<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                 Amendment No. 1
                                       to
                                  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, 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 August 21, 2003, there
were outstanding  6,100,069  shares of common stock,  par value $0.0001,  and no
shares of preferred stock.



<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL STATEMENTS

The accompanying  unaudited financial statements of Resolve Staffing,  Inc. have
been prepared in accordance with accounting principles generally accepted in the
United  States  of  America  for  interim  financial  information  and  with the
instructions to Form 10-QSB and Rule 10-01 of Regulation  S-X. All  adjustments,
which,  in the opinion of management,  are necessary for a fair  presentation of
the financial condition and results of operations, have been included. Operating
results  for the three  months  and six months  ended June 30,  2003 and are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2003.



                                           INDEX TO FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
<S>      <C>                                                                                             <C>
         Consolidated balance sheets as of June 30, 2003 (unaudited) and
                  December 31, 2002                                                                       3

         Consolidated statements of operations for the three months and six months
         ended June 30, 2003 and 2002                                                                     4

         Consolidated statements of cash flows for the three months and six months
         ended June 30, 2003 and 2002                                                                     5

         Consolidated statements of stockholders' equity for the three months and six ended
         June 30, 2003 (unaudited) and for the year ended December 31, 2002                               6

         Notes to consolidated financial statements                                                       7

</TABLE>




                                       2
<PAGE>

<TABLE>
<CAPTION>
                                              RESOLVE STAFFING, INC.
                                            CONSOLIDATED BALANCE SHEETS
                                  JUNE 30, 2003 (UNAUDITED) AND DECEMBER 31, 2002



                    ASSETS                                                                 2003                    2002
                                                                                   ---------------------    -------------------
<S>                                                                                             <C>                     <C>
CURRENT ASSETS
    Cash and cash equivalents                                                      $                  -     $                -
    Accounts receivable, net of allowance for bad
         debts of $4,500 for 2003 and $4,500 for 2002                                           102,609                 89,674
    Prepaid and other assets                                                                    110,069                 82,790
                                                                                   ---------------------    -------------------
        Total current assets                                                                    212,678                172,464
                                                                                   ---------------------    -------------------

PROPERTY AND EQUIPMENT
    Property and equipment                                                                       42,870                 28,382
    Less: Accumulated depreciation                                                               16,346                 14,015
                                                                                   ---------------------    -------------------
        Net property and equipment                                                               26,524                 14,367
                                                                                   ---------------------    -------------------

                  TOTAL ASSETS                                                     $            239,202     $          186,831
                                                                                   =====================    ===================


                                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable                                                                $            49,868     $           43,386
    Bank overdraft                                                                               11,654                  9,712
    Accrued salaries                                                                             23,187                      -
    Accrued payroll taxes                                                                         5,216                 10,803
    Notes payable and line of credit                                                             90,291                 40,000
    Debentures payable                                                                                -                 11,150
    Note payable - related party                                                                 67,000                      -
    Loan payable - related parties                                                               22,761                  7,760
    Other current liabilities                                                                    12,278                  7,935
                                                                                   ---------------------    -------------------
        Total current liabilities                                                               282,255                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 - 6,100,069
     shares; 2002 - 4,821,069 shares                                                                610                    482
    Paid-in capital                                                                             920,962                737,190
    Less: Stock compensation                                                              (    100,042)                      -
    Retained earnings (deficit)                                                           (    864,583)         (      745,587)
                                                                                   ---------------------    -------------------
             Total stockholders' equity (deficit)                                         (    (43,053)         (        7,915)
                                                                                   ---------------------    -------------------

    TOTAL LIABILITIES AND STOCKHOLDERS'
    EQUITY (DEFICIT)                                                               $           239,202      $          186,831
                                                                                   =====================    ===================

</TABLE>


              See accompanying notes to these financial statements.

                                       3
<PAGE>



<TABLE>
<CAPTION>
                                              RESOLVE STAFFING, INC.
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                             FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002

                                                            THREE MONTHS ENDED                       SIX MONTHS ENDED
                                                                 JUNE 30,                                JUNE 30,
                                                         2003                 2002               2003                2002
                                                    ----------------     ---------------    ----------------    ----------------
<S>                                                 <C>                  <C>                <C>                 <C>
SERVICE REVENUES                                    $       276,920      $       99,564     $       539,166     $       185,104

DIRECT COST OF SERVICES                                     205,511              77,066             404,422             132,524
                                                    ----------------     ---------------    ----------------    ----------------

GROSS MARGIN                                                 71,409              22,498             134,744              52,580

OPERATING EXPENSES
     Legal & professional fees                               66,333              48,971              95,292             102,356
     Advertising/Promotion                                    3,275               1,841               5,086               4,489
     Salaries and benefits                                   62,027              55,315             103,743             104,440
     Payroll taxes                                            3,864               3,526               5,693               6,663
     Rent & leases                                            2,958               7,024               7,835              16,351
     Travel & entertainment                                   2,747                   -               4,172                 607
     Administrative expenses                                 15,809              12,644              28,666              29,184
                                                    ----------------     ---------------    ----------------    ----------------
           Total operating expenses                         157,013             129,321             250,487             264,290
                                                    ----------------     ---------------    ----------------    ----------------

