UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-QSB

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

      |_|   Transition report under Section 13 or 15(d) of the Exchange Act

             For the transition period from __________ to __________

                         Commission File Number 0-29485

                             RESOLVE STAFFING, INC.
                           --------------------------

        (Exact Name of Small Business Issuer as Specified in Its Charter)

                                     NEVADA

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


                                   33-0850639
                        (IRS Employer Identification No.)

                       105 NORTH FALKENBURG ROAD, SUITE B

                              TAMPA, FLORIDA 33619

                     ---------------------------------------
                    (Address of Principal Executive Offices)

                                 (813) 662-0074

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

                                       N/A

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

     State the number of shares  outstanding of each of the issuer's  classes of
common equity,  as of the latest  practicable  date: As of June 18, 2004,  there
were outstanding  8,974,582  shares of common stock,  par value $0.0001,  and no
shares of preferred stock.


                                       1
<PAGE>


                             RESOLVE STAFFING, INC.
            FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004


                                      INDEX

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL STATEMENTS

<S>                                                                                                    <C>
         Consolidated balance sheets as of March 31, 2004 (unaudited) and
         December 31, 2003                                                                                 3

         Consolidated statements of operations for the three months
         ended March 31, 2004 and 2003 (unaudited)                                                         4

         Consolidated  statements of cash flows for the three months ended March
         31, 2004 and 2003 (unaudited)                                                                     5

         Consolidated  statement of stockholders' equity (deficit) for the three
         months ended March 31, 2004 (unaudited) and the year ended December 31,
         2003                                                                                              6

         Notes to consolidated financial statements                                                        7

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS                                                              11

ITEM 3. CONTROLS AND PROCEDURES                                                                           13

PART II. OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES                                                                             14
</TABLE>


                                       2
<PAGE>


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


<TABLE>
<CAPTION>
                    ASSETS                                                     2004          2003
                                                                           -----------   -----------
<S>                                                                        <C>           <C>
CURRENT ASSETS

    Cash and cash equivalents                                              $    13,217   $        --

    Accounts receivable, net of allowance for bad
         debts of $4,500 for 2004 and 2003                                      94,633       116,723
    Prepaid and other assets                                                    43,781        20,982
                                                                           -----------   -----------
        Total current assets                                                   151,631       137,705

PROPERTY AND EQUIPMENT
    Property and equipment                                                      46,547        44,763
    Less: Accumulated depreciation                                              22,425        20,470
                                                                           -----------   -----------
        Net property and equipment                                              24,122        24,293
                  TOTAL ASSETS                                             $   175,753   $   161,998
                                                                           ===========   ===========
</TABLE>

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
<S>                                                                        <C>           <C>
CURRENT LIABILITIES
    Accounts payable                                                       $    49,753   $    62,987
    Accrued salaries and payroll taxes                                          92,764
                                                                                               3,965
    Notes payable                                                               88,823        81,000
    Note payable - related party                                                91,500
                                                                                              91,500
                                                                           -----------   -----------
        Total current liabilities                                              328,251
                                                                                             234,041
                                                                           -----------   -----------
LONG-TERM  LIABILITIES
     Loans payable - related party                                                  --
                                                                                             137,190
                                                                           -----------   -----------
         Total long-term liabilities                                                --
                                                                                             137,190
                                                                           -----------   -----------
STOCKHOLDERS' EQUITY (DEFICIT)

    Common stock, $.0001 par value, 50,000,000 shares
       authorized, issued and outstanding: March 31, 2004 -
     7,974,582 shares; December 31, 2003 - 6,614,582 shares                        697            661
    Paid-in capital
                                                                             1,052,693        998,729
Less: Deferred stock compensation
                                                                               (16,800)       (33,483)
Accumulated (deficit)                                                       (1,232,068)    (1,132,160)
                                                                           -----------    -----------
         Total stockholders' equity (deficit)                                 (195,478)      (166,253)
                                                                           -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)                                                           $   175,753    $   161,998
                                                                           ===========    ===========
</TABLE>



              See accompanying notes to these financial statements.


