UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-QSB

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

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

             For the transition period from __________ to __________

                         Commission File Number 0-29485

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



           NEVADA                                           33-0850639
 -------------------------------                         --------------------
 (State or Other Jurisdiction of                           (IRS Employer
 Incorporation or Organization)                          Identification No.)


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

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

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

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

            Yes [X] No [ ]

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practicable date: As of November13,  2003, there
were outstanding  6,138,582  shares of common stock,  par value $0.0001,  and no
shares of preferred stock.


                                       1
<PAGE>


                             RESOLVE STAFFING, INC.
          FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003


<TABLE>
<CAPTION>

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

         Balance sheets as of September 30, 2003 (unaudited) and
         December 31, 2002                                                                   3

         Statements of operations for the three months and nine months
         ended September 30, 2003 and 2002 (unaudited)                                       4

         Statements of cash flows for the nine months ended September 30, 2003
         and 2002 (unaudited)                                                                5

         Statements of stockholders' equity (deficit)  for the nine months ended
         September 30, 2003 (unaudited)                                                      6

         Notes to financial statements (unaudited)                                           7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS                                               12

ITEM 3.  CONTROLS AND PROCEDURES                                                            16

PART II. OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES                                                              17

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                                   17

</TABLE>



                                       2
<PAGE>



                             RESOLVE STAFFING, INC.
                                 BALANCE SHEETS
              SEPTEMBER 30, 2003 (UNAUDITED) AND DECEMBER 31, 2002


<TABLE>
<CAPTION>

          ASSETS                                                              2003          2002
                                                                          -----------    -----------
<S>                                                                       <C>                 <C>
CURRENT ASSETS
    Cash                                                                  $    22,311    $     -
    Accounts receivable, net of allowance for bad
         debts of $4,500 for 2003 for 2002                                     75,373         89,674
    Prepaid and other assets                                                   35,114         82,790
                                                                          -----------    -----------
        Total current assets                                                  132,798        172,464
                                                                          -----------    -----------

PROPERTY AND EQUIPMENT
    Property and equipment                                                     42,870         28,382
    Less: Accumulated depreciation                                             18,671         14,015
                                                                          -----------    -----------
        Net property and equipment                                             24,199         14,367
                                                                          -----------    -----------

                  TOTAL ASSETS                                            $   156,997    $   186,831
                                                                          ===========    ===========


                         LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                         ----------------------------------------------

CURRENT LIABILITIES
    Accounts payable                                                      $    16,423    $    43,386
    Bank overdraft                                                                -            9,712
    Accrued salaries                                                           30,059            -
    Accrued payroll taxes                                                      58,949         10,803
    Notes payable and line of credit                                           66,000         40,000
    Debentures payable                                                            -           11,150
    Note payable - related party                                               87,500            -
    Loan payable - related parties                                                -            7,760
    Other current liabilities                                                  63,343          4,935
                                                                          -----------    -----------
        Total current liabilities                                             322,274        127,746
                                                                          -----------    -----------

LONG-TERM  LIABILITIES
     Loans payable - related party                                                -           67,000
                                                                          -----------    -----------
         Total long-term liabilities                                              -           67,000
                                                                          -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $.0001 par value, 50,000,000 shares
      authorized, issued and outstanding: 2003 - 6,100,082
     shares; 2002 - 4,821,082 shares                                              610            482
    Paid-in capital                                                           923,962        737,190
    Less: Stock compensation                                                  (57,167)           -
    Retained earnings (deficit)                                            (1,032,682)      (745,587)
                                                                          -----------    -----------
             Total stockholders' equity (deficit)                            (165,277)        (7,915)
                                                                          -----------    -----------

    TOTAL LIABILITIES AND STOCKHOLDERS'
    EQUITY (DEFICIT)                                                      $   156,997    $   186,831
                                                                          ===========    ===========

</TABLE>


             See accompanying notes to these financial statements.

