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, 2005

       [ ] 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.)

                                 3235 OMNI DRIVE
                              CINCINNATI, OH 45245
                     ---------------------------------------
                    (Address of Principal Executive Offices)

                                 (800) 894-4250
                ------------------------------------------------
                (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 May 20,  2005,  there were
outstanding  14,939,101 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, 2005

                                      INDEX

PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL STATEMENTS

         Consolidated balance sheets as of March 31, 2005 and
         December 31, 2004                                                     3

         Consolidated statements of operations for the three months
         ended March 31, 2005 and 2004                                         4

         Consolidated statements of cash flows for the three months
         ended March 31, 2005 and 2004                                         5

         Notes to consolidated financial statements                            6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS                                  12

ITEM 3. CONTROLS AND PROCEDURES                                               14

PART II OTHER INFORMATION

ITEM 4. CHANGES IN SECURITIES                                                 15

ITEM 5.  OTHER INFORMATION                                                    15

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                     16

<PAGE>

                             RESOLVE STAFFING, INC.
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2005 AND DECEMBER 31, 2004

<TABLE>
<CAPTION>
                                                                                       2005              2004
                                                                                   -------------    -------------
<S>                                                                                <C>              <C>
ASSETS
CURRENT ASSETS
    Cash and cash equivalents                                                      $     34,359     $      6,108
    Accounts receivable, net of allowance for bad
         debts of $8,264 for 2005 and $4,500 for 2004                                 1,332,026          165,925
    Prepaid and other assets                                                            524,869           11,675
                                                                                   -------------    -------------
        Total current assets                                                          1,891,254          183,708

PROPERTY AND EQUIPMENT
    Property and equipment                                                              426,144           44,652
    Less: Accumulated depreciation                                                      202,300         (28,838)
                                                                                   -------------    -------------
        Net property and equipment                                                      223,844           15,814

OTHER ASSETS
Goodwill                                                                              1,274,583               --
                                                                                   -------------    -------------
Total other assets                                                                    1,274,583               --
                                                                                   -------------    -------------

TOTAL ASSETS                                                                       $  3,389,681     $    199,522
                                                                                   =============    =============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                                               $    118,645     $     87,120
    Accrued salaries and payroll taxes                                                  201,384           21,217
    Notes payable                                                                     1,526,304           89,100
    Note payable - related party                                                      1,839,558          281,641
                                                                                   -------------    -------------
        Total current liabilities                                                     3,685,891          479,078
                                                                                   -------------    -------------
STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, $.0001 par value, 50,000,000 shares
     authorized, issued and outstanding: March 31, 2005 -
     14,539,101 shares; December 31, 2004 - 1,539,101 shares                              1,454              154
    Paid-in capital                                                                   1,290,085        1,161,387
    Accumulated deficit                                                             (1,587,749)      (1,441,097)
                                                                                   -------------    -------------
             Total stockholders' deficit                                              (296,210)        (279,556)
                                                                                   -------------    -------------
    TOTAL LIABILITIES AND STOCKHOLDERS'
     DEFICIT                                                                       $  3,389,681     $    199,522
                                                                                   =============    =============
</TABLE>

              See accompanying notes to these financial statements.

                                       3
<PAGE>

                             RESOLVE STAFFING, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                                        2005            2004
                                                                                   -------------    ------------
<S>                                                                                <C>              <C>
SERVICE REVENUES                                                                   $  1,685,484     $   288,227

COST OF SERVICES                                                                      1,287,524         213,413
                                                                                   -------------    ------------

GROSS MARGIN                                                                            397,960          74,814

OPERATING EXPENSES
     Legal & professional fees                                                           56,409          23,495
     Advertising/Promotion                                                               21,243           2,291
     Salaries and benefits                                                              201,893         113,140
     Taxes & licenses                                                                        58              45
     Rent & leases                                      gd                                  34,344           3,644
     Travel & entertainment                                                               2,538              85
     Administrative expenses                                                            205,305          27,268
                                                                                   -------------    ------------
           Total operating expenses                                                     521,790         169,968

 LOSS FROM OPERATIONS                                                                  (123,830)        (95,154)

OTHER EXPENSES
      Interest expense                                                                  (22,822)         (4,754)
                                                                                   -------------    ------------
          Net other expenses                                                            (22,822)         (4,754)

NET LOSS                                                                           $   (146,652)    $   (99,908)
                                                                                   =============    ============
LOSS PER SHARE
     Basic and diluted                                                             $       (.01)    $      (.07)
                                                                                   =============    ============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
USED TO CALCULATE LOSS PER SHARE
     Basic and diluted                                                               10,205,768        1,357,716
                                                                                   =============    ============
</TABLE>

              See accompanying notes to these financial statements.

