompanying financial statements.

Common Stock Warrants:

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


                                       9
<PAGE>

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


NOTE G - SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for  interest  during  the six  months  ended  June 30,  2004 and 2003
amounted to $7,124 and 3,252 respectively.

During the six months ended June 30, 2004, Resolve issued 1,000 shares of common
stock,  valued  at $150,  to an  unrelated  individual  as  compensation  for an
extension on the Company's notes payable.

During the six months ended June 30, 2004,  Resolve issued  1,080,000  shares of
common stock, valued at $162,000, to officers for compensation.

NOTE H - NET LOSS PER SHARE

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

NOTE I - SUBSEQUENT EVENTS

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

On August 16, 2004, Resolve Staffing, Inc.'s auditors (Aidman, Piser and
Company) resigned as the Company's auditors. The Company is not aware of any
disagreement with its previous auditor regarding the contents of the Company's
financial statements or the presentation thereof, rather the basis for the
auditors' resignation was premised upon the auditor's belief that they were not
given sufficient advance time to review this quarterly report filed on Form
10-QSB and the auditor's opinion that they were not given sufficient time to
review the Company's previously filed quarterly report filed with the Commission
on or about June 28, 2004. Given the sudden and unexpected nature of the
resignation the Audit committee of the Board of Directors for the Company set
about the process of engaging new registered public accountants. On September
21, 2004, the Company engaged PKF, Certified Public Accountants, a Professional
Corporation,("PKF"), as its independent public accountants. For additional
information refer to our Form 8-K filed on September 23, 2004.

As disclosed in our Form 10-QSB filed August 19, 2004 the Company's prior
auditor resigned on August 16, 2004. As disclosed in our Form 8-K filing dated
September 22, 2004, the Company engaged new auditors on September 21, 2004. The
Company is filing this Form 10-QSB/A in order to comply with regulatory
requirements for filing interim financial statements.

After the filing of the Registrant's Form 8-K on August 25, 2004, disclosing the
resignation of our former auditors, the Registrant received notice from the
Nasdaq Listing Qualifications Department that our eligibility to continue price
quotations on the Bulletin Board would be suspended due to our failure to comply
with the financial statement requirements of Item 310(b) of Regulation S-B. The
Registrant requested a eligibility hearing with the Listing Qualifications
Department, which was held telephonically on October 28, 2004, during which time
the Registrant disclosed that it had retained new auditors as of September 21,
2004 and that amended Forms 10-QSB for the first and second quarters of the
current year would be filed no later than November 10, 2004. As of the date of
this report, the Registrant has not received any ruling as a result of the
eligibility hearing.

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

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

As of September 30, 2004, there was $256,897 outstanding under the credit
agreement with ELS, Inc., which was originally due to expire on May 8, 2004, but
was extended on a month-to-month basis and provided for an additional $100,000
in borrowing.


                                       10
<PAGE>

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report and other reports, as well as other written and oral statements made
or  released  by us, may  contain  forward-looking  statements.  Forward-looking
statements  are  statements  that  describe,  or that are based on, our  current
expectations, estimates, projections and beliefs. Forward-looking statements are
based on assumptions made by us, and on information  currently  available to us.
Forward-looking statements describe our expectations today of what we believe is
most likely to occur or may be  reasonably  achievable  in the future,  but such
statements do not predict or assure any future occurrence and may turn out to be
wrong. You can identify forward-looking  statements by the fact that they do not
relate   strictly  to  historical  or  current  facts.   The  words   "believe,"
"anticipate,"  "intend," "expect,"  "estimate,"  "project",  "predict",  "hope",
"should", and "may", other words and expressions that have similar meanings, and
variations of such words and expressions,  among others, usually are intended to
help identify forward-looking statements.