                                       3
<PAGE>


                             RESOLVE STAFFING, INC.
                            STATEMENTS OF OPERATIONS
   FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (UNAUDITED)
<TABLE>
<CAPTION>

                                                     THREE MONTHS ENDED           NINE MONTHS ENDED
                                                        SEPTEMBER 30,               SEPTEMBER 30,
                                                    2003          2002            2003           2002
                                                -----------    -----------    -----------    -----------
<S>                                             <C>            <C>            <C>            <C>
SERVICE REVENUES                                $   220,961    $   118,427    $   760,127    $   303,531

COST OF SERVICES                                    174,068         79,002        578,491        211,526
                                                -----------    -----------    -----------    -----------

GROSS MARGIN                                         46,893         39,425        181,636         92,005

OPERATING EXPENSES
     Legal & professional fees                       71,878          5,964        170,218        108,321
     Advertising/Promotion                            3,433          3,441          8,519          7,929
     Salaries and benefits                           67,694         48,765        171,437        153,204
     Payroll taxes                                    8,485          2,521         14,178          9,384
     Rent & leases                                    7,101            -           11,386         16,351
     Travel & entertainment                           2,399          1,243          5,887          1,850
     Administrative expenses                         47,490         13,872         73,920         43,057
                                                -----------    -----------    -----------    -----------
           Total operating expenses                 208,480         75,806        455,545        340,096
                                                -----------    -----------    -----------    -----------

 LOSS FROM OPERATIONS                              (161,587)       (36,381)      (273,909)      (248,091)

OTHER INCOME (EXPENSES)
      Interest and other income                         -              476            -              716
      Interest expense                               (6,513)        (3,139)       (13,186)       (10,637)
                                                -----------    -----------    -----------    -----------
          Net other income (expenses)                (6,513)        (2,663)       (13,186)        (9,921)
                                                -----------    -----------    -----------    -----------

NET (LOSS)                                      $  (168,100)   $   (39,044)   $  (287,095)   $  (258,012)
                                                ===========    ===========    ===========    ===========

LOSS PER SHARE
     Basic                                      $      (.03)   $      (.01)   $      (.05)   $      (.13)
                                                ===========    ===========    ===========    ===========

     Diluted                                    $      (.03)   $      (.01)   $      (.05)   $      (.13)
                                                ===========    ===========    ===========    ===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
     Basic and diluted                            6,100,082      5,335,034      5,655,736      2,028,254
                                                ===========    ===========    ===========    ===========
</TABLE>


             See accompanying notes to these financial statements.



                                       4
<PAGE>



                             RESOLVE STAFFING, INC.
                            STATEMENTS OF CASH FLOWS
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 (UNAUDITED)

                                                           2003        2002
                                                        ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES
    Net (loss)                                          $(287,095)   $(258,012)
    Adjustments to reconcile net loss to cash used in
    operating activities:
        Depreciation                                        4,656        1,813
        Interest converted to capital stock                   -            251
        Contributed services                                9,000       64,600
        Amortization of stock compensation                120,333          -
    Decrease (increase) in current assets:
        Accounts receivable                                14,301      (22,796)
        Prepaid and other assets                           47,676      (81,497)
    Increase (decrease) in current liabilities:            (4,190)
        Accounts payable                                  (26,963)
        Bank overdraft                                     (9,712)         -
        Salary accrual                                     30,059          -
        Payroll taxes accrual                              48,146          -
        Other current liabilities                          58,408      (13,319)
                                                        ---------    ---------
           Total adjustments                              295,904      (55,138)
                                                        ---------    ---------

    Net cash (used) by operating activities                 8,809     (313,150)
                                                        ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment                    (14,488)         -
                                                        ---------    ---------
    Net cash (used) by investing activities               (14,488)         -
                                                        ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from insurance financing                        -         93,061
     Repayments of insurance financing                        -        (71,295)
     Proceeds from line of credit                          26,000          -
     Loan from stockholders, net                           12,740      183,263
     Proceeds from sale of common stock                       -         40,000
     Proceeds from note payable                            40,000
     Repayments of debenture payable                      (10,750)      22,096
                                                        ---------    ---------
     Net cash provided by financing activities             27,990      307,125
                                                        ---------    ---------

NET INCREASE (DECREASE) IN CASH                            22,311       (6,025)

CASH, BEGINNING OF THE PERIOD                                 -         19,467
                                                        ---------    ---------

CASH, END OF THE PERIOD                                 $  22,311    $  13,442
                                                        =========    =========



             See accompanying notes to these financial statements.

