<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 Amendment No. 3
                                       to
                                  FORM 10-QSB/A

                                   (Mark One)

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002

         [ ]      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)

                           COLUMBIALUM STAFFING, INC.
                            310 East Harrison Street
                              Tampa, Florida 33602
               --------------------------------------------------
              (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 14,  2002 there were
outstanding  5,335,034 shares of common stock, par value $0.0001,  and no shares
of preferred stock.


<PAGE>



Part  I   Financial Information

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 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 nine-month period ended June 30, 2002 and are not necessarily  indicative of
the results that may be expected for the year ended December 31, 2002.

Item  1.  Consolidated Financial Statements

<TABLE>
<S>                                                                                              <C>
         Consolidated balance sheets as of June 30, 2002 and  December 31, 2001                  3

         Consolidated statements of operations for the three and six  months ended
              June 30, 2002 and 2001                                                             4

         Consolidated statements of cash flows for the three and six  months ended
              June 30, 2002 and 2001                                                             5

         Consolidated statements of stockholders' equity for the six months ended
              June 30, 2002                                                                      6

         Notes to consolidated financial statements                                              7
</TABLE>


                                        2


<PAGE>


                             RESOLVE STAFFING, INC.
                           CONSOLIDATED BALANCE SHEETS
                             JUNE 30, 2002 AND 2001


<TABLE>
<CAPTION>
                                                                     (Unaudited)
                                                                       June 30,        December 31,
                    ASSETS                                              2002              2001
                                                                      ---------        ---------
CURRENT ASSETS
<S>                                                                   <C>              <C>
    Cash                                                              $  38,629        $  19,467
    Accounts receivable, net of allowance
         for bad debts                                                   54,011           30,069
    Prepaid and other assets                                             94,788            8,317
                                                                      ---------        ---------
        Total current assets                                            187,428           57,853
                                                                      ---------        ---------

PROPERTY AND EQUIPMENT
    Property and equipment                                               28,382           28,382
    Less: Accumulated depreciation                                        9,682            8,202
                                                                      ---------        ---------
        Net property and equipment                                       18,700           20,180
                                                                      ---------        ---------

                  TOTAL ASSETS                                        $ 206,128        $  78,033
                                                                      =========        =========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    Accounts payable                                                  $  38,573        $  23,698
    Accrued payroll taxes                                                 1,922           17,171
    Insurance financing                                                  37,941               --
    Debentures payable                                                   11,150           18,450
    Notes payable                                                        43,996               --
    Other current liabilities                                             2,593              642
                                                                      ---------        ---------

        Total current liabilities                                       136,175           59,961
                                                                      ---------        ---------

STOCKHOLDERS' EQUITY
    Common stock, $.0001 par value, 50,000,000 shares
      authorized, issued and outstanding: 2002 - 5,335,034
     shares; 2001 - 50,000 shares (restated)                                534                8
    Paid-in capital                                                     695,789          425,467
    Retained earnings (deficit)                                        (626,370)        (407,403)
                                                                      ---------        ---------
             Total stockholders' equity                                  69,953           18,072
                                                                      ---------        ---------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $ 206,128        $  78,033
                                                                      =========        =========
</TABLE>

              See accompanying notes to these financialstatements.

                                        3

<PAGE>

                             RESOLVE STAFFING, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001

<TABLE>
<CAPTION>
                                                 Three Months Ended                 Six Months Ended
                                                      June 30,                           June 30,
                                               2002             2001             2002             2001
                                            ---------        ---------        ---------        ---------
<S>                                         <C>              <C>              <C>              <C>
SERVICE REVENUES                            $  99,564        $ 147,116        $ 185,104        $ 322,991

DIRECT COST OF SERVICES                        77,066          110,073          132,524          241,068
                                            ---------        ---------        ---------        ---------