                                       3
<PAGE>


                             RESOLVE STAFFING, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE THREE ENDED MARCH 31, 2004 AND 2003 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                2004           2003
                                                                            -----------    -----------
<S>                                                                         <C>            <C>
SERVICE REVENUES                                                            $   288,227    $   262,246

COST OF SERVICES                                                                213,413        198,911
                                                                            -----------    -----------
GROSS MARGIN                                                                     74,814         63,335

OPERATING EXPENSES
     Legal & professional fees                                                   23,495         28,960
     Advertising/Promotion                                                        2,291          1,810
     Salaries and benefits                                                      113,140         41,716
     Taxes & licenses                                                                45          1,829
     Rent & leases                                                                3,644          4,877
     Travel & entertainment                                                          85          1,425
     Administrative expenses                                                     27,268         12,859
                                                                            -----------    -----------
           Total operating expenses                                             169,968
                                                                                                93,476

 LOSS FROM OPERATIONS                                                           (95,154)       (30,141)

OTHER INCOME (EXPENSES)
      Interest expense                                                           (4,754)        (2,288)
                                                                            -----------    -----------
          Net other income (expenses)                                            (4,754)        (2,288)

NET LOSS                                                                    $   (99,908)   $   (32,429)
                                                                            ===========    ===========

LOSS PER SHARE
     Basic and diluted
                                                                            $      (.01)   $      (.01)
                                                                            ===========    ===========
                                                                            $      (.01)   $      (.01)
                                                                            ===========    ===========
AVERAGE NUMBER OF SHARES OUTSTANDING
     Basic                                                                    7,974,582      5,592,180
                                                                            ===========    ===========
</TABLE>

              See accompanying notes to these financial statements.


                                       4
<PAGE>


                             RESOLVE STAFFING, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE THREE MONHTS ENDED MARCH 31, 2004 AND 2003 (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                     2004           2003
                                                                                                 -----------    -----------
<S>                                                                                              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net (loss)                                                                                  $   (32,429)   $   (99,908)
     Adjustments to reconcile net loss to cash provided by (used in) operating activities:
          Depreciation                                                                                 1,955          1,124
          Contributed services                                                                            --          3,000
          Common stock issued for services                                                            54,000        171,500
          Amortization of stock compensation                                                          16,683             --
     Decrease (increase) in current assets:

         Accounts receivable                                                                          22,090        (32,679)
         Prepaid and other assets                                                                    (22,799)      (154,937)
     Increase (decrease) in current liabilities:                                                         619
          Accounts payable                                                                            25,253
          Bank overdraft                                                                              (6,180)        (9,712)
          Accrued salaries and payroll taxes                                                         (88,799)        25,526
          Other current liabilities                                                                  (32,307)         4,503
                                                                                                 -----------    -----------
               Total adjustments                                                                     (30,104)         8,944
                                                                                                 -----------    -----------

     Net cash provided by (used in) operating activities                                            (130,012)       (23,485)
                                                                                                 -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment                                                                (1,784)        (4,400)
                                                                                                 -----------    -----------
    Net cash (used) in investing activities                                                           (1,784)        (4,400)
                                                                                                 -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES

     Proceeds from insurance financing                                                                    --         23,594
     Repayments of insurance financing                                                                    --         (6,413)
     Proceeds from notes payable                                                                      47,823             --
     Loan from stockholders, net                                                                     (40,000)        17,100
     Proceeds from loans payable - related party                                                     137,190
                                                                                                 -----------    -----------
     Net cash provided by financing activities                                                       145,013         34,281
                                                                                                 -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                  13,217          6,396
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD                                                        --             --
                                                                                                 -----------    -----------
CASH AND CASH EQUIVALENTS, END OF THE PERIOD                                                     $    13,217    $     6,396
                                                                                                 ===========    ===========
</TABLE>


              See accompanying notes to these financial statements.