                                       5
<PAGE>


                             RESOLVE STAFFING, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
            FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 (UNAUDITED)
<TABLE>
<CAPTION>


                                                     COMMON STOCK                 PAID-IN            RETAINED
                                               SHARES            AMOUNT           CAPITAL             DEFICIT         TOTAL
                                          ----------------    --------------   --------------    ---------------  ---------------
<S>                                             <C>                     <C>          <C>              <C>                 <C>
BALANCE, DECEMBER 31, 2002                      4,821,082               482          737,190          (745,587)           (7,915)

Issuance of common stock for services -
Pinnacle Corp. Services                           950,000                95          132,905                 -           133,000
Issuance of common stock for services
of CEO                                            275,000                28           38,472                 -            38,500
Issuance of common stock for
services                                           20,000                 2            2,998                 -             3,000
Conversion of debentures to common stock           34,000                 3            3,397                 -             3,400
Donated services - Officers                             -                 -            9,000                 -             9,000
                                                                                                                         (57,167)
Less, Deferred stock compensation                       -                 -                -                 -
Net loss during period                                  -                 -                -           (287,095)        (287,095)
                                          ----------------    --------------   --------------    ---------------  ---------------
BALANCE, SEPTEMBER 30, 2003 (UNAUDITED)         6,100,082            $  610         $923,962        $(1,032,682)      $ (165,277)
                                          ================    ==============   ==============    ===============  ===============

</TABLE>


             See accompanying notes to these financial statements.


                                       6
<PAGE>



                             RESOLVE STAFFING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003


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

Organization and Nature of Operations
-------------------------------------

Resolve  Staffing,  Inc.,  (the  "Company") was organized  under the laws of the
State of  Nevada on April 9,  1998.  Integra  Staffing,  Inc.,  ("Integra")  was
organized under the laws of the State of Florida  corporation on August 16, 1999
(collectively  referred to as  "Resolve").  On December  10,  2001,  the Company
acquired  100%  of  the  outstanding  common  stock  of  Integra.   Integra  was
subsequently  dissolved.  The  Company is engaged in  providing  human  resource
services  focusing  on the  professional,  clerical,  administrative  and  light
industrial staffing market in West Central Florida.  The Company is also engaged
in recruiting, training, temporary personnel and payroll administration services
to the manufacturing,  distribution, hospitality, and construction industries in
West Central Florida.

Basis of Presentation
---------------------

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

These  statements are not  necessarily  indicative of the results to be expected
for the full fiscal year.  These  statements  should be read in conjunction with
the financial statements and notes thereto included in the Company's Form 10-KSB
for the year ended  December 31, 2002 as filed with the  Securities and Exchange
Commission

Recent Accounting Principles
----------------------------

During December 2002, the Financial  Accounting  Standards Board ("FASB") issued
SFAS No.  148,  "Accounting  for  Stock-Based  Compensation  --  Transition  and
Disclosure". Statement No. 148 establishes standards for two alternative methods
of transition to the fair value method of accounting  for  stock-based  employee
compensation of SFAS No. 123,  "Accounting for Stock-Based  Compensation".  SFAS
No. 148 also amends and augments the  disclosure  provisions of SFAS No. 123 and
APB No. 28, "Interim Financial Reporting",  to require disclosure in the summary
of  significant  accounting  policies  for all  companies  of the  effects of an
entity's accounting policy with respect to stock based employee  compensation on
reported  net income and  earnings  per share in annual  and  interim  financial
statements. The transition standards and disclosure requirements of SFAS No. 148
are effective  for fiscal years and interim  periods  ending after  December 15,
2002. As of September 30, 2003, the Company had no employee stock option plans.