Forward-looking  statements  are  subject  to both known and  unknown  risks and
uncertainties  and can be  affected  by  inaccurate  assumptions  we might make.
Risks,  uncertainties  and inaccurate  assumptions could cause actual results to
differ  materially  from  historical  results  or those  currently  anticipated.
Consequently,  no  forward-looking  statement can be  guaranteed.  The potential
risks and uncertainties  that could affect forward looking  statements  include,
but  are not  limited  to the  ability  to  raise  needed  financing,  increased
competition, extent of the market demand for and supply of goods and services of
the types  provided by the  Company,  governmental  regulation,  performance  of
information  systems,  and the ability of the Company to hire,  train and retain
qualified employees. In addition, other risks, uncertainties,  assumptions,  and
factors that could affect the Company's  results and prospects have been and may
further  be  described  in the  Company's  prior  and  future  filings  with the
Securities and Exchange Commission and other written and oral statements made or
released by the Company.

We caution you not to place undue  reliance on any  forward-looking  statements,
which speak only as of the date of this document.  The information  contained in
this  report is  current  only as of its date,  and we assume no  obligation  to
update any forward-looking statements.

The financial  information set forth in the following  discussion should be read
in conjunction  with, and qualified in its entirety by, the Company's  unaudited
consolidated  financial  statements  and  notes  included  herein.  The  results
described below are not necessarily  indicative of the results to be expected in
any future period. Certain statements in this discussion and analysis, including
statements  regarding our strategy,  financial  performance and revenue sources,
are forward-looking information based on current expectations and entail various
risks and  uncertainties  that could cause actual  results to differ  materially
from those expressed in the forward-looking statements.  Readers are referred to
our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003.

RESULTS OF OPERATIONS

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

Our net loss  increased from $86,567 for the three months ended June 30, 2003 to
$146,084  or a 69%  increase  for the  three  months  ended  June  30,  2004.  A
line-by-line discussion of our results of operations is as follows:

Revenues  for the three months  ended June 30, 2003  compared to 2004  increased
from $276,920 to $410,178 or a 48% increase,  reflecting our continued marketing
efforts.

Our cost of services increased from $205,511 for the three months ended June 30,
2003 to $336,099 for the three months  ended June 30,  2004.  This  increase was
largely due to the increased revenues as noted above.  However,  as a percentage
of revenue our cost of services increased from 74% to 82%, which is attributable
to an overall increase in costs.


                                       11
<PAGE>

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

                                           2004                2003
                                   ----------------------------------------
     Legal & professional                   15%                24%
     Advertising & promotion                 1%                 1%
     Salaries & benefits                    29%                22%
     Taxes & licenses                        -%                 1%
     Rent & leases                           1%                 1%
     Travel & entertainment                  -%                 1%
     Administrative expenses                 8%                 8%

Legal & professional expense decreased from $66,333 in 2003 to $61,293 in 2004
or an 8% decrease, reflecting management's ability to reduce expenses.

Advertising  and  promotion  expense  decreased  slightly from $3,275 in 2003 to
$2,902  in 2004,  reflecting  a  decreased  level  of  outside  advertising  and
promotion,  while relying more on direct  customer  sales  contacts by our sales
staff.

Salaries and benefits  increased  from $62,027 in 2003 to $118,420 in 2004, or a
91%   increase,   reflecting   the  constant   level  of  total   administrative
compensation, including stock for services by our CFO and by our president.

Taxes & licenses  decreased  from $3,864 in 2003 to zero in 2004,  reflecting  a
decrease of costs previously  associated with licensing our company in Nevada as
well as Florida.

Rent & leases expense increased  slightly from $2,958 in 2003 to $3,634 in 2004,
reflecting the higher rental cost of our new facilities.

Travel & entertainment  decreased from $2,747 in 2003 to $65 in 2004, reflecting
a decrease in the number of staffing industry conventions and seminars attended.

Administrative  expenses  increased from $15,809 in 2003 to $31,329 in 2004 or a
98% increase. Changes in the major components of administrative expenses for the
three  months  ended June 30,  2003 to June 30,  2004 were  primarily  due to an
increase in penalties of $8,911.

Interest  expense  increased  from  $963 in 2003 to  $2,520  in 2004 or a $1,557
increase.  The change was due to  additional  borrowings  on the credit line and
other notes payable.

COMPARISON OF CONSOLIDATED OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND
2003.