                                       4
<PAGE>

                             RESOLVE STAFFING, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                                        2005              2004
                                                                    -------------    ------------
<S>                                                                  <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                          $ (146,652)     $   (99,908)
    Adjustments to reconcile net loss to cash provided by
      (used in) operating activities:
        Depreciation                                                      10,190            1,955
        Common stock issued for services                                      --           54,000
        Accrual of interest on note payable                               22,403               --
        Amortization of stock compensation                                    --           16,683
    Decrease (increase) in current assets:
        Accounts receivable                                               12,677           22,090
        Prepaid and other assets                                         (13,412)         (22,799)
    Increase (decrease) in current liabilities:                                           (13,234)
        Accounts payable                                                 (90,781)
        Accrued salaries and payroll taxes                               (34,847)         (88,799)
           Total adjustments                                             (93,770)         (30,104)

    Net cash used in operating activities                               (240,422)        (130,012)
                                                                    -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment                                  (56,245)           (1,784)

GOODWILL                                                               (154,145)               --
                                                                    -------------    -------------
    Net cash used in investing activities                              (210,390)           (1,784)
                                                                    -------------    -------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from line of credit                                        467,000               --
     Proceeds from notes payable                                          35,769           47,823
     Repayment of note payable                                          (68,439)
     Borrowings from (repayments to) stockholders                             --          (40,000)
     Proceeds from note payable for subsidiary acquisition                44,733               --
     Proceeds from loans payable - related party                              --          137,190
                                                                    -------------    -------------
     Net cash provided by financing activities                           479,063          145,013
                                                                    -------------    -------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                 28,251           13,217

CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD                         6,108               --
                                                                    -------------    -------------

CASH AND CASH EQUIVALENTS, END OF THE PERIOD                             $34,359          $13,217
                                                                    =============    =============
</TABLE>

              See accompanying notes to these financial statements.

                                       5
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005

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 the eastern United States.

On January 24, 2005, Resolve acquired certain assets from Solaris Staffing, Inc.
These assets  included the  operations  of certain  temporary  staffing  offices
located in upstate New York. The aggregate purchase price was $125,000, of which
$90,000 has been paid to date.

On February 20, 2005,  Resolve  acquired  SupportStaff  Employment  Services,  a
full-service  staffing firm located in Sebring, FL. The aggregate purchase price
was $75,000, which has been paid in full.

Acquisition of Entities from Related Parties

On February 7, 2005,  Resolve  Staffing,  Inc.,  entered into an equity purchase
agreement  ("Agreement"),  to purchase  ELS  Personnel  Services  from  Employee
Leasing Services, Inc., ("ELS"), a privately-held company located in Cincinnati,
Ohio. The Company's Chief Executive Officer and director,  Ronald Heineman, is a
principal  shareholder,  officer  and  director  of ELS.  Pursuant to the equity
purchase  agreement,  Resolve acquired a total of 10 temporary employee staffing
locations from ELS.

Employee Leasing  Services,  Inc.,  acquired the 10 temporary  employee staffing
locations  throughout  fiscal  2004.  ELS  acquired 3  locations  from Five Star
Staffing,  Inc., in August 2004, 3 locations from Five Star Staffing (NY), Inc.,
in November  2004 and 4 location  from  American  Staffing  Resources,  Ltd., in
November 2004. Prior to ELS's acquisition of these entities, these entities were
owned and operated by unrelated  third parties in various  locations  throughout
Florida, New York and Ohio. The financial results of these acquired entities are
included in the consolidated financial statements from the date of acquisition.

The aggregate purchase price was $1,630,000,  including 13,000,000 shares of the
Company's  restricted  common  stock  valued at $130,000  based on  management's
estimate  of the  fair  value  of the  restricted  common  stock,  and a  demand
promissory note in the principal amount of $1,500,000, which accrues interest at
the rate of 10% per  annum.  The  agreement  does  not  specify  any  contingent
payments, options or other commitments.