SFAS No. 148 does not require the Company to transition from the intrinsic value
approach  provided in APB Opinion No. 25,  "Accounting  for Employee Stock Based
Compensation". In addition, the Company does not currently plan to transition to
the fair value  approach in SFAS No. 123.  However,  the Company has adopted the
additional disclosure requirements of SFAS No. 148.


                                       7
<PAGE>


                             RESOLVE STAFFING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003

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

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure  Requirements for Guarantees,  Including  Indirect  Guarantees of
Indebtedness of Others" ("FIN No. 45"). Under FIN No. 45, guarantees,  contracts
and  indemnification  agreements  are required to be initially  recorded at fair
value.  Current practice provides for the recognition of a liability only when a
loss is probable and reasonably estimable, as those terms are defined under SFAS
No.  5,  "Accounting  for  Contingencies".  In  addition,  FIN No.  45  requires
significant  new  disclosures  for all guarantees  even if the likelihood of the
guarantor's  having  to  make  payments  under  the  guarantee  is  remote.  The
disclosure  requirements  are effective for financial  statements of interim and
annual  periods  ending after  December 15, 2002.  The initial  recognition  and
measurement  provisions of FIN No. 45 are  applicable on a prospective  basis to
guarantees,  contracts or  indemnification  agreements  issued or modified after
December 31, 2002.

The Company currently has no guarantees, contracts or indemnification agreements
that would require fair value  treatment  under the new standard.  The Company's
current   policy  is  to  disclose  all  material   guarantees   and  contingent
arrangements,  similar  to the  disclosure  requirements  of Fin No.  45,  which
provide for disclosure of the  approximate  term,  nature of guarantee,  maximum
potential  amount  of  exposure,  and the  nature  of  recourse  provisions  and
collateral.

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 January 2003, the FASB issued FASB  Interpretation No. 46,  "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.



                                       8
<PAGE>


                             RESOLVE STAFFING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003

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

Loss per Share
--------------

Resolve  records basic and diluted loss per share in accordance  with  Financial
Accounting  Standards  Board  Statement  No. 128,  "Earnings  per Share".  Basic
earnings  (loss) per share  includes  no  dilution  and is  computed by dividing
income (loss) available to common stockholders by the weighted average number of
shares outstanding for the period. Diluted earnings (loss) per share reflect the
potential  dilution of securities that could share in the earnings (loss) of the
entity.

NOTE B - LIQUIDITY AND MANAGEMENT'S PLANS

The  accompanying  financial  statements  have been prepared on a  going-concern
basis,  which  contemplates  the  realization  of assets  and the  discharge  of
liabilities in the normal course of business.  As reflected in the  accompanying
financial  statements,  the  Company  has a  working  capital  deficiency  and a
stockholder's deficiency of $189,476 and $165,277 respectively,  as of September
30, 2003. 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  looking to secure  additional  financial  resources to
support the Company's operations. 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.

NOTE C - NOTES PAYABLE AND LINE OF CREDIT

Notes Payable
-------------

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

Notes Payable - Related Party
-----------------------------

The Company has obtained  loans from William A. Brown,  the Company's  executive
vice president,  and majority shareholder in the aggregate totaling $87,500. The
underlying notes bear interest at 5% and are due on March 31, 2004.

Line of Credit
--------------

On May 14, 2003,  Resolve secured a $50,000 line of credit from Mercantile Bank,
payable on demand, with interest at the rate of 3% above Mercantile Bank's prime
rate (their current prime rate is 4%) per annum,  payable  monthly.  The line of
credit is secured by Resolve's  general  credit and is personally  guaranteed by
William  A.  Brown,  the  Company's   executive   vice-president   and  majority
shareholder.  As of September  30,  2003,  Resolve has drawn down $26,000 on the
line of credit, therefore $24,000 remains available.