 LOSS FROM OPERATIONS                                   (    85,604)        (   106,823)        (   115,743)        (   211,710)

OTHER INCOME (EXPENSES)
      Interest and other income                                   -                 240                   -                 240
      Interest expense                                  (       963)        (     5,696)        (     3,252)        (     7,498)
                                                    ----------------     ---------------    ----------------    ----------------
          Net other income (expenses)                   (       963)        (     5,456)        (     3,252)        (     7,258)
                                                    ----------------     ---------------    ----------------    ----------------

NET INCOME (LOSS)                                   $   (    86,567)     $  (   112,279)    $   (   118,995)    $   (   218,968)
                                                    ================     ===============    ================    ================

LOSS PER SHARE
     Basic                                          $          (.01)     $        (.17)     $          (.02)    $          (.58)
                                                    ================     ===============    ================    ================

     Fully diluted                                  $          (.01)     $        (.17)     $          (.02)    $          (.58)
                                                    ================     ===============    ================    ================

AVERAGE NUMBER OF SHARES OUTSTANDING
     Basic                                               6,046,069             664,705           5,605,029              374,863

                                                    ================     ===============    ================    ================

     Fully diluted                                       6,046,069             664,705           5,605,029              374,863

                                                    ================     ===============    ================    ================

</TABLE>


              See accompanying notes to these financial statements.

                                       4
<PAGE>

<TABLE>
<CAPTION>


                                              RESOLVE STAFFING, INC.
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                             FOR THE THREE AND SIX MONHTS ENDED JUNE 30, 2003 AND 2002

                                                             THREE MONTHS ENDED                       SIX MONTHS ENDED
                                                                  JUNE 30,                                JUNE 30,
                                                          2003                2002                2003                2002
                                                     ---------------     ---------------    -----------------    ----------------
<S>                                                     <C>              <C>                <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net (loss)                                       $ (     86,567)     $    ( 112,279)    $  (     118,995)    $      (218,967)
    Adjustments to reconcile net loss to cash
    used in operating activities:
        Depreciation                                          1,207                   -                2,331               1,480
        Interest converted to capital stock                       -                   -                    -                 251
        Contributed services                                  3,000              21,400                6,000              41,200
        Common stock issued for services                      3,000                   -              174,500                   -
        Less: Unearned stock compensation                    42,874                   -        (     100,042)                  -
    Decrease (increase) in current assets:
        Accounts receivable                                  19,744             (2,424)        (      12,935)        (    23,942)
        Prepaid and other assets                       (    15,258)               2,033        (      27,279)        (    86,471)
    Increase (decrease) in current liabilities:
        Accounts payable                                      5,863              28,770                6,482              14,875
        Bank overdraft                                       11,654                   -                1,942                   -
        Salary accrual                                            -                   -               23,187                   -
        Payroll taxes accrual                          (      7,926)          (   4,869)       (       5,587)        (    15,249)
        Other current liabilities                             2,840                 766                7,342               1,952
                                                     ---------------     ---------------    -----------------    ----------------
           Total adjustments                                 66,998              45,688               75,941         (    65,904)
                                                     ---------------     ---------------    -----------------    ----------------

    Net cash (used) by operating activities            (    19,569)            (66,591)        (      43,054)        (   284,871)
                                                     ---------------     ---------------    -----------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment                 (    10,088)                   -        (      14,488)                   -
                                                     ---------------     ---------------    -----------------    ----------------
    Net cash (used) by investing activities            (    10,088)                   -        (      14,488)                   -
                                                     ---------------     ---------------    -----------------    ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from insurance financing                      25,000                    -               48,594              93,061
     Repayments of insurance financing                 (    12,890)             (24,263)       (      19,303)            (55,120)
     Proceeds from line of credit                           21,000                    -               21,000                   -
     Loan from stockholders, net                            (2,099)                   -               15,001             163,996
     Repayments of debenture payable                        (7,750)                   -        (       7,750)             22,096
                                                     ---------------     ---------------    -----------------    ----------------
     Net cash provided by financing activities              23,261               61,333               57,542             304,033
                                                     ---------------     ---------------    -----------------    ----------------

NET INCREASE (DECREASE) IN CASH                        (     6,396)          (    5,258)                   -              19,162

CASH, BEGINNING OF THE PERIOD                                6,396               43,887                    -              19,467
                                                     ---------------     ---------------    -----------------    ----------------

CASH, END OF THE PERIOD                                         -        $      38,629      $              -     $        38,629
                                                     ===============     ===============    =================    ================


</TABLE>



              See accompanying notes to these financial statements.

