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 JUNE 30, 2004


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


             For the transition period from __________ to __________


                         Commission File Number 0-29485


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


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


                                   33-0850639
                        (IRS Employer Identification No.)


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


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


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


     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of August 9, 2004, there
were outstanding 9,695,582 shares of common stock, par value $0.0001, and no
shares of preferred stock.

<PAGE>


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

                                      INDEX

PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
ITEM  1.  FINANCIAL STATEMENTS
<S>                                                                                          <C>
            Consolidated balance sheets as of June 30, 2004 (unaudited) and
            December 31, 2003                                                                  3

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

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

            Consolidated statement of stockholders' equity (deficit) for the six months
            ended June 30, 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
                 JUNE 30, 2004 (UNAUDITED) AND DECEMBER 31, 2003

<TABLE>
<CAPTION>
                             ASSETS                                      2004               2003
                                                                     (Not Reviewed)
                                                                      -----------        -----------
Current Assets
<S>                                                                   <C>                <C>
    Cash and cash equivalents                                         $        34        $        --
    Accounts receivable, net of allowance for bad
         debts of $4,500 for 2004 and 2003                                120,347            116,723
    Prepaid and other assets                                               41,500             20,982
                                                                      -----------        -----------
        Total current assets                                              161,881            137,705

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

                          Total Assets                                $   184,018        $   161,998
                                                                      ===========        ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
    Accounts payable and accrued expenses                             $    84,907        $    62,987
    Accrued salaries and payroll taxes                                      3,078             92,764
    Notes payable                                                          89,100             81,000
    Note payable - related party                                           91,500             91,500
                                                                      -----------        -----------
        Total current liabilities                                         268,585            328,251
                                                                      -----------        -----------

Long-Term  Liabilities
     Loans payable - related party                                        170,245                 --
                                                                      -----------        -----------
         Total long-term liabilities                                      170,245                 --
                                                                      -----------        -----------

Stockholders' Equity (Deficit)
     Common stock, $.0001 par value, 50,000,000 shares
       authorized, issued and outstanding: June 30, 2004
       - 7,695,582 shares; December 31, 2003 - 6,614,582 shares               751                661
    Paid-in capital                                                       998,729          1,133,639
    Less: Deferred stock compensation                                     (11,200)           (33,483)
    Accumulated (deficit)                                              (1,378,002)        (1,132,160)
                                                                      -----------        -----------
             Total stockholders' equity (deficit)                        (254,812)          (166,253)
                                                                      -----------        -----------

     Total Liabilities and Stockholders'
     Equity (Deficit)                                                 $   184,018        $   161,998
                                                                      ===========        ===========
</TABLE>

              See accompanying notes to these financial statements.


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                    Three Months Ended                     Six Months Ended
                                                         June 30,                              June 30,
                                                  2004              2003               2004               2003
                                             (Not Reviewed)                        (Not Reviewed)
                                              -----------        -----------        -----------        -----------
<S>                                           <C>                <C>                <C>                <C>
Service Revenues                              $   410,178        $   276,920        $   698,405        $   539,166

Cost of Services                                  336,099            205,511            549,512            404,422
                                              -----------        -----------        -----------        -----------

Gross Margin                                       74,078             71,409            148,893            134,744

Operating Expenses
     Legal & professional fees                     61,293             66,333             84,788             95,292
     Advertising/Promotion                          2,902              3,275              5,192              5,086
     Salaries and benefits                        118,420             62,027            231,561            103,743
     Taxes and Licenses                                --              3,864                 45              5,693
     Rent & leases                                  3,634              2,958              7,279              7,835
     Travel & entertainment                            65              2,747                149              4,172
     Administrative expenses                       31,328             15,809             58,596             28,666
           Total operating expenses               217,642            157,013            387,610            250,487
                                              -----------        -----------        -----------        -----------

 Loss From Operations                            (143,564)           (85,604)          (238,717)          (115,743)

Other Income (Expenses)
      Interest expense                             (2,370)              (963)            (7,124)            (3,252)
                                              -----------        -----------        -----------        -----------
          Net other income (expenses)              (2,370)              (963)            (7,124)            (3,252)
                                              -----------        -----------        -----------        -----------

Net Loss                                      $ ( 145,934)       $ (,86,567)        $  (245,841)       $  (118,995)
                                              ===========        ===========        ===========        ===========

Loss Per Share
     Basic and diluted                        $      (.02)       $      (.01)       $      (.04)       $      (.02)
                                              ===========        ===========        ===========        ===========

Weighted Average Number of Shares
  Outstanding used to Calculate
  Loss Per Share
     Basic and diluted                          7,695,582          6,046,069          6,915,338          5,605,029
                                              ===========        ===========        ===========        ===========
</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, 2004 AND 2003 (UNAUDITED)