This  acquisition  was  accounted  for using the purchase  method of  accounting
whereby the total purchase price was allocated to tangible and intangible assets
based on their  fair  values as of the date of  acquisition.  The  excess of the
purchase  price over the fair value of net  tangible and  intangible  assets has
been recorded as goodwill.

                                       6
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


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

The following table  summarizes the estimated fair values of the assets acquired
and liabilities assumed, net of cash, at the date of acquisition:

        Accounts receivable                                     $  1,178,778
        Prepaid and other assets                                     499,782
        Property and equipment                                       161,974
        Goodwill                                                   1,120,438
        Accounts payable and accrued liabilities                    (122,306)
        Accrued salaries and payroll taxes                          (215,014)
        Line of credit                                              (400,000)
        Note payable--workers compensation insurance                (180,581)
        Notes payable                                               (457,805)
                                                                -------------

                                                                $  1,585,266
                                                                =============

Of the $1,630,000  purchase price,  $1,120,438 was assigned to goodwill.  All of
the goodwill is expected to be deductible for tax purposes.

To date the books and records of the  locations  acquired have not been audited,
and therefore the allocation of the purchase price is subject to refinement.

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, 2005 and 2004 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, 2004 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  subsidiaries  Integra,  Five Star New York, Five Star
Florida, American Staffing Services, and ELS Personnel Services. All significant
inter-company  accounts and  transactions  have been eliminated in preparing the
accompanying financial statements.

                                       7
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


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

Revenue Recognition

Staffing and managed service revenue and the related labor costs and payroll are
recorded in the period in which  services  are  performed.  The Company  follows
Emerging  Issues  Task  Force  ("EITF")  99-19,  "Reporting  Revenue  Gross as a
Principal versus Net as an Agent," in the presentation of revenues and expenses.
This guidance  requires  Resolve to assess whether it acts as a principal in the
transaction  or as an agent  acting on behalf of  others.  In  situations  where
Resolve is the  principal  in the  transaction  and has the risks and rewards of
ownership, the transactions are recorded gross in the consolidated statements of
operations.

Stock Based Employee Compensation:

Resolve  accounts  for  and  reports  its  stock-based   employee   compensation
arrangements  using the  intrinsic  value  method as  prescribed  in  Accounting
Principles Board Opinion No. 25,  Accounting for Stock Issued to Employees ("APB
25"), Financial Accounting Standards Board Interpretation No, 44, Accounting for
Certain  Transactions  Involving Stock Compensation ("FIN 44"), and Statement of
Financial Accounting Standards No. 148, Accounting for Stock-Based  Compensation
- Transition and Disclosure  ("SFAS 148").  Accordingly,  compensation  cost for
stock options and warrants are measured as the excess, if any, of the fair value
of the  Company's  stock at the date of grant  over the  stock  option  exercise
price. Resolve accounts for stock issued to non-employees in accordance with the
provisions of Statement of Financial  Accounting  Standards No. 123,  Accounting
for Stock-Based  Compensation  ("SFAS 123"). Under SFAS 123, stock option awards
issued  to  non-employees  are  accounted  for at their  fair  value on the date
issued,  where fair value is determined using the  Black-Scholes  option pricing
method.

There are no  differences  between  the  historical  and  pro-forma  stock based
compensation value.

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.

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.

                                       8
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


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

Effective   as  of  December  31,   2004,   the  Company   adopted  the  revised
interpretation of Financial Accounting Standards Board (FASB) Interpretation No.
46 (FIN 46), "Consolidation of Variable Interest Entities," (FIN 46-R). FIN 46-R
requires that certain variable  interest entities be consolidated by the primary
beneficiary of the entity if the equity  investors in the entity do not have the
characteristics  of a controlling  financial  interest or do not have sufficient
equity at risk for the  entity to  finance  its  activities  without  additional
subordinated financial support from other parties. The Company does not have any
investments in entities it believes are variable interest entities for which the
Company is the primary beneficiary.

In December 2004,  FASB issued SFAS No. 123 (revised 2004) "Share Based Payment"
(SFAS No. 123R),  a revision to Statement No. 123,  Accounting  for  Stock-Based
Compensation which supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees.  The revised SFAS 123 eliminates the  alternative to use Opinion 25's
intrinsic  value  method  of  accounting  and,  instead,  requires  entities  to
recognize  the cost of employee  services  received  in  exchange  for awards of
equity instruments based on the grant-date fair value of those awards.