                                       5
<PAGE>


<TABLE>
<CAPTION>

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

                                                  COMMON STOCK                  PAID-IN            RETAINED
                                              SHARES             AMOUNT         CAPITAL            DEFICIT               TOTAL
                                          --------------    --------------   --------------   ------------------    ---------------
<S>                                             <C>                    <C>         <C>              <C>                  <C>
BALANCE, JANUARY 1, 2002                         83,334                 8          425,467          (   407,403)            18,072

Issuance of common stock for services             3,333                 -              100                    -                100

Issuance of common stock in conversion
of debentures                                   248,367                25            7,426                    -              7,451

Donated services                                      -                 -           82,550                    -             82,550

Contributed capital by shareholder                    -                 -           22,096                    -             22,096

Issuance of common stock for cash,
notes and debt                                5,000,000               500          199,500                    -            200,000

Cancellation of common stock                (   513,965)     (         51)              51                    -                  -

Net loss during period                                -                 -                -          (   338,184)        (  338,184)
                                          --------------    --------------   --------------   ------------------    ---------------

BALANCE, DECEMBER 31, 2002                    4,821,069               482          737,190          (   745,587)        (    7,915)

Issuance of common stock for services -
Pinnacle Corp. Services                         950,000                95          132,905                    -            133,000

Issuance of common stock for services
of CEO                                          275,000                28           38,472                    -             38,500

Donated services - Officers                           -                 -            3,000                    -              3,000

Net loss during the period                            -                 -                -              (32,429)           (32,429)
                                          --------------    --------------   --------------   ------------------    ---------------
BALANCE, MARCH 31, 2003 (UNAUDITED)           6,046,069               605          911,567          (   778,016)           134,156

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                           -                 -            3,000                    -              3,000

Less: Stock compensation                              -                 -                -                    -         (  100,042)

Net loss during period                                -                 -                -          (    86,567)        (   86,567)
                                          --------------    --------------   --------------   ------------------    ---------------
BALANCE, JUNE 30, 2003 (UNAUDITED)            6,100,069     $         610    $     920,962    $     (   864,583)    $   (   43,053)
                                          ==============    ==============   ==============   ==================    ===============

</TABLE>


              See accompanying notes to these financial statements.

                                       6
<PAGE>



                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Nature of Operations
--------------------

Resolve Staffing, Inc., formerly Columbialum Staffing, Inc., was organized under
the laws of the State of Nevada on April 9, 1998. Integra Staffing, Inc., was
organized under the laws of the State of Florida corporation on August 16, 1999
(collectively referred to as "Resolve").

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

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

Principles of Consolidation
---------------------------

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

Basis of Accounting
-------------------

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

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

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


                                       7
<PAGE>



                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003

NOTE B - PREPAID EXPENSES & OTHER ASSETS

At June 30, 2003 and December 31, 2002,  the  components  of Prepaid  Expenses &
Other Assets are summarized as follows:
<TABLE>
<CAPTION>
                                                                              2003               2002
                                                                     ------------------ ------------------
<S>                                                                         <C>                 <C>
                 Prepaid insurance                                   $         101,392  $          78,275
                 Prepaid interest                                                1,162                  -
                 Legal retainer                                                  3,000                  -
                 Trademark                                                       2,325              2,325
                 Deposits                                                        2,190              2,190
                                                                     ------------------ ------------------
                 Total                                               $         110,069  $          82,790
                                                                     ================== ==================
</TABLE>

In February 2002, Resolve financed its insurance premiums of $93,861,  including
its workers  compensation  insurance,  with monthly to payments of approximately
$8,088 per month through November 2002. The Company estimated its future payroll
for the current policy year ending February 2003, on the assumption that certain
growth and/or an acquisition  would be consummated  during the year,  neither of
which  has  occurred.  The  prepaid  insurance  includes  an  estimated  $55,000
overpayment on its workers compensation  premiums,  which the Company expects to
receive in September 2003.

In February 2003,  Resolve financed its current  insurance  premiums of $23,594,
including  its  workers  compensation  insurance,  with  monthly to  payments of
approximately $2,148 per month through November 2003, including interest at 9.5%
per annum.

In June 2003,  Resolve financed its officers and directors  liability  insurance
premiums of $20,000,  after a down  payment of $5,000 with  interest at 7.5% per
annual, in monthly installments of $2,300 through April 2004.

In February 2003,  the Resolve issued stock in exchange for one-year  consulting
services to a company  partially  owned by Don  Quarterman,  its  president  and
William A. Brown, its executive vice-president valued at $133,000.  Resolve also
issued stock to Wanda D. Dearth,  its Chief Executive  Officer valued at $38,500
in connection with her compensation agreement. These amounts are being charge to
expense pro-rata over 12 months.  The remaining  outstanding  amount of $100,042
was  recorded  as a contra  account  to  equity  in the  accompanying  financial
statements.


NOTE C - PROPERTY AND EQUIPMENT

Property and  equipment as of June 30, 2003 and December 31, 2002 is  summarized
as follows:

<TABLE>
<CAPTION>
                                                                          2003                  2002
                                                                  -----------------     -----------------
<S>                                                                      <C>                    <C>
       Computer software                                          $         11,240      $          5,590
       Computers                                                            11,766                 6,187
       Furniture and fixtures                                                5,079                 5,079
       Office equipment                                                     12,542                11,576
                                                                  -----------------     -----------------
                                                                            40,627                28,382
       Less accumulated depreciation                                       (16,346)              (14,015)
                                                                  -----------------     -----------------
            Net property and equipment                            $         24,281      $         14,367
                                                                  =================     =================

</TABLE>

Depreciation  expense for the six months  ended June 30, 2003 and the year ended
December 31, 2002 was $2,331 and $5,813, respectively.