GROSS MARGIN                                   22,498           37,043           52,580           81,923

OPERATING EXPENSES
     Legal & professional fees                 48,971            2,000          102,356            4,575
     Advertising/Promotion                        841            4,149            4,489           12,341
     Salaries and benefits                     55,315           47,935          104,440           97,342
     Payroll taxes                              3,526            2,881            6,663            9,257
     Penalties                                     --               --               --           19,638
     Rent & leases                              7,023            7,388           16,351           12,320
     Travel & entertainment                        --            2,797              607            4,726
     Administrative expenses                   13,645           16,754           29,184           26,143
                                            ---------        ---------        ---------        ---------
           Total operating expenses           129,321           83,904          264,290          186,342
                                            ---------        ---------        ---------        ---------

 LOSS FROM OPERATIONS                        (106,823)         (46,861)        (211,710)        (104,419)

OTHER INCOME (EXPENSES)
      Interest and other income                   240               --              240               58
      Interest expense                         (5,696)         (11,053)          (7,498)         (13,206)
                                            ---------        ---------        ---------        ---------
          Net other income (expenses)          (5,456)         (11,053)          (7,258)         (13,148)
                                            ---------        ---------        ---------        ---------

NET INCOME (LOSS)                           $(112,279)       $ (57,914)       $(218,968)       $(117,567)
                                            =========        =========        =========        =========
LOSS PER SHARE
     Basic                                  $    (.17)       $   (1.16)       $    (.58)       $   (2.35)
                                            =========        =========        =========        =========
     Fully diluted                          $    (.17)         $(1,16)        $    (.58)       $   (2.35)
                                            =========        =========        =========        =========

AVERAGE NUMBER OF SHARES OUTSTANDING
     Basic                                    664,705           50,000          374,863           50,000
                                            =========        =========        =========        =========

     Fully diluted                            664,705           50,000          374,863           50,000
                                            =========        =========        =========        =========
</TABLE>


              See accompanying notes to these financial statements.

                                        4

<PAGE>

                             RESOLVE STAFFING, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001

<TABLE>
<CAPTION>
                                                          Three Months Ended                 Six Months Ended
                                                                June 30,                          June 30,
                                                         2002             2001             2002             2001
                                                      ---------        ---------        ---------        ---------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                   <C>              <C>              <C>              <C>
    Net (loss)                                        $(112,279)       $ (57,914)       $(218,967)       $(117,567)
    Adjustments to reconcile net loss to cash
    used in operating activities:
        Depreciation                                         --              792            1,480            1,464
        Interest converted to capital stock                  --               --              251               --
        Contributed services                             21,400               --           41,200               --
    Decrease (increase) in current assets:
        Accounts receivable                              (2,422)          40,024          (23,942)           6,070
        Prepaid and other assets                          2,033            1,306          (86,471)           1,167
    Increase (decrease) in current liabilities:
        Accounts payable                                 28,770            8,642           14,875           40,128
        Payroll tax accruals                             (4,869)           8,551          (15,249)         (34,837)
        Other current liabilities                           766             (321)           1,952          (10,627)
                                                      ---------        ---------        ---------        ---------
           Total adjustments                             45,688           58,994          (65,904)           3,365
                                                      ---------        ---------        ---------        ---------
    Net cash (used) by operating activities             (66,591)           1,080         (284,871)        (114,202)
                                                      ---------        ---------        ---------        ---------

CASH FLOWS FROM INVESTING
ACTIVITIES
    Purchase of property and equipment                       --            7,550               --           (7,758)
                                                      ---------        ---------        ---------        ---------
    Net cash (used) by investing activities                  --            7,550               --           (7,558)
                                                      ---------        ---------        ---------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from insurance financing                       --               --           93,061               --
     Repayments of insurance financing                  (24,263)              --          (55,120)              --
     Loan from stockholder, net                          45,596            4,692          163,996          108,306
     Proceeds from sale of common stock                  40,000               --           40,000               --
     Proceeds from note payable                              --               --           40,000               --
     Capital contribution                                    --               --           22,096               --
                                                      ---------        ---------        ---------        ---------
     Net cash provided by financing activities           61,333            4,692          304,033          108,306
                                                      ---------        ---------        ---------        ---------