Furthermore,  public  entities are required to measure  liabilities  incurred to
employees in share-based payment  transactions at fair value as well as estimate
the number of  instruments  for which the  requisite  service is  expected to be
rendered.  Any incremental  compensation cost for a modification of the terms or
conditions of an award is measured by comparing the fair values before and after
the modification.  The Company has yet to determine the effect SFAS No. 123R may
have on its financial statements, if any.

In December 2004, the FASB issued SFAS No. 153 "Exchanges of Non-Monetary Assets
- an amendment of APB Opinion No. 29". This statement  amends Opinion No. 29, to
eliminate the exception for non-monetary  exchanges of similar productive assets
and replaces it with a general  exception for exchanges of  non-monetary  assets
that do not have commercial  substance.  A non-monetary  exchange has commercial
substance  if the  future  cash  flows of the  entity  are  expected  to  change
significantly  as a  result  of the  exchange.  The  Company  believes  that the
adoption of SFAS 153 will not have a material impact on the Company's  financial
statements.

NOTE B - LIQUIDITY AND MANAGEMENT'S PLANS

As reflected in the accompanying financial statements, the Company has a working
capital  deficiency  and a  stockholder's  deficit of  $1,794,637  and $296,210,
respectively,  as of March 31,  2005.  In  addition,  the Company  has  incurred
substantial  losses  and has  been  dependent  upon  the  financial  support  of
stockholders, management and other related parties.

Management has successfully  obtained additional financial resources,  which the
Company believes will support  operations until  profitability  can be achieved.
These financial  resources  include  financing from both related and non-related
third  parties,  as discussed  in the  accompanying  footnotes to the  financial
statements.  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.

                                       9
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


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,  and
have subsequently been extended to be due on demand.

Revolving Note

On March 3, 2005,  Resolve Staffing,  Inc.,  secured a revolving note from Fifth
Third Bank for an amount of  $1,900,000  with a  maturity  date of June 1, 2006.
Interest is payable on the principal balance  outstanding on a monthly basis, at
the bank's  prime  rate.  Borrowings  under this note are  limited to 80% of the
Company's accounts  receivable balance which have been outstanding for less than
90 days.

Term Note

On March 3, 2005,  Resolve  Staffing,  Inc.,  secured a term note  ("note") from
Fifth Third Bank for an amount of $465,000  with a maturity date of September 1,
2009. The  outstanding  balance of the Note is to be paid in 53  installments of
principal and interest, each in the amount of $9,845,  commencing April 1, 2005.
Interest is payable on the principal  balance  outstanding at a rate of 6.6% per
annum.

NOTE D - NOTE PAYABLE - RELATED PARTY

Notes  payable-related party represents aggregate borrowings totaling $91,500 to
William Brown, a director and  shareholder of the Company.  The underlying  note
bears  interest  at 5% and is due on March 31,  2004.  The  Company has a verbal
agreement to extend the maturity on a month to month basis.

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 400,000 shares of common
stock that were  released to an escrow agent,  but not issued for  accounting or
reporting purposes.  As of March 31, 2005, there was $225,655  outstanding under
this agreement.  Balances due under the credit agreement were originally due May
8, 2004.  On June 1, 2004,  the  agreement  was  amended to extend the line to a
maximum of $500,000.

On February 7, 2005 Resolve  entered into a loan  agreement  with ELS, a company
owned by Resolve's Chief Executive Officer, Ron Heineman,  for the principal sum
of $1,500,000. The note bears interest at 10% and is payable upon demand.

NOTE E - STOCKHOLDERS' EQUITY

On February 7, 2005,  Resolve  Staffing,  Inc.,  entered into an equity purchase
agreement  ("Agreement"),  to purchase  ELS  Personnel  Services  from  Employee
Leasing Services, Inc., ("ELS"), a privately-held company located in Cincinnati,
Ohio. The Company's Chief Executive Officer and director,  Ronald Heineman, is a
principal  shareholder,  officer  and  director  of ELS.  Pursuant to the equity
purchase  agreement,  Resolve acquired a total of 10 temporary employee staffing
locations from ELS.