                                       5
<PAGE>


                      RESOLVE STAFFING, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICET
                    FOR THE YEARS ENDED DECEMBER 31, 2003 AND
                    FOR THE THREE MONTHS ENDED MARCH 31, 2004

<TABLE>
<CAPTION>
                                                     COMMON       STOCK       PAID-IN    UNEARNED STOCK  ACCUMULATED
                                                   ----------- -----------  -----------   ------------   -----------  -----------
                                                     SHARES       AMOUNT      CAPITAL     COMPENSATION      DEFICIT        TOTAL
                                                   ----------- -----------  -----------   ------------   -----------  -----------
<S>                                                <C>         <C>          <C>           <C>            <C>          <C>
BALANCE, JANUARY 1, 2003                             4,821,082 $       482  $   737,190   $         --   $  (745,587) $    (7,915)
Issuance of common stock for services--Consultants     950,000          95      132,905       (133,000)           --      133,000
Issuance of common stock for services--Employees       755,000          76      105,624       (105,700)           --      105,700
Issuance of common stock for
services                                                63,500           6        8,513         (8,519)           --        8,519
Conversion of debentures to common stock                25,000           2        2,497             --            --        2,499
Donated services                                            --          --       12,000             --            --       12,000
Amortization of deferred stock compensation                 --          --           --        213,736            --      (33,483)
Net loss                                                    --          --           --             --      (386,573)    (386,573)
                                                   ----------- -----------  -----------   ------------   -----------  -----------
BALANCE, DECEMBER 31, 2003                           6,614,582         661      998,729        (33,483)   (1,132,160)    (166,253)

Issuance of common stock for services--Employees     1,080,000          36       53,964        (54,000)           --       54,000
Amortization of deferred stock compensation                 --          --           --         70,683            --       16,683
Net loss                                                    --          --           --             --       (99,908)     (99,908)
                                                   ----------- -----------  -----------   ------------   -----------  -----------
BALANCE, MARCH 31, 2004                              7,694,582 $       697  $ 1,052,693   $  ( 16,800)   $(1,232,068) $  (195,478)
                                                   =========== ===========  ===========   ============   ===========  ===========
</TABLE>


              See accompanying notes to these financial statements.

                                       6
<PAGE>


                             RESOLVE STAFFING, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2004

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

Organization and Nature of Operations

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

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
for interim  financial  information  and with the  instructions  incorporated in
Regulation  S-B,  Item  310(b)  of  the  Securities  and  Exchange   Commission.
Accordingly,  they do not include all the information and footnotes  required by
accounting  principles  generally  accepted in the United  States of America for
complete financial  statements.  The financial statements are unaudited,  but in
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
adjustments and accruals)  considered  necessary for a fair  presentation of the
Company's financial position, results of operations and cash flows for the three
months ended March 31, 2004 and 2003 have been included.

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

Principles of Consolidation

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

Recent Accounting Principles

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

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

                                       7
<PAGE>


                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


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

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

NOTE B - LIQUIDITY AND MANAGEMENT'S PLANS

The  accompanying  financial  statements  have been prepared on a  going-concern
basis,  which  contemplates  the  realization  of assets  and the  discharge  of
liabilities in the normal course of business.  As reflected in the  accompanying
financial  statements,  the  Company  has a  working  capital  deficiency  and a
stockholder's deficiency of $82,409 and $195,478,  respectively, as of March 31,
2004.  In  addition,  the Company has incurred  substantial  losses and has been
dependent  upon the  financial  support of  stockholders,  management  and other
related parties.  These conditions raise  substantial doubt as to the ability of
the Company to continue as a going concern.

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

NOTE C - NOTES PAYABLE

Note Payable

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

Line of Credit

On May 14, 2003, the Company  entered into a $50,000 demand credit facility with
Mercantile Bank.  Interest is payable at 3% above  Mercantile  Bank's prime rate
(currently  7.25%) per annum.  The line of credit is  personally  guaranteed  by
William  A.  Brown,  the  Company's   executive   vice-president   and  majority
shareholder.  As of March 31,  2004,  Resolve  has drawn  $48,823 on the line of
credit.

NOTE D--NOTE PAYABLE--RELATED PARTY

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


                                       8
<PAGE>


                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


NOTE E--LOANS PAYABLE - RELATED PARTY

On December 8, 2003, the Company entered into a non-interest  bearing short-term
credit  agreement  with ELS, Inc that provides for borrowings of up to $200,000.
ELS, Inc. is a company owned by Ronald  Heineman,  the Company's Chief Executive
Officer. The underlying promissory note is secured by 2,000,000 shares of common
stock that were  released to an escrow agent,  but not issued for  accounting or
reporting purposes.  As of March 31, 2004, there was $137,190  outstanding under
this agreement.  Balances due under the credit agreement were originally due May
8, 2004, but the agreement was extended on a month-to-month basis. Also see Note
F as it relates to common stock issued to Ronald  Heineman  under an  employment
and consulting agreement.