                                       8
<PAGE>



                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003

NOTE D - 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 4.25%) 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.  As of June 30, 2003,
Resolve has drawn down $21,000 on the line of credit, therefore, $29,000 remains
available.


NOTE E - CONVERTIBLE DEBENTURES AND NOTES PAYABLE

Convertible Debentures Due June 30, 2003

On December 6, 2001, Resolve borrowed $11,150 from related  individuals  secured
by a 6% convertible  debenture due June 30, 2003. The debentures are convertible
into  Resolve's  $0.0001 par value common  stock at $0.10 per share  through the
debenture's  maturity date. By June 25, 2003, the last day prior to its maturity
that the debenture  holders could give notice of conversion,  debenture  holders
representing 34,000 shares provided notice of conversion to Resolve. The Company
issued  34,000  shares  of its  common  stock  in  exchange  for the  debentures
converted.  On June 25, 2003,  the remaining  debentures  were  re-purchased  by
Resolve for $8,575, including accrued interest of $825.

Note Payable
------------

During  May and June  2002,  Resolve  obtained  loans  from  Barbara  Green,  an
unrelated individual, and on June 3, 2002 Resolve formalized the advances with a
promissory note for the total advances of $40,000. The note includes interest at
12% per annum  payable  quarterly  in  arrears,  and is secured by the  accounts
receivable of the Company. The Company is current in its interest payments.  The
note's maturity has been extended to October 3, 2003.

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 F -  ISSUANCE OF COMMON STOCK

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 April 15, 2003,  Resolve issued 125,000 shares of its restricted common stock
to its former  attorney for future  legal  services.  Subsequently,  the Company
decided to change legal counsel and no longer required these legal services. The
certificate  representing  the 125,000  shares was returned and cancelled by the
Company.


NOTE G -  CASH FLOW SUPPLEMENTAL INFORMATION

Cash paid for  interest  during the three  months  ended June 30,  2003 and 2002
amounted to $5,790 and $447 respectively.


                                       9
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2003


NOTE  H -  NON-CASH TRANSACTIONS

During three months ended June 30, 2003,  the  following  non-cash  transactions
were recorded:

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

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

         3.       Resolve issued 125,000 shares of common stock to its former
                  attorney for future legal services. Since these services were
                  no longer needed, the certificate representing these shares
                  was returned and cancelled.

         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.


NOTE I - RELATED PARTY TRANSACTIONS

During the three months ended June 30, 2003,  the  Company's  officers  provided
services to Resolve valued at $3,000, which were donated to Resolve.

NOTE J - LOSS PER SHARE

Resolve has reported  basic loss per share based on the weighted  average number
of shares outstanding for the each period presented. Resolve cannot report fully
diluted  loss per share  including  the  shares  reserved  for the  issuance  of
4,256,600 common shares upon conversion of warrants, even though they are common
stock  equivalents,  as the effect would be anti-dilutive.  Resolve will include
the effect of this dilution in the calculation of fully diluted  earnings (loss)
per share only upon actual conversion or the extent they are not anti-dilutive.


NOTE K - 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.



                                       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, 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.



                                       11
<PAGE>



CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our  significant  accounting  policies are more fully described in Note A to the
financial  statements.  However,  certain  accounting  policies are particularly
important to the  portrayal of the Company's  financial  position and results of
operations  and  require  the   application  of  significant   judgment  by  our
management;  as a result they are subject to an inherent  degree of uncertainty.
In  applying  these  policies,  Resolve's  management  uses  their  judgment  to
determine the appropriate assumptions to be used in the determination of certain
estimates.  Those  estimates are based on our  historical  operations,  terms of
existing  contracts,  our  observance  of  trends in the  industry,  information
provided by our customers and information  available from other outside sources,
as appropriate. Our significant accounting policies include:

o        REVENUE  COST  RECOGNITION.  We record our  service  revenues  from our
         customers  at the time our  temporary  employees  perform  services  on
         customer  assignments.  We record revenues from permanent  placement at
         the time the  customer  agrees to hire a  candidate  we supply to them.
         Consistent  with  industry  practice,  we are at risk for all  employee
         salaries  and wages,  employment-related  taxes,  workers  compensation
         insurance and other benefits we provide to the employee, whether or not
         we are able to collect our accounts receivable from our customers.

o         ALLOWANCE  FOR  UNCOLLECTIBLE  ACCOUNTS  RECEIVABLE.  We estimate  and
          provide an allowance for uncollectible  accounts based on analysis and
          age of our open accounts, our experience with the particular customer,
          our own  historical  experience  with  bad  debts,  as  well as  other
          information obtained from outside sources.

o        WORKERS  COMPENSATION  INSURANCE.  The cost of our workers compensation
         insurance is based on premiums  determined by our insurance carrier for
         the particular type of service our employees  provide to our customers,
         modified  by  a  factor  computed  based  on  our  claims  history.   A
         deterioration  in our  claims  experience  would  result  in  increased
         insurance  costs for future salary and wages base.  Although we attempt
         to  estimate  our  future   liability,   often  it  is  the  result  of
         unanticipated claims for work related injuries.