The aggregate purchase price was $1,630,000,  including 13,000,000 shares of the
Company's  restricted  common  stock  valued at $130,000  based on  management's
estimate  of the  fair  value  of the  restricted  common  stock,  and a  demand
promissory note in the principal amount of $1,500,000, which accrues interest at
the rate of 10% per  annum.  The  agreement  does  not  specify  any  contingent
payments, options or other commitments.

                                       10
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


NOTE E - STOCKHOLDERS' EQUITY (CONTINUED)

Common Stock Warrants

As of March 31, 2005 there were 851,320 stock warrants outstanding which are due
to expire on June 30, 2007. Each warrant has an exercise price of $.75 per share
price. All stock warrants are exercisable.

NOTE F - SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for  interest  during the three  months  ended March 31, 2005 and 2004
amounted to $31,166 and $4,754 respectively.

On February 7, 2005 Resolve issued  13,000,000 shares of restricted common stock
valued at $130,000  and a note payable in the amount of  $1,500,000  in exchange
for 100% of the ownership interest in 3 entities with 10 staffing locations. The
fair value of the assets and liabilities  acquired,  net of cash, on the date of
acquisition are detailed in Footnote A.

NOTE G - 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  851,320  common stock  equivalents,  representing  principally
warrants  and  stock  options,  since  the  effect of  including  them  would be
anti-dilutive.

NOTE H - SUBSEQUENT EVENTS

On April 1, 2005 Resolve opened a new temporary  staffing location in Salisbury,
North Carolina.

On April 21, 2005, the board of directors of Resolve Staffing  appointed William
Walton as a director of the Company.  Mr.  Walton was not  appointed to serve on
any  committees  of  Resolve's  Board of  Directors,  however Mr.  Walton may be
appointed  to one or more  committees  of  Resolve's  Board of  Directors in the
future.

On May 9, 2005, Resolve acquired certain assets from Pride Staffing,  Inc. These
assets include a temporary staffing office located in Erie, PA.

NOTE I - PROFORMA INFORMATION

The interim  financial  statements for the three months ended March 31, 2005 are
presented in accordance with  accounting  principles  generally  accepted in the
United  States  (GAAP),  which  requires  that the  financial  results  of these
acquired  entities (as detailed in Footnote A) are included in the  consolidated
financial statements from the date of acquisition. As a result, the consolidated
statement of operations does not include the activity of the acquired  companies
for the period from January 1, 2005 to February 7, 2005.

                                       11
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005

NOTE I - PROFORMA INFORMATION (CONTINUED)

Presented below is the unaudited pro forma statement of operations for the three
months  ended  March 31, 2005 as if the  acquired  companies  had been  acquired
January 1, 2005.


<TABLE>
<CAPTION>
                                                                   PRO-FORMA ADJUSTMENTS FOR
                                                 --------------------------------------------------------------
                                     ACTUAL         FIVE STAR       AMERICAN STAFFING         FIVE STAR            ADJUSTED
                                 MARCH 31, 2005   STAFFING, INC.     RESOURCES, LTD.     STAFFING (NY), INC.    MARCH 31, 2005
                               ------------------------------------------------------------------------------------------------
<S>                             <C>               <C>               <C>                  <C>                    <C>
SERVICE REVENUES                    $1,685,484         $716,615           $146,217              $148,910         $2,697,226

COST OF SERVICES                     1,287,524          645,854            116,847               121,350          2,171,575
                               ------------------------------------------------------------------------------------------------

GROSS MARGIN                           397,960           70,761             29,370                27,560            525,651

OPERATING EXPENSES
  Legal & professional fees             56,409               --              2,458                 1,394             60,261
  Advertising/Promotion                 21,243            3,068              (556)                 1,640             25,395
  Salaries and benefits                201,893           30,817             60,170                36,117            328,997
  Taxes & licenses                          58               62                 --                    --                120
  Rent & leases                         34,334            8,458              3,262                 5,720             51,774
  Travel & entertainment                 2,538               99                 50                 1,617              4,304
  Administrative expenses              205,305          (4,264)             14,606                10,810            226,457
                               ------------------------------------------------------------------------------------------------
    Total operating expenses           521,780           38,240             79,990                57,298            697,308

 LOSS FROM OPERATIONS                (123,820)           32,521           (50,620)              (29,738)          (171,657)

OTHER EXPENSES
  Interest expense                      22,822            8,584              (240)                    --             31,166
                               ------------------------------------------------------------------------------------------------
    Net other expenses                  22,822            8,584              (240)                    --             31,166