NOTE F - STOCKHOLDERS' EQUITY

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

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

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

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

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

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

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

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


                                       9
<PAGE>


                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004


NOTE F - STOCKHOLDERS' EQUITY (CONTINUED)

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

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

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

Deferred Stock Compensation:

Compensation  and consulting  expense  related to the two common stock issuances
February  2003,  and December  2003 noted above,  are being  amortized  over the
benefited periods of 12 months.  The remaining  outstanding amount of $16,800 is
carried as a contra account to equity in the accompanying financial statements.

COMMON STOCK WARRANTS

As of March 31, 2004 there were 4,256,600 stock warrants  outstanding  which are
due to expire on June 30, 2007.  Each warrant has an exercise  price of $.15 per
share price. All stock warrants are exercisable.

NOTE G - SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for  interest  during the three  months  ended March 31, 2004 and 2003
amounted to $4,754 and $2,288 respectively.

Resolve issued 360,000  shares of common stock,  valued at $54,000,  to officers
for compensation.

NOTE H - NET LOSS PER SHARE

Net loss per share is computed based upon the weighted outstanding shares of the
Company's common stock for each period presented. The weighted average number of
shares excludes  7,694,582 common stock  equivalents,  representing  principally
warrants  and  stock  options,  since  the  effect of  including  them  would be
anti-dilutive.


                                       10
<PAGE>




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

Cautionary Statement Regarding Forward-Looking Information

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

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

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

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

RESULTS OF OPERATIONS

COMPARISON OF CONSOLIDATED OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2004
AND 2003.

     Our net loss  increased  from $32,429 for three months ended March 31, 2003
to  $99,908  or a 208%  increase  for  three  months  ended  March 31,  2004.  A
line-by-line discussion of our results of operations is as follows:

     Revenues for three months ended March 31, 2003  compared to 2004  increased
from $262,246 to $288,227 or a 9.9% increase, reflecting our continued marketing
efforts.

     Our cost of services  increased  from  $198,911  for the three months ended
March 31, 2003 to $213,413  for the three  months  ended  March 31,  2004.  This
increase was largely due to the increased revenues as noted above. However, as a
percentage of revenue our cost of services  decreased  slightly from 76% to 74%,
which is attributable to managements continued efforts to control.


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<PAGE>


     For the three months ended March 31, 2004 and 2003 the major  categories of
expenses, as a percent of revenue were as follows:

                                                      2004        2003
                                                    --------    --------
Legal & professional                                    8%         11%
Advertising & promotion                                 1%          1%
Salaries & benefits                                    39%         16%
Taxes & licenses                                        -%          1%
Rent & leases                                           1%          2%
Travel & entertainment                                  -%          1%
Administrative expenses                                 9%         16%

         Legal & professional  expense decreased from $28,960 in 2003 to $23,495
in 2004 or a 5% decrease, reflecting management ability to reduce expenses.

         Advertising  and promotion  expense  increased  slightly from $1,810 in
2003 to $2,291 in 2004,  reflecting a decreased level of outside advertising and
promotion,  while relying more on direct  customer  sales  contacts by our sales
staff.

         Salaries  and  benefits  increased  from $41,716 in 2003 to $113,140 in
2004, or a 171% increase,  reflecting the constant level of total administrative
compensation, including stock for services by our CFO and by our president.

         Taxes  &  licenses  decreased  from  $1,829  in  2003  to $45 in  2004,
reflecting a decrease of costs previously  associated with licensing our company
in Nevada as well as Florida.

        Rent & leases  expense  decreased from $4,877 in 2003 to $3,644 in 2004,
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 $1,425 in 2003 to $85 in 2004,
reflecting  the  increased  effort  by our  staff to  market  our  services  and
principally by our CEO attending a staffing industry convention and seminars.