 NET INCREASE (DECREASE) IN CASH                         (5,258)          (1,778)          19,162          (13,654)

CASH, BEGINNING OF THE PERIOD                            43,887            7,821           19,467           19,697
                                                      ---------        ---------        ---------        ---------

CASH, END OF THE PERIOD                               $  38,629        $   6,043        $  38,629        $   6,043
                                                      =========        =========        =========        =========
</TABLE>


              See accompanying notes to these financial statements.


                                        5

<PAGE>

                             RESOLVE STAFFING, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001


<TABLE>
<CAPTION>
                                         COMMON STOCK               PAID-IN        RETAINED
                                    SHARES          AMOUNT          CAPITAL         DEFICIT           TOTAL
                                   ---------       ---------       ---------       ---------        ---------
<S>                                   <C>          <C>             <C>             <C>              <C>
BALANCE, DECEMBER 31, 2001            83,334       $       8       $ 425,467       $(407,403)       $  18,072

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

Donated services                          --              --          19,800              --           19,800

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

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

Net loss during period                    --              --              --       (106 ,689         (106,689)
                                   ---------       ---------       ---------       ---------        ---------
Balance, March 31, 2002              335,034              33         474,889        (514,091)         (39,169)

Donated services                          --              --          21,400              --           21,400

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

Loss for the period                       --              --              --        (112,279)        (112,279)
                                   ---------       ---------       ---------       ---------        ---------

Balance, June 30, 2002             5,335,034       $     533       $ 695,789       $(626,370)       $  69,953
                                   =========       =========       =========       =========        =========
</TABLE>

              See accompanying notes to these financial statements.

                                        6


<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
for  interim  financial   information  and  the  instructions  to  Form  10-QSB.
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.  In the  opinion  of  management,  the  interim
financial  statements  include all adjustments  considered  necessary for a fair
presentation of the Company's financial position, results of operations and cash
flows for the three and six months ended June 30, 2002. 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, 2001as 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,  was organized on
August 16, 1999 (collectively referred to as "Resolve").

Resolve  Staffing,  Inc.  was in the  development  stage  until its merger  with
Integra Staffing,  Inc. on December 10, 2001. Integra Staffing, Inc. ("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.

Principles of Consolidation

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

Recent Accounting Pronouncements

In June 2001, the FASB issued  Statement of Financial  Accounting  Standards No.
No. 142,  "Goodwill and Other Intangible  Assets".  SFAS No. 142, which includes
the  requirements  to test for  impairment  goodwill  and  intangible  assets of
indefinite  life,  rather than  amortize  them,  is  effective  for fiscal years
beginning  after  December  31,  2001.  Adoption  of this  pronouncement  is not
anticipated  to have a  significant  impact on the  Company.  Intangible  assets
consist of patents'  rights.  These costs are amortized  over a 17-year  period,
their estimated economic life.

In August 2001, the FASB issued SFAS No.144,  "Accounting  for the Impairment or
Disposal of Long-Lived Assets".  SFAS No. 144 replaces SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of".  SFAS  No.  144  retains  the  fundamental  provisions  of SFAS 121 for the
recognition  and  measurement of the impairment of long-lived  assets to be held
and used and the measurement of long-lived assets to be disposed of by sale.

Under SFAS  No.144,  long-lived  assets are  measured  at the lower of  carrying
amount or fair value less cost to sell. The standard became effective on January
1, 2002.  Management  does not  believe  adoption of this  standard  will have a
significant  impact on the results of  operations,  financial  position and cash
flows of the Company.