<TABLE>
<CAPTION>
                                                             Three Months Ended               Six Months Ended
                                                                  June 30,                        June 30,
                                                             2004            2003           2004             2003
                                                        (Not Reviewed)                  (Not Reviewed)
                                                          ---------       ---------       ---------       ---------
<S>                                                       <C>             <C>             <C>             <C>
Cash Flows From Operating Activities
  Net (loss)                                              $ ( 145,934)    $ ( 86,567)     $ ( 245,842)    $ ( 118,995)
  Adjustments to reconcile net loss to cash
    provided by (used in) operating activities:
  Depreciation                                                1,985           1,207           3,940           2,331
  Contributed services                                           --           3,000              --           6,000
  Common stock issued for services                           81,000           3,000         135,000         174,500
  Amortization of stock compensation                          5,600          42,874          22,283        (100,042)
Decrease (increase) in current assets:
     Accounts receivable                                    (25,714)         19,744          (3,624)        (12,935)
     Prepaid and other assets                                 2,281         (15,258)        (20,518)        (27,279)
Increase (decrease) in current liabilities:
     Accounts payable                                        35,154           5,863          60,407           6,482
     Bank overdraft                                              --          11,654          (6,180)          1,942
     Accrued salaries                                            --              --         (13,233)         23,187
     Accrued payroll taxes                                     (887)         (7,926)        (76,453)         (5,587)
     Other current liabilities                                   --           2,840         (32,307)          7,342
                                                          ---------       ---------       ---------       ---------
          Total adjustments                                  99,419          66,998          69,315          75,941
                                                          ---------       ---------       ---------       ---------

Net cash provided by (used in) operating activities         (46,515)        (19,569)       (176,527)        (43,054)
                                                          ---------       ---------       ---------       ---------

Cash Flows From Investing Activities
     Purchase of property and equipment                          --         (10,088)         (1,784)        (14,488)
                                                          ---------       ---------       ---------       ---------
Net cash (used) in investing activities                          --         (10,088)         (1,784)        (14,488)
                                                          ---------       ---------       ---------       ---------

Cash Flows From Financing Activities
     Proceeds from insurance financing                           --          25,000              --          48,594
     Repayments of insurance financing                           --         (12,890)             --         (19,303)
     Proceeds from line of credit                               277          21,000          48,100          21,000
     Loan from stockholders, net                                 --          (2,090)        (40,000)         15,001
     Repayments of debentures payable                            --          (7,750)             --          (7,750)
     Proceeds from loans payable -
      related party                                          33,055              --         170,245              --
                                                          ---------       ---------       ---------       ---------
Net cash provided by financing activities                    33,332          23,261         178,345          57,542
                                                          ---------       ---------       ---------       ---------

Net Increase (Decrease) in Cash and Cash Equivalents        (13,183)         (6,396)             34              --

Cash and Cash Equivalents, Beginning of the Period           13,217           6,396              --              --
                                                          ---------       ---------       ---------       ---------

Cash and Cash Equivalents, End of the Period              $      34       $      --       $      34              --
                                                          =========       =========       =========       =========
</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 SIX MONTHS ENDED JUNE 30, 2004 (Not Reviewed)

<TABLE>
<CAPTION>
                                         Common Stock               Paid-in    Unearned Stock      Accumulated
                                    Shares          Amount          Capital      Compensation        Deficit           Total
                                  ----------      ----------      ----------      ----------       ----------       ----------
<S>                                <C>            <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            360,000              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*           6,974,582             697       1,052,693         (16,800)      (1,232,068)        (195,478)

Issuance of common stock
  for services--Employees            721,000              54          80,946         (81,000)              --           81,000
Amortization of deferred
  stock compensation                      --              --              --          86,600               --            5,599
Net loss                                  --              --              --              --         (145,934)        (145,934)
                                  ----------      ----------      ----------      ----------       ----------       ----------
Balance, June 30, 2004*            7,695,582      $      751      $1,133,639      $  (11,200)      $ ( 1,378,002)   $ (254,813)
                                  ==========      ==========      ==========      ==========       ==========       ==========
</TABLE>
*        The March 31, 2004 and June 30, 2004 figures have not been  reviewed by
         an Independent Auditor.

              See accompanying notes to these financial statements.

                                       6
<PAGE>

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


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 and six months ended June 30, 2004 and 2003 have been included.

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

Principles of Consolidation

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

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
                          JUNE 30, 2004 (Note Reviewed)

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 $106,704 and $254,812,  respectively, as of June 30,
2004.  In  addition,  the Company has incurred  substantial  losses and has been
dependent  upon the  financial  support of  stockholders,  management  and other
related parties.  These conditions raise  substantial doubt as to the ability of
the Company to continue as a going concern.