o        LONG-LIVED  ASSETS.  We depreciate  property and equipment and amortize
         patents over the respective asset's estimated useful life. We determine
         the useful lives of each asset based of how long we determine the asset
         will  generate  revenue or has a useful  economic  life.  We review the
         remaining  useful  life of our assets  annually to  ascertain  that our
         estimate  is  still  valid.  If we  determine  the  useful  lives  have
         materially  changed,  we either change the useful life of the assets or
         we may write the asset off  completely  if we  determine  the asset has
         exhausted its useful life.

o        INCOME  TAXES.  As part  of the  process  of  preparing  our  financial
         statements,  we are required to estimate our income taxes. This process
         involves  estimating  our actual  current tax  exposure  together  with
         assessing temporary  differences  resulting from differing treatment of
         specific  items,  such as  depreciation,  allowance  for  uncollectible
         accounts  receivable and others.  These differences  result in deferred
         tax assets and  liabilities.  We then  assess the  likelihood  that our
         deferred tax assets will be recovered from future taxable  income,  and
         to the extent we believe that recovery is not likely, we must establish
         a valuation allowance. To the extent we establish a valuation allowance
         or  increase  the  allowance  in a period,  we must  include an expense
         within the tax  provision in the statement of  operations.  To date, we
         have  recorded  a  valuation  allowance  for the  entire  amount of our
         deferred  tax assets due to the  uncertainty  of our ability to utilize
         them. In the event that actual results  differ from these  estimates or
         we adjust these estimates in future  periods,  we may need to establish
         or adjust an additional  valuation  allowance,  which could  materially
         impact our financial position and results of operations.




                                       12

<PAGE>



RESULTS OF OPERATIONS

COMPARISON OF CONSOLIDATED OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND
2002.

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

     The net loss  decreased from $218,968 for six months ended June 30, 2002 to
$118,995 or a 46% decrease for six months ended June 30, 2003. The major factors
contributing  to  this  decrease  are  the  general  business  recovery  and our
aggressive  marketing  efforts,  and a marked  decrease in legal and  accounting
expenses of $11,000.

     Revenues for six months ended June 30, 2002 compared to 2003 increased from
$185,104  to  $539,166 or a 191%  increase,  reflecting  an increase in business
recovery and our aggressive  marketing efforts.  All of our revenues for the six
months  ended June 30,  2003 and 2002 were  generated  entirely  from  providing
workers to our customers.

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

                                                    2003             2002
                                              ---------------------------------
Legal & professional                                18%               55%
Advertising & promotion                              1%                2%
Salaries & benefits                                 19%               56%
Taxes & licenses                                     1%                0%
Rent & leases                                        1%                9%
Travel & entertainment                               1%                4%
Administrative expenses                              5%               16%

         Legal & professional expense decreased from $102,356 in 2002 to $95,292
in 2003 or a 7% decrease,  reflecting  principally  (1) a increase in consulting
expenses  of  $10,800,  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  matter we paid with 20,000  shares of
common  stock,  and (3) a decrease of $21,256 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  increased  slightly from $4,489 in
2002 to $5,086 in 2003,  reflecting a decreased level of outside advertising and
promotion,  while relying more and more on direct customer sales contacts by our
sales staff.

         Salaries and benefits  decreased  from  $104,440 in 2002 to $103,743 in
2003, or a 1% decrease,  reflecting the constant  level of total  administrative
compensation,  including donated services our CFO and by our president.  General
office salaries  decreased by $6955 due to employing one less a part time office
clerk.  Officers'  salaries  increased  by  $6,258  resulting  to the  increased
compensation level of our CEO according to our agreement with her.

         Rent & leases expense decreased from $16,351 in 2002 to $7,835 in 2003,
reflecting a lower rental cost of our new  facilities  as well as a reduction of
common area maintenance costs associated with the previous leased offices.

         Travel &  entertainment  substantially  increased  from $607 in 2002 to
$4,172 in 2003,  reflecting  the  increased  effort  by our staff to market  our
services and principally by our CEO attending a staffing industry convention and
seminars.


                                       13
<PAGE>



         Taxes & licenses  decreased  slightly  from $6,863 in 2002 to $5,693 in
2003,  reflecting a reduction of costs previously  associated with licensing our
company in Nevada as well as Florida.

         General and  administrative  expenses decreased from $29,184 in 2002 to
$26,668 in 2003 or a 9% decrease. Changes in the major components of general and
administrative  expenses for the six months ended June 30, 2002 to June 30, 2003
were as follows: a decease in insurance expenses of $1,227; a increase in public
company  expenses of $1,949 (for filing various  amendments of our  registration
statement); an increase in convention expense of $1,159; an decrease in printing
costs of  $1,195;  a  decrease  in  office  expenses  of  $580;  a  increase  in
depreciation of $851; and a decrease in miscellaneous expenses of $4,727.

COMPARISON OF CONSOLIDATED  OPERATIONS FOR THEE THREE MONTHS ENDED JUNE 30, 2003
AND 2002.