                                       9
<PAGE>

                             RESOLVE STAFFING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003

NOTE D--OTHER CURRENT LIABILITIES

Other current liabilities  include the following  components as of September 30,
2003 and December 31, 2002:

                                                       2003      2002
                                                     -------   -------
          Other accrued liabilities                  $25,244   $ 4,935
          Accrued workers' compensation               16,042       -
          Insurance financing and interest (1)        15,707       -
          Other insurance liabilities                  6,350       -
                                                     -------   -------
                                                     $63,343   $ 4,935
                                                     =======   =======

(1) Insurance Financing
-----------------------

In June 2003, Resolve financed its directors and officers'  liability  insurance
premiums of $20,000, net of a $5,000 down payment,  with interest at the rate of
7.5% per annum, payable in monthly to payments of $2,300 per month through April
2004.

NOTE E - STOCKHOLDERS' EQUITY

Issuances of Common Stock:

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

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

On April 15, 2003,  Resolve issued 20,000 shares of its restricted  common stock
to an unrelated individual for services with investor relations matters.

On June 30,  2003,  the  Company  issued  34,000  shares of its common  stock to
debenture  holders in exchange for their 6%  convertible  debenture due June 30,
2003.

In October, 2003, we issued 21,000 shares of our common stock to three employees
of our Company.

In October,  2003,  we issued 15,000 shares of our common stock to a director of
our Company.

In October,  2003,  we issued  2,500  shares of our common stock to an unrelated
individual,  for her  agreement in extending  the maturity  date of a promissory
note we own to her.

Deferred Stock Compensation:
----------------------------

Compensation and consulting expense related to the two common stock issuances in
February 2003, noted above, are being amortized over the benefited periods of 12
months.  The  remaining  outstanding  amount of  $57,167  is carried as a contra
account to equity in the accompanying financial statements.

Information with Respect to Warrants:
-------------------------------------

As of September 30, 2003 there were 4,256,600 stock warrants  outstanding  which
are due to expire during on June 30, 2007. Each warrant has an exercise price of
$.15 per share price.




                                       10
<PAGE>

                             RESOLVE STAFFING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003

NOTE F - CASH FLOW SUPPLEMENTAL INFORMATION

Cash paid for interest  during the nine months ended September 30, 2003 and 2002
amounted to $13,186 and $447 respectively.

During nine months ended September 30, 2003, the following non-cash transactions
were recorded:

1.   Resolve's  officers  provided  services to the Company valued at $9,000 and
     donated to the Company.

2.   Resolve issued 20,000 shares of common stock to an unrelated  individual in
     exchange for investor relations services.

3.   Resolve issued  950,000  shares of common stock to a company  controlled by
     executive  officers  of the  Company in exchange  for  consulting  services
     valued at $133,000.

4.   Resolve  issued  34,000  shares of common  stock to  debenture  holders  in
     exchange for $3,400 in principal amount of debentures at $.10 per share.

5.   Resolve  issued  275,000  shares  of  restricted  common  stock,  valued at
     $38,500, to an officer of the Company for compensation.

NOTE G - LOSS PER SHARE

Net loss per share is computed based upon the weighted 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 H - REGISTRATION STATEMENT

On July 27, 2002,  Resolve  filed a preliminary  registration  statement on Form
SB-2 with the  Securities and Exchange  Commission,  under the Securities Act of
1933. The Company went through the review  process of revising the  registration
statement,  including the number of shares and warrants  being  registered,  and
responding  to the SEC's  comments.  The  registration  statement  was  declared
effective  August 6, 2003,  registering  3,254,131  shares of our common  stock,
including 1,592,500 shares underlying warrants.



                                       11
<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 financial  statements and notes included herein. The results
described below are not necessarily  indicative of the results to be expected in
any future period. Certain statements in this discussion and analysis, including
statements  regarding our strategy,  financial  performance and revenue sources,
are forward-looking information based on current expectations and entail various
risks and  uncertainties  that could cause actual  results to differ  materially
from those expressed in the forward-looking statements.  Readers are referred to
our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002.