         Administrative  expenses  increased  from $12,859 in 2003 to $27,268 in
2004.or a 112%  increase.  Changes  in the major  components  of  administrative
expenses  from the three  months ended March 31, 2003 and March 31, 2004 were as
follows  Changes  in  the  major  components  of  administrative  expenses  were
primarily  an increase in printing  costs of $4,821;  an increase in postage and
shipping expenses of $5,179;  an increase in computer support of $2,103;  and an
increase in public company  expenses of $6,565  (primarily due to filing various
amendments to our registration statement).

         Interest  expense  increased from $2,288 in 2003 to $4,754 in 2004 or a
$2,466  increase.  The change was do to additional  borrowing on the credit line
and other notes payable.

LIQUIDITY AND CAPITAL RESOURCES

The  accompanying  financial  statements  have been prepared on a  going-concern
basis,  which  contemplates  the  realization  of assets  and the  discharge  of
liabilities in the normal course of business.  As reflected in the  accompanying
financial  statements,  the  Company  has a working  capital  deficiency  and an
accumulated   deficiency   of  $82,409  and  $195,478  as  of  March  31,  2004,
respectively.  In addition,  the Company is in the formative  period and has not
yet achieved  profitable  operations,  and has been dependent upon the financial
support of stockholders,  management and other related parties. These conditions
raise  substantial  doubt as to the  ability  of the  Company  to  continue  its
business operations as a going concern.

Management is currently engaged in accessing  additional  financial resources to
support  the  Company's  operations  until  profitability  can be  achieved.  In
addition,   management  is  reviewing  a  number  of  strategic   alliances  and
acquisitions that may advance the Companies  operations into a profitable state.
However,  while these strategies are under development,  costs and expenses have


                                       12
<PAGE>


been substantially curtailed. Ultimately, the Company's ability to continue as a
going  concern is  dependent  upon the access of  additional  capital to support
operations  and  strategic  growth  strategies.  There can be no assurance  that
management will be successful in these efforts.  The financial statements do not
reflect any adjustments that may arise as a result of this uncertainty.

FOR THE THREE MONTHS ENDED MARCH 31, 2004

         For the three  months  ended  March 31,  2004 we incurred a net loss of
$99,908.  Of this loss, $72,638 did not represent the use of cash. These consist
of depreciation  ($1,955),  as well as expensing of prepaid consulting  expenses
($70,683),  of which resulted from the issuance of our common stock.  Changes in
accounts receivable,  prepaid and other expenses, and bank overdraft,  offset by
increases in accounts payable,  payroll,  salary, and other accruals brought the
total cash used by operations to $3,126. Additionally we used $1,784 to purchase
a computer during this period.

             Our average  monthly  revenue for each of the four quarters of 2003
was $87,986, $92,306, $73,654, and $115,224,  respectively, and has increased to
a monthly  average of $96,092  for the first  quarter of 2004.  Although we have
seen our average monthly revenues and business activity  increase,  we expect to
continue to incur losses for the foreseeable future.

         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,

ITEM 3.  CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities  Exchange Act of 1934, as of the
end of the period covered by this report,  RESOLVE  carried out an evaluation of
the effectiveness of the design and operation of Resolve's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the participation of Resolve's  management,  including Resolve's Chief Financial
Officer,  who concluded  that Resolve's  disclosure  controls and procedures are
effective. There have been no significant changes in Resolve's internal controls
or  in  other  factors,  which  could  significantly  affect  internal  controls
subsequent to the date RESOLVE carried out its evaluation.

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


                                       13
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES

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

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

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

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

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

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

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

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

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

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


                                       14
<PAGE>


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

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

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

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

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

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

     (b)  Reports on Form 8-K

              None.


                                       15
<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:  June 18, 2004                         /s/ Ronald Heineman
                                              ----------------------------------
                                              By: Ronald Heineman
                                              Chief Executive Officer (principal
                                              executive officer, director)


Dated:  June 18, 2004                         /s/ Donald E. Quarterman, Jr.
                                              ----------------------------------
                                              By: Donald E. Quarterman, Jr.
                                              President, Director


Dated:  June 18, 2004                         /s/ Michael A. Knox
                                              ----------------------------------
                                              By:  MIchael A. Knox
                                              Chief Financial Officer (principal
                                              financial & accounting officer,
                                              director)


                                       16