Our net loss  increased  from $118,995 for the six months ended June 30, 2003 to
$245,992  or a 107%  increase  for  the  six  months  ended  June  30,  2004.  A
line-by-line discussion of our results of operations is as follows:

Revenues for the six months ended June 30, 2003 compared to 2004  increased from
$539,166 to $698,405  or a 30%  increase,  reflecting  our  continued  marketing
efforts.

Our cost of services  increased  from $404,422 for the six months ended June 30,
2003 to $549,512  for the six months  ended June 30,  2004.  This  increase  was
largely due to the increased revenues as noted above.  However,  as a percentage
of revenue our cost of services increased from 75% to 79%, which is attributable
to an overall increase in costs.


                                       12
<PAGE>

For the six  months  ended  June  30,  2004 and 2003  the  major  categories  of
expenses, as a percent of revenue were as follows:

                                          2004                 2003
                                   -----------------------------------------
    Legal & professional                    12%                18%
    Advertising & promotion                  1%                 1%
    Salaries & benefits                     33%                19%
    Taxes & licenses                         -%                 2%
    Rent & leases                            1%                 1%
    Travel & entertainment                   -%                 1%
    Administrative expenses                  8%                 5%

Legal & professional expense decreased from $95,292 in 2003 to $84,788 in 2004
or an 11% decrease, reflecting management's ability to reduce expenses.

Advertising  and  promotion  expense  increased  slightly from $5,086 in 2003 to
$5,192  in 2004,  reflecting  a  decreased  level  of  outside  advertising  and
promotion,  while relying more on direct  customer  sales  contacts by our sales
staff.

Salaries and benefits  increased from $103,743 in 2003 to $231,561 in 2004, or a
123%  increase,   reflecting   the  constant   level  of  total   administrative
compensation, including stock for services by our CFO and by our president.

Taxes & licenses  decreased  from  $5,693 in 2003 to $45 in 2004,  reflecting  a
decrease of costs previously  associated with licensing our company in Nevada as
well as Florida.

Rent & leases expense decreased  slightly from $7,835 in 2003 to $7,279 in 2004,
reflecting  a  change  in the  rental  cost of our new  facilities  as well as a
reduction of common area  maintenance  costs associated with the previous leased
offices.

Travel &  entertainment  decreased  from $4,172 in 2003 to $149 in 2004 due to a
decrease in the number of staffing industry conventions and seminars attended.

Administrative  expenses  increased from $28,666 in 2003 to $58,597 in 2004 or a
104% increase.  Changes in the major components of  administrative  expenses for
the six months  ended June 30, 2003 and June 30, 2004 were  primarily  due to an
increase in penalties  of $9,060;  an increase in printing  costs of $6,684;  an
increase in postage  and  shipping  expenses of $1,761;  an increase in computer
support  of  $2,117;  and an  increase  in  public  company  expenses  of $7,291
(primarily due to filing various amendments to our registration statement).

Interest  expense  increased  from  $3,252 in 2003 to $7,274 in 2004 or a $4,022
increase.  The change was due to  additional  borrowings  on the credit line and
other notes payable.


LIQUIDITY AND CAPITAL RESOURCES

The  accompanying  financial  statements  have been prepared on a  going-concern
basis,  which  contemplates  the  realization  of assets  and the  discharge  of
liabilities in the normal course of business.  As reflected in the  accompanying
financial  statements,  the  Company  has a working  capital  deficiency  and an
accumulated deficit of $106,704 and $254,813 as of June 30, 2004,  respectively.
In  addition,  the Company is in the  formative  period and has not yet achieved
profitable  operations,  and has been  dependent  upon the financial  support of
stockholders,  management  and other related  parties.  These  conditions  raise
substantial  doubt as to the  ability of the Company to  continue  its  business
operations as a going concern.

Management is currently engaged in accessing  additional  financial resources to
support  the  Company's  operations  until  profitability  can be  achieved.  In


                                       13
<PAGE>

addition,   management  is  reviewing  a  number  of  strategic   alliances  and
acquisitions that may advance the Company's  operations into a profitable state.
However,  while these strategies are under development,  costs and expenses have
been substantially curtailed. Ultimately, the Company's ability to continue as a
going  concern is  dependent  upon the access of  additional  capital to support
operations  and  strategic  growth  strategies.  There can be no assurance  that
management will be successful in these efforts.  The financial statements do not
reflect any adjustments that may arise as a result of this uncertainty.