GENERAL

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

         Integra Staffing, Inc., ("Integra") was organized under the laws of the
State of Florida,  on August 16, 1999.  Integra is a temporary staffing company.
Integra's strategy has been to provide efficient and affordable solutions to its
customers'  employment  and labor force needs.  On December  10,  2001,  Resolve
Staffing acquired 100% of the outstanding  common stock of Integra.  Integra was
subsequently dissolved.

         We are a staffing  services firm  providing  client with  professional,
clerical, light industrial and technical personnel on a permanent,  contract and
temporary  placement  basis. We have marketed our services to over 100 companies
in  the  Tampa,   Florida  area  and  currently  provide  technical,   clerical,
administrative, accounting, sales, human resources and light industrial staff to
over 20 companies.


                                       12
<PAGE>

RESULTS OF OPERATIONS

COMPARISON OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002.

     Comparison of operations of our Company is as follows:

     The net loss  increased  from $258,012 for nine months ended  September 30,
2002 to $287,095 or a 11% increase for nine months ended September 30, 2003. The
major  factors  contributing  to this increase loss is the increase in legal and
professional fees associated with the completion of our registration statement.

     Revenues  for  nine  months  ended  September  30,  2002  compared  to 2003
increased from $303,531 to $760,127 or a 150%  increase,  reflecting an increase
in business recovery and our aggressive marketing efforts.

     For the nine months ended September 30, 2003 and 2002 the major  categories
of expenses, as a percent of revenue were as follows:

                                                      2003       2002
                                                     ------     ------
          Legal & professional                          22%        35%
          Advertising & promotion                        1%         3%
          Salaries & benefits                           23%        50%
          Taxes & licenses                               2%         3%
          Rent & leases                                  2%         5%
          Travel & entertainment                         1%         1%
          Administrative expenses                       10%        15%

         Legal  &  professional  expense  increased  from  $108,321  in  2002 to
$170,218 in 2003 or a 57%  increase,  reflecting  principally  (1) a increase in
consulting  expenses,   associated  with  a  one-year  agreement  with  Pinnacle
Corporate  Service,  LLC engaged to assist our  management  with (a)  assistance
and/or  preparation  of financial,  strategic and business  plan,  (b) assist on
recruiting key  management and members of the board of directors,  (c) assist in
the  implementation  of short and  long-term  strategic  planning  and  business
development  initiatives,  and (d) other general business matters, (2) $3,000 in
consulting  fees for investor  relations  services we paid with 20,000 shares of
common stock,  and (3) an increase in legal and accounting  expenses  associated
with  compliance  with  SEC  matters  and  the  completion  of our  registration
statement, which was declared effective August 6, 2003.

         Advertising  and promotion  expense  increased  slightly from $7,929 in
2002 to  $8,519 in 2003,  or a 7%  increase,  reflecting  a  decreased  level of
outside  advertising  and  promotion,  while  relying  more and  more on  direct
customer sales contacts by our sales staff.

         Salaries and benefits  increased  from  $153,204 in 2002 to $171,437 in
2003, or a 12% increase,  reflecting the constant level of total  administrative
compensation, including donated services by our CFO and President.

         Rent & leases  expense  decreased  from  $16,351  in 2002 to $11,386 in
2003, or a 30% decrease, reflecting a lower rental cost of our new facilities as
well as a reduction of common area  maintenance  costs  compared to the previous
leased offices.

         Travel & entertainment  substantially  increased from $1,850 in 2002 to
$5,887 in 2003, or a 218% increase, reflecting the increased effort by our staff
to market our services and our CEO attending  staffing industry  conventions and
seminars.


                                       13
<PAGE>


         Taxes & licenses increased from $9,384 in 2002 to $14,178 in 2003, or a
51%  increase,  reflecting  an  increase  of costs  previously  associated  with
licensing our company in Nevada as well as Florida.