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

         The net loss  decreased  from  $112,279 for three months ended June 30,
2002 to $86,567 or a 23% decrease  for three  months  ended June 30,  2003.  The
major factors  contributing to this decrease are the general  business  recovery
and our aggressive marketing efforts, although operating costs increased 27,691,
due  primarily  to legal and  professional  fees  ($13,962)  and  administrative
salaries and benefits $6,712) as described below.

         Revenues  for  three  months  ended  June  30,  2002  compared  to 2003
increased from $99,564 to $276,920 or a 178% increase, reflecting an increase in
business recovery and our aggressive  marketing efforts. All of our revenues for
the three  months  ended June 30,  2003 and 2002 were  generated  entirely  from
providing workers to our customers.

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

                                                   2003             2002
                                              ---------------------------------
Legal & professional                                24%               49%
Advertising & promotion                              1%                2%
Salaries & benefits                                 22%               56%
Taxes & licenses                                     1%                4%
Rent & leases                                        1%                7%
Travel & entertainment                               2%                0%
Administrative expenses                              5%               13%

         Legal & professional  expense  increased from $48,971in 2002 to $66,333
in 2003 or a 35%  increase,  reflecting  principally  a decrease  in  consulting
expenses of $33,976,  associated with a six-month agreement with Apogee Business
Consultants  engaged to assist our management with services  associated with the
structure and the  requirements of a public  company,  and $3,000 for consulting
services  relating  to  investor  relations  matters.  The  agreement  with  the
consultant expired in June 2002.

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

         Salaries  and  benefits  increased  from  $55,315 in 2002 to $62,027 in
2003, or a 12% increase,  reflecting  an increase in officers'  compensation  of
$12,475,  including  donated services our CFO and our president,  reflecting the
higher  compensation  being paid to our CEO starting  February 2003.  During the
same  period,  other  administrative  salaries  decreased  by $3,176  due to the
termination of the employment of a part time office clerk.

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

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


                                       14
<PAGE>

         Taxes & licenses  increased  slightly  from $3,337 in 2002 to $1,829 in
2003, reflecting additional costs of licensing in Nevada as well as Florida paid
during the quarter ended June 30, 2003.

         General and  administrative  expenses increased from $12,645 in 2002 to
$15,809 in 2003 or a 25%  increase.  Changes in the major  components of general
and  administrative  expenses  from the three months ended June 30, 2002 to June
30,  2003 were as  follows:  a increase  in  insurance  expenses  of $1,782;  an
increase in public company  expenses of $3,289  (primarily due to filing various
amendments to our  registration  statement);  an increase in computer support of
$2,103;  a increase in depreciation of $1,125;  and a decrease in  miscellaneous
expenses of $5,051.

COMMITMENTS

         During May and June 2002,  we obtained  loans from  Barbara  Green,  an
unrelated individual, in the aggregate amount of $40,000 under a promissory note
extended to October 3, 2003, with interest at the rate of 12% per annum, secured
with our accounts receivable. We are current with the payment of interest of Mr.
Green's  promissory  note.  We intend  to pay the  Barbara  Green  note with the
estimated  $55,000 premium refund due from our insurance carrier for policy year
ended February 2003. We expect to receive this refund in September 2003.

         On  December  31,  2002 we  converted  $67,000 in loans  obtained  from
William A. Brown, our executive vice-president into an unsecured promissory note
due  March  31,  2004,  with  interest  at the  rate  of 5% per  annum,  payable
quarterly. No interest has been paid to date to Mr. Brown.

         In  February  2003,  we  financed  our  current  liability  and workers
compensation  insurance premiums of $23,594,  payable in monthly  installment of
$2,148 through November 2003, with interest at the rate of 9.5% per annum.

         In  June  2003,  we  financed  our  current  officers'  and  directors'
liability insurance premiums of $20,000, after a down payment of $5,000, payable
in monthly  installment of $2,300 through March 2004,  with interest at the rate
of 7.5% per annum.

         In December 2001 we borrowed $11,150 from unrelated individuals secured
by 6% convertible  debentures due June 30, 2003. The debentures were convertible
into shares of our common at $.10 per share  through June 30, 2003.  On June 25,
2003, we repaid $7,750 of these  debentures  plus accrued  interest of $825. The
remaining debentures were converted into 34,000 shares of our common stock.

LIQUIDITY AND CAPITAL RESOURCES

FOR THE SIX MONTHS ENDED JUNE 30, 2003

         For the six  months  ended  June  30,  2003 we  incurred  a net loss of
$115,995. Of this loss, $79,789 did not represent the use of cash. These consist
of depreciation  ($2,331) and services donated by our officers ($6,000), as well
as expensing of prepaid consulting expenses ($55,416) and prepaid salary for our
CEO  ($16,042),  both of which  resulted  from the issuance of our common stock.
Increases  in  accounts  receivable,   prepaid  and  other  expenses,  and  bank
overdraft,  offset by increases in accounts payable,  payroll, salary, and other
accruals  brought the total cash used in operations to $2,091.  Additionally  we
used $12,245 to purchase computer equipment and software 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 $87,400 and $92,300 for the first and second quarter of 2003,
respectively.  Although we have seen our average  monthly  revenues and business
activity increase in recent months, evidenced by our flexible staffing employees
increasing  from 42 during the three months ended  September  2002 to 108 during
the three months ended March 2003,  (149 for the six months ended June 30, 2003)
we expect to continue to incur losses for the foreseeable future.