                                        7

<PAGE>


                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2002

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.  For  purposes of  computation  of loss per share,  the number of shares
outstanding have been retroactively adjusted to reflect Resolve's one-for-thirty
reverse stock split.

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
5,000,000  common  shares upon  conversion  of warrants and 111,500  shares upon
conversion of 6% debentures due June 30, 2003, even though they are common stock
equivalents,  as the effect  would be  anti-dilutive.  Resolve  will include the
effect of this dilution in the calculation of fully diluted  earnings (loss) per
share only upon actual conversion or the extent they are not anti-dilutive.


NOTE B - CONVERTIBLE DEBENTURES PAYABLE

On November 16, 2001,  Resolve  borrowed  $7,300 from an former  shareholders of
Integra and unrelated  individuals  evidenced by a 5% convertible  debenture due
December 31, 2002. On March 30, 2002,  the  debenture  holders  exercised  their
rights under the 6% convertible debenture and converted the debentures,  and the
accrued  interest  thereon,  in exchange for 248,367 shares of Resolve's  common
stock.

On December 6, 2001,  Resolve  borrowed  $11,150 from an  unrelated  individuals
evidenced by a 6%  convertible  debenture  due June 30, 2003.  The  debenture is
convertible  into  Resolve's  $0.001 par value  common  stock at $0.10 per share
through the debenture's maturity date.

NOTE C - SUBORDINATED CONVERTIBLE NOTES

The Board of  Directors  authorized  the issue and sale of its 18%  Subordinated
Convertible  Note due October 1, 2002 in the aggregate  principal  amount of not
more than U.S. $250,000.  Resolve has the option to extend the maturity date for
up to two  successive  three months  periods ending January 1, 2003 and April 1,
2003. The principal amount of the notes are convertible into shares of Resolve's
$0.001 par value common stock at $2 per share. As of March 31, 2002,  notes were
issued in the amount of $100,000.  On June 24, 2002,  the $100,000 in notes were
cancelled in exchange for units,  each  consisting  of one share of common stock
and one purchase warrant at $.04 per unit.

NOTE D - SALE OF SECURITES

On June 24, 2002,  Resolve sold 5,000,000 units, each consisting of one share of
common  stock and one  warrant.  The  consideration  was $.04 per  unit,  for an
aggregate of $200,000. The consideration  consisted of $40,000 in cash, $100,000
in  cancellation  of  promissory  notes,  and $60,000 from the  cancellation  of
certain obligations.

                                        8

<PAGE>


                             RESOLVE STAFFING, INC.
                    NOTES TO CONSOLIDATD FINANCIAL STATEMENTS
                                  JUNE 30, 2002

NOTE E -  SHAREHOLDERS' ACTIONS

On May 28, 2002, by written consent,  the majority of shareholders  voted to (1)
elect two directors,  (2) amend the Articles of  Incorporation to (a) change the
name of the company to Resolve Staffing, Inc., (b) reverse split the outstanding
common stock one-for-thirty,  (c) maintain the par value of the Resolve's common
stock at $.0001  per share,  (d)  restore  the number of shares of common  stock
Resolve is authorized to issue at 50,000,000, and (3) amend Resolve's 2001 Stock
Incentive  Plan to restore  the number of shares  which may be issued  under the
plan to 3,000,000.  All shares disclosures have been  retroactively  adjusted to
reflect the one-for-thirty reversed split.

Additionally,   the  Board  of  Directors  agreed  to  waive  the  anti-dilution
provisions of Resolve's 6%  convertible  debentures due June 30, 2003 and to fix
the conversion price of such debentures at $.10 per share.


NOTE F - RELATED PARTIES TRANSACTIONS

During the period  ended  March 31,  2002,  Resolve  borrowed  $23,000  from its
president,  R. Gale  Porter,  and $35,400 from other  shareholders.  The debt is
evidenced by  unsecured  promissory,  including  interest at the rate of 12% per
annum. The full amount of the notes remain outstanding at March 31, 2002.