Management is engaged in accessing additional financial resources to support the
Company's   operations  until  profitability  can  be  achieved.   In  addition,
management is reviewing a number of strategic  alliances and  acquisitions  that
may advance the 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 September 3, 2004.

Line of Credit

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

NOTE D--NOTE PAYABLE--RELATED PARTY

Notes payable--related party represents aggregate borrowings totaling $91,500 to
William Brown, the company's executive vice president, and majority shareholder.
The  underlying  note bears  interest  at 5% and 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
                          JUNE 30, 2004 (Note Reviewed)


NOTE E--LOANS PAYABLE - RELATED PARTY

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

As more fully  discussed  above,  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
                          JUNE 30, 2004 (Note Reviewed)

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 180,000 shares (April) 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 May,1, 2004,  Resolve issued 180,000 shares (May) 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 June,1, 2004, Resolve issued 180,000 shares (June) 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 July,1, 2004, Resolve issued 180,000 shares (July) 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.


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 $11,200 is
carried as a contra account to equity in the accompanying financial statements.

COMMON STOCK WARRANTS

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

NOTE G - SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for  interest  during the three  months  ended June 30,  2004 and 2003
amounted to $2,370 and $963 respectively.

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

Resolve  issued  360,000  shares of common  stock  during the three months ended
March 31,  2004,  valued at $54,000,  to officers for  compensation.  During the
three months ended June 30, 2004, Resolve issued 540,000 shares of common stock,
valued at $81,000, to officers for compensation.


                                       10
<PAGE>

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

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.

NOTE I - SUBSEQUENT EVENTS

On August 16, 2004, Resolve Staffing, Inc.'s auditors (Aidman, Piser and
Company) resigned as the Company's auditors. The registrant is not aware of any
disagreement with its previous auditor regarding the contents of the
registrant's financial statements or the presentation thereof, rather the basis
for the auditors' resignation was premised upon the auditor's belief that they
were not given sufficient advance time to review this quarterly report filed on
Form 10-QSB and the auditor's opinion that they were not given sufficient time
to review the registrant's previously filed quarterly report filed with the
Commission on or about June 28, 2004. Given the sudden and unexpected nature of
the resignation, The Board of Directors for the registrant is conducting
interviews for the auditor's replacement. Upon hiring a replacement, the
quarterly financials will be reviewed accordingly and it is the registrant's
intention to amend this quarterly report after the review is completed by our
new auditing firm. See Part II, Item 5 of this quarterly report.

                                       11
<PAGE>


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

Cautionary Statement Regarding Forward-Looking Information

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

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

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

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

RESULTS OF OPERATIONS

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

      Our net loss  increased  from $86,567 for three months ended June 30, 2003
to  $145,934  or a 59%  increase  for  three  months  ended  June  30,  2004.  A
line-by-line discussion of our results of operations is as follows:

      Revenues for three months ended June 30, 2003  compared to 2004  increased
from $276,920 to $410,178 or a 68% increase,  reflecting our continued marketing
efforts.

      Our cost of services  increased  from  $205,501 for the three months ended
June 30,  2003 to  $336,099  for the three  months  ended  June 30,  2004.  This
increase was largely due to the increased revenues as noted above. However, as a
percentage of revenue our cost of services  increased  from 74% to 82%, which is
attributable to an overall increase in costs.


                                       12
<PAGE>


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


                                                  2004            2003
                                               ---------------------------------
Legal & professional                               15%             24%
Advertising & promotion                             1%              1%
Salaries & benefits                                29%             22%
Taxes & licenses                                    -%              1%
Rent & leases                                       1%              1%
Travel & entertainment                              -%              1%
Administrative expenses                             8%              18%


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

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

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

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

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

      Travel  &  entertainment  decreased  from  $2,747  in 2003 to $65 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  $15,809  in 2003 to  $31,328 in
2004.or a 98%  increase.  Changes  in the  major  components  of  administrative
expenses  from the three  months  ended June 30,  2003 and June 30, 2004 were as
follows  Changes  in  the  major  components  of  administrative  expenses  were
primarily an increase in penalties of $8,911.

      Interest expense increased from $963 in 2003 to $2,370 in 2004 or a $1,407
increase. The change was do to additional borrowing on the credit line and other
notes payable.

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

      Our net loss increased from $118,995 for six months ended June 30, 2003 to
$245,841 or a 107%  increase for six months ended June 30, 2004. A  line-by-line
discussion of our results of operations is as follows:

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

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


                                       13
<PAGE>


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


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


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

      Advertising and promotion expense  increased  slightly from $5,086 in 2003
to $5192 in 2004,  reflecting  a  decreased  level of  outside  advertising  and
promotion,  while relying more on direct  customer  sales  contacts by our sales
staff.