                                       15
<PAGE>

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

FOR THE THREE MONTHS ENDED JUNE 30, 2003

         For the three  months  ended  June 30,  2003 we  incurred a net loss of
$83,567.  Of this loss, $47,081 did not represent the use of cash. These consist
of depreciation  ($1,206) 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),  both of which  resulted  from the issuance of our common  stock.
Increases  in  accounts  receivable,   prepaid  and  other  expenses,  and  bank
overdraft,  offset by increases in accounts payable,  payroll, salary, and other
accruals brought the total cash used in operations to $21,673.

         During the three months ended June 30, 2003, we borrowed $21,000 on our
$50,000 line of credit from  Mercantile  Bank.  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 4.25%) 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.

PROSPECTIVELY

         We decided to upgrade our computer  system at a cost of $12,018,  which
was completed during early June 2003. We paid 25% down for the upgrade, with the
remainder  payable  at $350 per month  without  interest.  We intend to fund the
remaining costs from operations.

         The  liquidity  needs  of the  Company  for the  remainder  of 2003 are
expected to increase mostly from the Company's operating  activities and in part
from capital  expenditures for computer  equipment.  As of June 30, 2003, we did
not have any cash with which to satisfy our future cash requirements.

         We anticipate a refund of overpaid  workers  insurance of approximately
$55,000 for the policy  period ended  February 22,  2003.  We have  provided the
required  documentation  to  our  insurance  carrier,  who  have  now  completed
insurance policy audit, and are awaiting receipt of our refund.  We were told we
should be receiving the refund in September 2003

         Additionally, on May 14, 2003, we secured a $50,000 line of credit from
Mercantile  Bank,  payable  on  demand,  with  interest  at the rate of 3% above
Mercantile  Bank's  prime rate  (their  current  prime rate is 4.25%) per annum,
payable  monthly.  The line of credit is secured by security  interest in all of
the assets of the Company and is personally  guaranteed by William A. Brown, our
executive  vice-president.  As of August 18, 2003 we have drawn down  $21,000 on
the line of credit, therefore, $29,000 remains available to us.

         At August 18, 2003, we did not have any other material  commitments for
capital expenditures.

ITEM 3.  CONTROLS AND PROCEDURES

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


                                       16
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES

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

         On April 15, 2003,  we issued 20,000  shares of our  restricted  common
stock to Pam Logano, an unrelated  individual,  for consulting services relating
to investor relations  matters.  The shares were issued pursuant to Section 4(2)
of the Securities Act.

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

         On June 30,  2003,  we  issued  34,000  shares of our  common  stock to
debenture  holders in exchange for their 6%  convertible  debenture due June 30,
2003. The shares  underlying  these debentures were included in the registration
statement filed with SEC, and which was declared effective August 6, 2003.

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

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit 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  Cristino  L. Perez,
                                    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  Cristino  L. Perez,
                                    Chief  Financial   Officer  pursuant  to  18
                                    U.S.C.  Section 1350, as adopted pursuant to
                                    Section  906  of the  Sarbanes-Oxley  Act of
                                    2002.

         (b) Reports on Form 8-K

                  None.


                                       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:  August 28, 2003             /s/ Wanda D. Dearth
                                    -------------------------------------
                                    By: Wanda D. Dearth
                                    Chief Executive Officer (principal
                                    executive officer, director)

                                    /s/ Donald E. Quarterman, Jr.
Dated:  August 28, 2003             --------------------------------------
                                    By: Donald E. Quarterman, Jr.
                                    President, Director


                                    /s/ Cristino L. Perez
Dated:  August 28, 2003             --------------------------------------
                                    By:  Cristino L. Perez
                                    Chief Financial Officer (principal
                                    financial & accounting officer, director)


                                       18
<PAGE>



EXHIBIT 31.1

                                  CERTIFICATION

     I, Wanda D. Dearth, Chief Executive Officer, certify that:
1.   I have reviewed this quarterly report on Form 10-QSB/A of Resolve Staffing,
     Inc.;
2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;
3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the small  business  issuer as of, and for,  the periods  presented in this
     report;
4.   The  small  business  issuer's  other  certifying   officer(s)  and  I  are
     responsible  for  establishing  and  maintaining  disclosure  controls  and
     procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
     the small business issuer and have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material  information  relating to the small  business  issuer,
     including  its  consolidated  subsidiaries,  is made  known to us by others
     within those entities,  particularly during the period in which this report
     is being prepared;

     (b) Evaluated the effectiveness of the small business  issuer's  disclosure
     controls and procedures and presented in this report our conclusions  about
     the effectiveness of the disclosure controls and procedures,  as of the end
     of the period covered by this report based on such evaluation; and