During the three months and six months ended June 30, 2002,  the  President  and
Chief Financial Officer provided services to Resolve valued at $21,400 and $-0-,
which were donated to the Company.


NOTE G -  COMMITMENTS

On June 14, 2002,  Resolve  entered into a lease  agreement,  effective  July 8,
2002, for approximately 1,056 square feet of office space, housing its operating
offices,  pursuant to a three-year  lease with an unrelated  landlord,  expiring
June 30, 2005 at $1,106 per month,  plus applicable  Florida sales tax.  Resolve
has the option to renew the lease for two successive  terms under the same terms
and conditions as the original lease.

Resolve  previously  occupied a 1,540  square  feet  office  space,  housing its
operating offices, pursuant to a three-year lease expiring October 30, 2002. The
space has been leased to another tenant, therefore,  Resolve was relieved of any
liability on the remainder of the lease after August 31, 2002.


NOTE H - SUBSEQUENT EVNETS

         On July 27, 2002,  Resolve filed a registration  statement on Form SB-2
with the Securities and Exchange  Commission,  under the Securities Act of 1933,
whereby  6,330,366  shares of common  stock are  being  registered  and  offered
(including 111,500 shares underlying convertible debentures and 5,000,000 shares
underlying the warrants.  The registration has not yet been declared  effective.
The Company is in process of revising the registration statement,  including the
number of shares and warrants being registered.


                                        9

<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Note Regarding Forward Looking Statements

         You  should  read the  following  discussion  in  conjunction  with 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  statements 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, 2001 and to the section  entitled  "Risk  Factors"  contained
herein which identify  important risk factors that could cause actual results to
differ from those contained in the forward looking statements.

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  corporation,  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 September 27, 2001, the our shareholders  entered into a Securities  Exchange
Agreement,  as amended,  to exchange 100% of the issued and  outstanding  common
stock of Integra for an aggregate of  1,500,000  shares of Resolve's  $0.001 par
value common stock.

During the year ended December 31, 2001, Columbialum, Ltd. approved an amendment
its  articles  of  incorporation  to (a)  change  the  name  of the  company  to
Columbialum  Staffing,  Inc.;  (b) reduce the par value of its common  stock and
preferred  stock from $0.01 to $0.001;  (d) increase the number of common shares
we are authorized to issue from  20,000,000 to 50,000,000;  and (e) increase the
number of preferred shares  Columbialum is authorized to issue from 2,000,000 to
10,000,000 shares.

During the year ended December 31, 2001, we adopted a 2001 Equity Incentive Plan
("Incentive  Plan") for the benefit of key  employees  (including  officers  and
employee directors) and consultants of Columbialum and its affiliates. Our Board
of Directors  reserved 3,000,000 shares of the Resolve's $0.001 par value common
stock for grants under the Incentive  Plan.  The  Incentive  Plan is intended to
provide those persons who have substantial responsibility for the management and
growth of Columbialum with additional incentives and an opportunity to obtain or
increase their proprietary interest in Resolve,  encouraging them to continue in
the employ of Resolve.

Subsequent to March 31, 2002, by written  consent,  the majority of shareholders
voted to (1) elect two directors, (2) amend the Articles of Incorporation to (a)
change the name of the company to "Resolve  Staffing,  Inc.," (b) reverse  split
the outstanding common stock  one-for-thirty,  (c) maintain the par value of the
Resolve's  common stock at $.0001 per share, (d) restore the number of shares of
common  stock  Resolve  is  authorized  to issue at  50,000,000,  and (3)  amend
Resolve's 2001 Stock Incentive Plan to restore the number of shares which may be
issued under the plan to 3,000,000.  These actions  became  effective on May 28,
2002.