FOR THE SIX MONTHS ENDED JUNE 30, 2004

For the six months  ended June 30, 2004 we incurred a net loss of  $245,992.  Of
this  loss,  $161,373  did not  represent  the use of  cash.  These  consist  of
depreciation ($3,940), the expensing of prepaid consulting expenses and interest
expenses  ($157,433)  which  resulted  from the  issuance  of our common  stock.
Changes in  accounts  receivable,  prepaid  and other  expenses  were  offset by
changes in accounts  payable,  payroll,  salary,  and other accruals brought the
total  cash used by  operations  to  $176,527.  Additionally  we used  $1,784 to
purchase a computer during this period.

We expect our operating expenses to increase significantly in the near future as
we attempt to build our brand and expand our customer base. We hope our expenses
will be funded from operations and short-term loans from officers, shareholders
or others; however, our operations may not provide such funds and we may not be
able obtain short-term loans from officers, shareholders or others. Our officers
and shareholders are under no obligation to provide additional loans to the
Company.


ITEM 3.  CONTROLS AND PROCEDURES

As required by Rule 13a-14 under the Securities  Exchange Act of 1934, as of the
end of the period covered by this report,  Resolve  carried out an evaluation of
the effectiveness of the design and operation of Resolve's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the participation of Resolve's  management,  including Resolve's Chief Financial
Officer,  who concluded  that Resolve's  disclosure  controls and procedures are
effective. There have been no significant changes in Resolve's internal controls
or  in  other  factors,  which  could  significantly  affect  internal  controls
subsequent to the date Resolve carried out its evaluation.

Disclosure  controls and procedures are controls and other  procedures  that are
designed  to ensure  that  information  required to be  disclosed  in  Resolve's
reports  filed or  submitted  under the  Exchange  Act is  recorded,  processed,
summarized and reported, within the time periods specified in the Securities and
Exchange  Commission's  rules and  forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information  required  to be  disclosed  in  Resolve's  reports  filed under the
Exchange Act is accumulated and communicated to management,  including Resolve's
Chief  Financial   Officer,   to  allow  timely  decisions   regarding  required
disclosure.


                                       14
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 4.  CHANGES IN SECURITIES

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

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

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

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

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

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

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

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

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

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

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


                                       15
<PAGE>

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

ITEM 5.  OTHER INFORMATION

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

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

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

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

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

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

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits

              Exhibit 31.1  Certification  by Ronald  Heineman,  Chief Executive
                            Officer  pursuant  to 18  U.S.C.  Section  1350,  as
                            adopted    pursuant    to   Section   302   of   the
                            Sarbanes-Oxley Act of 2002.

              Exhibit 31.2  Certification  by Michael A. Knox,  Chief  Financial
                            Officer  pursuant  to 18  U.S.C.  Section  1350,  as
                            adopted    pursuant    to   Section   302   of   the
                            Sarbanes-Oxley Act of 2002.

              Exhibit 32.1  Certification  by Ronald  Heineman,  Chief Executive
                            Officer  pursuant  to 18  U.S.C.  Section  1350,  as
                            adopted    pursuant    to   Section   906   of   the
                            Sarbanes-Oxley Act of 2002.

              Exhibit 32.2  Certification  by Michael A. Knox,  Chief  Financial
                            Officer  pursuant  to 18  U.S.C.  Section  1350,  as
                            adopted    pursuant    to   Section   906   of   the
                            Sarbanes-Oxley Act of 2002.

         (b) Reports on Form 8-K

              None.


                                       16
<PAGE>

                                   SIGNATURES

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

                                       RESOLVE STAFFING, INC.


Dated:  November 10, 2004                /s/ Ronald Heineman
                                       -------------------------------
                                       By: Ronald Heineman
                                       Chief Executive Officer (principal
                                       executive officer, director)


                                       /s/ Michael A. Knox
Dated:  November 10, 2004               -------------------------------
                                       By:  Michael A. Knox
                                       Chief Financial Officer (principal
                                       financial & accounting officer, director)




                                       17