     (c)  Disclosed  in this  report any change in the small  business  issuer's
     internal  control over financial  reporting that occurred  during the small
     business  issuer's most recent fiscal quarter (the small business  issuer's
     fourth fiscal  quarter in the case of an annual report) that has materially
     affected,  or is reasonably likely to materially affect, the small business
     issuer's internal control over financial reporting; and

5.   The  small  business  issuer's  other  certifying  officer(s)  and  I  have
     disclosed,  based on our most recent  evaluation  of internal  control over
     financial reporting,  to the small business issuer's auditors and the audit
     committee of the small  business  issuer's  board of directors  (or persons
     performing the equivalent functions):

     (a) All significant  deficiencies and material  weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely  affect the small business  issuer's ability to record,
     process,  summarize and report  financial  information;  and

     (b) Any fraud,  whether or not material,  that involves management or other
     employees  who  have a  significant  role in the  small  business  issuer's
     internal control over financial reporting.

August 28, 2003

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

A SIGNED  ORIGINAL  OF THIS  WRITTEN  STATEMENT  REQUIRED  BY SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002 HAS BEEN PROVIDED TO RESOLVE STAFFING,  INC. AND WILL
BE RETAINED BY RESOLVE  STAFFING,  INC.  AND  FURNISHED  TO THE  SECURITIES  AND
EXCHANGE COMMISSION OR IT STAFF UPON REQUEST.


<PAGE>



EXHIBIT 31.2

                                  CERTIFICATION

     I, Cristino L. Perez, Chief Financial Officer, certify that:
1.   I have reviewed this quarterly report on Form 10-QSB/A of Resolve Staffing,
     Inc.;
2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;
3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the small  business  issuer as of, and for,  the periods  presented in this
     report;
4.   The  small  business  issuer's  other  certifying   officer(s)  and  I  are
     responsible  for  establishing  and  maintaining  disclosure  controls  and
     procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
     the small business issuer and have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material  information  relating to the small  business  issuer,
     including  its  consolidated  subsidiaries,  is made  known to us by others
     within those entities,  particularly during the period in which this report
     is being prepared;

     (b) Evaluated the effectiveness of the small business  issuer's  disclosure
     controls and procedures and presented in this report our conclusions  about
     the effectiveness of the disclosure controls and procedures,  as of the end
     of the period covered by this report based on such evaluation; and

     (c)  Disclosed  in this  report any change in the small  business  issuer's
     internal  control over financial  reporting that occurred  during the small
     business  issuer's most recent fiscal quarter (the small business  issuer's
     fourth fiscal  quarter in the case of an annual report) that has materially
     affected,  or is reasonably likely to materially affect, the small business
     issuer's internal control over financial reporting; and

5.   The  small  business  issuer's  other  certifying  officer(s)  and  I  have
     disclosed,  based on our most recent  evaluation  of internal  control over
     financial reporting,  to the small business issuer's auditors and the audit
     committee of the small  business  issuer's  board of directors  (or persons
     performing the equivalent functions):

     (a) All significant  deficiencies and material  weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely  affect the small business  issuer's ability to record,
     process,  summarize and report  financial  information;  and

     (b) Any fraud,  whether or not material,  that involves management or other
     employees  who  have a  significant  role in the  small  business  issuer's
     internal control over financial reporting.

August 28, 2003

/s/ Cristino L. Perez
-------------------------------------------
Name: Cristino L. Perez
Title: Chief Financial Officer and Director

A SIGNED  ORIGINAL  OF THIS  WRITTEN  STATEMENT  REQUIRED  BY SECTION 302 OF THE
SARBANES-OXLEY  ACT OF 2002 HAS BEEN PROVIDED TO FULLCIRCLE  REGISTRY,  INC. AND
WILL BE RETAINED BY FULLCIRCLE  REGISTRY,  INC. AND FURNISHED TO THE  SECURITIES
AND EXCHANGE COMMISSION OR IT STAFF UPON REQUEST.


<PAGE>



EXHIBIT 32.1



          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Wanda D. Dearth,  the Chief Executive Officer of Resolve Staffing,  Inc. (the
"Company"),  certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350, that to the best of my knowledge:

(1)      the  Quarterly  Report on Form  10-QSB/A  of the Company for the fiscal
         quarter  ended June 30, 2003 (the  "Report")  fully  complies  with the
         requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act
         of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)      the  information  contained  in  the  Report  fairly  presents,  in all
         material respects, the financial condition and results of operations of
         the Company.


Dated: August 28, 2003



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


<PAGE>



EXHIBIT 32.2



          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Cristino L. Perez, the Chief Financial Officer of Resolve Staffing, Inc. (the
"Company"),  certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
18 U.S.C. Section 1350, that to the best of my knowledge:

(1)      the  Quarterly  Report on Form  10-QSB/A  of the Company for the fiscal
         quarter  ended June 30, 2003 (the  "Report")  fully  complies  with the
         requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act
         of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)      the  information  contained  in  the  Report  fairly  presents,  in all
         material respects, the financial condition and results of operations of
         the Company.


Dated: August 28, 2003



                                      /s/ Cristino L. Perez
                                      ------------------------------
                                      Name: Cristino L. Perez
                                      Title: Chief Financial Officer