                                       10

<PAGE>


The Board of  Directors  also agreed to waive the  anti-dilution  provisions  of
Resolve's 6% convertible  debentures due June 30, 2003 and to fix the conversion
price of such debentures at $.10 per share. It is also  negotiating with holders
of 18% subordinated notes to adjust the conversion price of their notes. At this
time no agreement has been reached.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our  significant  accounting  policies are more fully described in Note A to our
financial   statements.   However,   certain  of  our  accounting  policies  are
particularly important to the portrayal of our 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,  our 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,  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 receivable
                  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 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 the assets  annually to
                  ascertain  that our estimate is still  valid.  If we determine
                  the useful lives has materially  changed, we either change the
                  useful  life of the  assets  or in some  cases,  may write the
                  asset if we  determined  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 involved 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 must 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.

                                       11

<PAGE>


         o        We recorded a valuation  allowance  of $112,600 as of December
                  31,  2001 due to  uncertainties  relating  to our  ability  to
                  utilize some of our deferred tax assets,  consisting primarily
                  of net  operating  losses  carried  forward to the period over
                  which they  could be  recoverable.  In the event  that  actual
                  results  differ  from  these  estimates  or  we  adjust  these
                  estimates  in  future  periods,  we may need to  establish  an
                  additional  valuation  allowance which could materially impact
                  our financial position and results of operations.



RESULTS OF OPERATIONS

For the six months ended June 30, 2002

         Revenues  for the six  months  ended  June 30,  2002  compared  to 2001
decreased from $322,991 to $185,104 or a 43% decrease  reflecting a slow down in
the industry and in the economy, especially subsequent to the September 11, 2001
disaster.

         During the same periods  cost of revenues  decreased  from  $241,068 to
$132,524  reflecting  a  commensurate  decrease in relative  costs of  providing
services to our customers.  The major components of costs of revenues  decreased
as  follows:  labor,  $214,189  to  $116,862,   workers  compensation  insurance
increased $3,138 to $3,832, and payroll taxes and benefits $23,743 to $11,830.

         For this periods salaries  increased slightly from $97,342 to $104,440.
The June 30, 2002 salaries  include  $43,200 in donated  services by our CEO and
CFO,  while other  salaries  decreased by $36,102  reflecting  the  commensurate
decrease in revenues.

         During the same periods, legal and professional expenses increased from
$4,575 to $102,356,  reflecting  substantially higher legal expenses incurred to
discharge Company's legal obligations under the Securities Exchange Act of 1934,
and  filing  its  registration  statement  under  the  Securities  Act of  1933,
including mailings to shareholders,  quarterly and annual reports,  and the cost
of auditing  the  Company's  financial  statements  for 2001.  The June 30, 2002
amount also includes $43,350 in consulting fees paid to an unrelated party.

         Additionally, for the same periods, public company expense increased by
$3,929  reflecting  filing fees and expenses in  connection  with the  Company's
filing of compliance reports with the Securities and Exchange  Commission.  Rent
expense  increased  from $12,320 to $16,351  reflecting  the increase in rent as
well as allocation of common area maintenance when we operated two offices.  One
office was closed.  Insurance  increased by $4,296 to $4,927,  reflecting a more
adequate level of coverage than previously available.

         Other expenses  decreased:  Penalties  decreased by $19,638  reflecting
better cash management and better funding. Advertising decreased from $12,341 to
$4,489,  reflecting a cost  reduction  program and a more  targeted  advertising
program, as well as a lower level of operations.



                                       12

<PAGE>


For the three months ended June 30, 2002

         Revenues  for the three  months  ended June 30,  2002  compared to 2001
increased  from $147,116 to $99,564 or a 32% decrease  reflecting a slow down in
the industry and in the economy, especially subsequent to the September 11, 2001
disaster.

         During the same periods  cost of revenues  decreased  from  $110,073 to
$77,066  reflecting  a  commensurate  decrease  in relative  costs of  providing
services to our customers.  The major components of costs of revenues  decreased
as  follows:  labor  decreased  from  $96,509 to $65,653;  workers  compensation
insurance  increased $2,341 to $3,477,  and payroll taxes and benefits decreased
from $10,740 to $7,936.