         General and  administrative  expenses increased from $43,057 in 2002 to
$73,921 in 2003 or a 72%  increase.  Changes in the major  components of general
and  administrative  expenses  for the nine months ended  September  30, 2002 to
September  30,  2003  were  from  expenses   incurred  for  the  change  in  our
infrastructure to assist in our growth for the third and fourth quarters.  These
changes allowed for additional  client customer  service and market  penetration
for our existing clients.

COMPARISON OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002.

         Comparison of operations of our Company is as follows:

         The net loss  increased  from $39,044 for three months ended  September
30, 2002 to $168,100 or a 331%  increase for three months  ended  September  30,
2003. The major factors contributing to this increase are legal and professional
expenses  associated  with compliance with SEC matters and the completion of our
registration statement.

         Revenues  for three months ended  September  30, 2002  compared to 2003
increased from $118,427 to $220,961, or an 87% increase,  reflecting an increase
in business recovery and our aggressive marketing efforts.

         For the  three  months  ended  September  30,  2003 and 2002 the  major
categories of expenses, as a percent of revenue were as follows:

                                                      2003       2002
                                                     ------     ------
          Legal & professional                          33%         5%
          Advertising & promotion                        2%         3%
          Salaries & benefits                           31%        41%
          Taxes & licenses                               4%         2%
          Rent & leases                                  3%         0%
          Travel & entertainment                         1%         1%
          Administrative expenses                       21%        12%

         Legal & professional  expense  increased from $5,964 in 2002 to $71,878
in 2003 or a 946% increase,  reflecting principally (1) a increase in consulting
expenses,  associated with a one-year agreement with Pinnacle Corporate Service,
LLC engaged to assist our management with (a) assistance  and/or  preparation of
financial,  strategic and business plan, (b) assist on recruiting key management
and members of the board of directors, (c) assist in the implementation of short
and long-term strategic planning and business development  initiatives,  and (d)
other  general  business  matters,  (2) $3,000 in  consulting  fees for investor
relations  services  we paid with  20,000  shares of  common  stock,  and (3) an
increase in legal and accounting  expenses  associated  with compliance with SEC
matters and  principally  due to the completion of our  registration  statement,
which was declared effective August 6, 2003.

         Advertising and promotion  expense  increase was nominal from $3,441 in
2002 to $3,433 in 2003, or a .2% increase, reflecting the concentrated effort of
our management to control costs and expenses.

         Salaries  and  benefits  increased  from  $48,765 in 2002 to $67,694 in
2003,  or a 39%  increase,  reflecting  an increase in  officers'  compensation,
including  donated  services by our CFO and President and  reflecting the higher
compensation being paid to our CEO starting February 2003.

         Taxes & licenses  increased  from $2,521in 2002 to $8,485 in 2003, or a
237%  increase,  reflecting  additional  costs of licensing in Nevada as well as
Florida paid during the quarter ended September 30, 2003.

         Rent & leases  expense  increased  from $0 in 2002 to  $7,101  in 2003,
reflecting the new lease and the cost of our new facilities.



                                       14
<PAGE>

         Travel & entertainment increased from $1,243 in 2002 to $2,399 in 2003,
or a 93%  increase,  reflecting  the  concentrated  effort of our  management to
market our services while controlling costs and expenses.

         General and  administrative  expenses increased from $13,872 in 2002 to
$47,490 in 2003 or a 242% increase.  Changes in the major  components of general
and  administrative  expenses from the three months ended September 30, 2002 and
September  30,  2003  were  from  expenses   incurred  for  the  change  in  our
infrastructure to assist in our growth for the third and fourth quarters.  These
changes allowed for additional  client customer  service and market  penetration
for our existing clients.