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

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

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

      Travel &  entertainment  decreased  from  $4,172  in 2003 to $149 in 2004,
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  $28,666  in 2003 to  $58,596 in
2004.or a 104%  increase.  Changes  in the major  components  of  administrative
expenses  from the three  months  ended June 30,  2003 and June 30, 2004 were as
follows  Changes  in  the  major  components  of  administrative  expenses  were
primarily  an increase  penalties  of $9,060;  an increase in printing  costs of
$6,684;  an increase in postage and shipping  expenses of $1,761; an increase in
computer support of $2,117; and an increase in public company expenses of $7,291
(primarily due to filing various amendments to our registration statement)..

      Interest  expense  increased  from  $3,252  in 2003 to $7,124 in 2004 or a
$3,872  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  $106,704  and  $254,813  as  of  June  30,  2004,
respectively.  In addition,  the Company is in the formative  period and has not
yet achieved  profitable  operations,  and has been dependent upon the financial
support of stockholders,  management and other related parties. These conditions
raise  substantial  doubt as to the  ability  of the  Company  to  continue  its
business operations as a going concern.


                                       14
<PAGE>


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
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 JUNE 30, 2004

      For the  three  months  ended  June  30,  2004 we  incurred  a net loss of
$145,934. Of this loss, $88,585 did not represent the use of cash. These consist
of depreciation  ($1,985),  as well as expensing of prepaid consulting  expenses
($86,600),  of which resulted from the issuance of our common stock.  Changes in
accounts  receivable,  prepaid  and other  expenses  were  offset by  changes in
accounts  payable,  payroll,  salary,  and other accruals brought the total cash
used by operations to $46,515.

      Our  average  monthly  revenue  for each of the four  quarters of 2003 was
$87,986, $92,306, $73,654, and $115,224, respectively, and $96,092 for the first
quarter of 2004,  has increased to a monthly  average of $136,726 for the second
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.


FOR THE SIX MONTHS ENDED JUNE 30, 2004

      For the six months ended June 30, 2004 we incurred a net loss of $245,841.
Of this loss,  $161,223  did not  represent  the use of cash.  These  consist of
depreciation  ($3,940),  as well as  expensing  of prepaid  consulting  expenses
($157,283),  of which resulted from the issuance of our common stock. Changes in
accounts  receivable,  prepaid  and other  expenses  were  offset by  changes in
accounts  payable,  payroll,  salary,  and other accruals brought the total cash
used by  operations  to  $176,527.  Additionally  we used  $1,784 to  purchase a
computer during this period.

      We expect our  operating  expenses to increase  significantly  in the near
future as we attempt to build our brand and expand our  customer  base.  We hope
our expenses will be funded from  operations and short-term  loans from 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.


                                       15
<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.

As more fully  discussed  above,  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 180,000 shares (April) 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 May,1, 2004,  Resolve issued 180,000 shares (May) 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.


                                       16
<PAGE>

On June,1, 2004, Resolve issued 180,000 shares (June) 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 July,1,  2004, Resolve issued 180,000 share9s (July) 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.

Item 5. Other Information

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

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

As stated in APC's resignation letter dated August 16, 2004, a review of the
Registrant's First and Second Quarter Financials for 2004 has not been
completed. As a result, the Registrant's previously issued financial statements
for the first quarter of 2004 and the financial statements to be issued for the
second quarter of 2004 may need to be restated upon review of the new auditors.

The Registrant's Audit Committee has begun the process of selecting new
independent certified public accountants and will file a Form 8-K upon the
engagement of a new auditing firm. Upon hiring a replacement, the quarterly
financials will be reviewed accordingly. Aidman, Piser and Company has indicated
a willingness to work with Resolve's new auditors upon their engagement.

Item 6. Exhibits and Reports on Form 8-K

      (a)   Exhibits

                Exhibit 15.1        Auditor Resignation Letter dated
                                    August 16, 2004

                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.


                                       17
<PAGE>


                                   SIGNATURES

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


                                       RESOLVE STAFFING, INC.



Dated:  August 16, 2004                /s/ Ronald Heineman
                                       ----------------------------------------
                                       By: Ronald Heineman
                                       Chief Executive Officer (principal
                                       executive officer, director)



                                       /s/ Michael A. Knox
Dated:  August 16, 2004                ----------------------------------------
                                       By:  Michael A. Knox
                                       Chief Financial Officer (principal
                                       financial & accounting officer, director)



                                       18