         For this period  salaries  increased from $47,935 to $55,315.  The June
30, 2002 amount included  $23,400 in services  donated by our CEO and CFO. Other
salaries  actually  decreased by $16,020  reflecting a commensurate  decrease in
revenue activity for the periods..

         During the same period,  legal and professional  expenses  increased by
$40,371,  reflecting  substantially  higher legal expenses incurred to discharge
our legal  obligations  under the  Securities  Exchange  Act of 1934,  including
mailings to shareholders, quarterly and annual reports, and the cost of auditing
the our financial statements for 2001.

 Additionally,  for the same periods, public company expense increased by $2,229
reflecting  filing fees and expenses in connection with the Company's  filing of
compliance reports with the Securities and Exchange Commission. Rent expense for
the periods  remained  substantially  the same.  Insurance  decreased by $3,620,
reflecting a lower level of operations and coverage for the periods. Repairs and
maintenance  expenses  decreased by $1,696  reflecting a lower lever of activity
for the period.

         Other expenses  decreased:  Advertising  decreased $3,308  reflecting a
cost reduction program and a more targeted advertising program.


LIQUIDITY AND CAPITAL RESOURCES

         In March  2002,  our Board of  Directors  authorized  the sale of up to
$250,000 of its 18% Subordinated  Convertible Notes due October 1, 2002. We have
the  option  to  extend  the  maturity  date  for  up to  two  successive  three
month-periods  ending  January 1, 2003 and April 1, 2003.  The holders  have the
option to convert the  principal  and  interest  into our common stock at $2 per
share.  As of March 31, 2002, we received  $100,000 of proceeds from the sale of
two such notes.

On June 24,  2002,  these notes were  cancelled  in exchange for the issuance of
2,500,000  units.  The units  consisted of one share of our common stock and one
5-year warrant.

We also borrowed approximately $75,000 from officers, directors and shareholders
without  evidence  of  promissory  notes  or  interest,  of which  $60,000  were
cancelled in exchange for the issuance of  1,500,000  units,  consisting  of one
share of our common stock and one 5-year warrant.

                                       13

<PAGE>


         During the three months ended June 30, 2002,  we borrowed  $40,000 from
an unrelated individual evidenced by a promissory notes with interest at 12% per
annum. This debt is secured by our accounts receivables.

         At the current level of operations we do not have sufficient  resources
on hand,  including  cash and  accounts  receivables  to operate for the next 12
months,  without  additional  sources of  capital.  We are  exploring  financing
alternatives  including but not limited to selling  additional  equity,  bank or
private borrowing, or from officers,  directors or shareholders.  We do not have
any  commitments in this regard and no assurance can be given that our financing
efforts will be successful.

         At  August  19,  2002,  we  had no  material  commitments  for  capital
expenditures.

Part II Other Information

Item 2.  Changes in Securities

         On June 24, 2002, we issued 5,000,000 units to 19 accredited  investors
pursuant to Rule 506 of Regulation  D. The units each  consisted of one share of
common stock and one warrant.  The consideration we received  consisted of cash,
the notes described above, relieving us from an obligation to repay certain debt
or a  combination  of these  items  equal to $.04 per unit for an  aggregate  of
$200,000.  Of the  $200,000  received,  $40,000  was in  cash,  $100,000  was in
cancellation  of 18%  promissory  notes and we were relieved of $60,000 of debt.
The securities were offered by our directors and no commissions were paid.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit 31.1      Certification  by  Cristino  L. Perez,
                                    Principal  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  Cristino  L. Perez,
                                    Principal  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

                                       14

<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/  Cristino L. Perez
                                           -------------------------------------
                                           By:  Cristino L. Perez
                                           Chief Financial Officer





                                       15