LIQUIDITY AND CAPITAL RESOURCES

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003

         For the nine months ended  September 30, 2003 we incurred a net loss of
$287,095.  Of this  loss,  $127,989  did not  represent  the use of cash.  These
consist of depreciation  ($4,656) and services donated by our officers ($9,000),
as well as expensing of prepaid consulting expenses ($88,666) and prepaid salary
for our CEO  ($25,667),  the last two of which resulted from the issuance of our
common stock.  Changes in accounts receivable,  prepaid and other expenses,  and
bank overdraft,  offset by increases in accounts payable,  payroll,  salary, and
other  accruals  brought  the total  cash  provided  by  operations  to  $8,809.
Additionally we used $14,488 to purchase computer equipment, software and office
equipment during this period.

         Our average  monthly  revenue for each of the four quarters of 2002 was
$28,500,  $33,200,  $39,500, and $54,500,  respectively,  and has increased to a
monthly average of $87,986,  $92,306 and $73,654 for the first, second and third
quarters of 2003,  respectively.  This increase in our average monthly  revenues
and  business  activity  increase in recent  months is a result of our  flexible
staffing  employees  increasing  from 42 during the three months ended September
2002 to 149 for the nine months ended September 30, 2003.

         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 us.

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003

         For the three months ended September 30, 2003 we incurred a net loss of
$168,195. Of this loss, $48,200 did not represent the use of cash. These consist
of depreciation  ($2,325) and services donated by our officers ($3,000), as well
as expensing of prepaid consulting expenses ($33,250) and prepaid salary for our
CEO  ($9,625),  the last two of which  resulted  from the issuance of our common
stock.  Changes in accounts  receivable,  prepaid and other  expenses,  and bank
overdraft,  offset by increases in accounts payable,  payroll, salary, and other
accruals brought the total cash provided by operations to $17,311.

         During the three  months  ended  September  30,  2003,  we  borrowed an
additional  $5,000 on our $50,000 line of credit from Mercantile Bank,  bringing
to the amount we have drawn down to  $26,000,  therefore,  we $24,000  remaining
available to us. The line of credit is payable on demand,  with  interest at the
rate of 3% above Mercantile Bank's prime rate (their current prime rate is 4.0%)
per annum,  payable monthly.  The line of credit is secured by Resolve's general
credit and is personally guaranteed by William A. Brown, the Company's executive
vice-president.


                                       15
<PAGE>


ITEM 3.  CONTROLS AND PROCEDURES

As required by Rule 13a-15 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.



                                       16
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES

         In October,  2003, we issued 21,000 shares of our common stock to three
employees of our Company. The shares were issued pursuant to Section 4(2) of the
Securities Act.

         In October,  2003,  we issued  15,000  shares of our common  stock to a
director of our Company.  The shares were issued pursuant to Section 4(2) of the
Securities Act.

         In October,  2003,  we issued  2,500  shares of our common  stock to an
unrelated  individual,  for her  agreement in extending  the maturity  date of a
promissory  note we own to her. The shares were issued  pursuant to Section 4(2)
of the Securities Act.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  Exhibit 31.1      Certification  by  Wanda  D.  Dearth,  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   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  Wanda  D.  Dearth,  Chief
                                    Executive  Officer  pursuant  to  18  U.S.C.
                                    Section 1350, as adopted pursuant to Section
                                    906 of the Sarbanes-Oxley Act of 2002.

                  Exhibit 32.2      Certification   by   Michael   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

DATE                               EVENT(S) REPORTED

September 26, 2003                 Change in registrant's certifying accountant.



                                       17
<PAGE>



                                   SIGNATURES

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

                                            RESOLVE STAFFING, INC.



Dated:  November 19, 2003                   /s/ Wanda D. Dearth
                                            ------------------------------------
                                            By: Wanda D. Dearth
                                            Chief Executive Officer (principal
                                            executive officer), director

                                            /s/ Donald E. Quarterman, Jr.
Dated:  November 19, 2003                   ------------------------------------
                                            By: Donald E. Quarterman, Jr.
                                            President, Director

Dated:  November 19, 2003                   /s/ Michael Knox
                                            ------------------------------------
                                            By: Michael Knox
                                            Chief Financial Officer (principal
                                            accounting officer)





                                       18