NET LOSS                            $(146,642)          $23,937          $(50,380)             $(29,738)         $(202,823)
                               ================================================================================================


PRO-FORMA EARNINGS PER SHARE INFORMATION FOR THE
THREE MONTHS ENDED MARCH 31, 2005:

Basic weighted average shares outstanding:                                                                     10,205,768

Pro forma basic net loss per common share:                                                                          $(0.01)
</TABLE>


The  Company  has been  unable to obtain the  necessary  information  to present
pro-forma  financial  information  reflecting the combined operations of Resolve
Staffing,  Inc, and its acquired staffing locations,  for the period ended March
31, 2004.  This current Report on Form 10-QSB will be  supplemented by amendment
to  provide  the  necessary  comparative  pro-form  information  as  soon as the
information becomes available.

                                       12
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005

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, 2004.

RESULTS OF OPERATIONS

COMPARISON OF CONSOLIDATED OPERATIONS FOR THE THREE MONTHS ENDED  MARCH 31, 2005
AND 2004.

Our net loss  increased  from  $99,908 for three  months ended March 31, 2004 to
$146,652 or a 47% increase for three months ended March 31, 2005, as a result of
the acquisitions  described in Note A. A line-by-line  discussion of our results
of operations is as follows:

Revenues for three months ended March 31, 2004 compared to 2005  increased  from
$288,227 to $1,685,484 or a 485% increase.  This increase is attributable to the
acquisition  of 10 new  locations  from ELS on February 7, 2005.  The  locations
acquired  from ELS were not being  operated by ELS in the first quarter of 2004.
These locations,  which were acquired  February 7, 2005, were owned and operated
by ELS beginning in August, 2004.

                                       13
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


Our cost of services  increased  from  $213,413 for the three months ended March
31, 2004 to $1,287,524 for the three months ended March 31, 2005.  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 76%, which is
attributable  to an  increase  in lower  margin  staffing  opportunities  in new
markets and increased worker's comp and insurance costs.

For the three  months  ended  March 31,  2005 and 2004 the major  categories  of
expenses, as a percent of revenue were as follows:

                                                    2005              2004
                                              ----------------   ---------------
        Legal & professional                         3%                8%
        Advertising & promotion                      1%                1%
        Salaries & benefits                         12%               39%
        Taxes & licenses                             0%                0%
        Rent & leases                                2%                1%
        Travel & entertainment                       0%                0%
        Administrative expenses                     12%                9%

Legal & professional  expense  increased from $23,495 in 2004 to $56,409 in 2005
or a 140%  increase,  reflecting  an  increase  in  accounting  and legal  costs
associated with audits and the acquisition of new locations.

Advertising  and promotion  expense  increased from $2,291 in 2004 to $21,243 in
2005,  reflecting an increased level of outside advertising and promotion.  This
increase is attributable to the additional locations.  Advertising and promotion
expense was relatively unchanged, as a percent of total sales.

Salaries and benefits  increased from $113,140 in 2004 to $201,893 in 2005, or a
78%  increase,   reflecting  an  increase  in   administrative   and  management
compensation required to operate the increased number of locations.

Taxes & licenses increased slightly from $45 in 2004 to $58 in 2005,  reflecting
an increase of costs associated with licensing our company in multiple states.

Rent &  leases  expense  increased  from  $3,644  in 2004 to  $34,344  in  2005,
reflecting an increase in the total  locations being operated as a result of the
recent  acquisition.  Resolve has increased from one location in 2004 to a total
of 11  locations  as a result of the first  quarter  acquisition  on February 7,
2005.

Travel & entertainment  increased from $85 in 2004 to $2,538 in 2005, reflecting
the increased effort by our staff to market our services on a national basis.

Administrative expenses increased from $27,268 in 2004 to $205,305 in 2005. This
increase reflects increased expenses associated with operating multiple staffing
locations.  These  changes  include  increased  cost of  various  administrative
expenses,  which include,  but are not limited to printing,  postage,  shipping,
computer support, and other various public company expenses.

Interest  expense  increased  from $4,754 in 2004 to $22,822 in 2005. The change
was due to  additional  borrowing  on the credit  line and other  notes  payable
associated with our recent acquisition.

LIQUIDITY AND CAPITAL RESOURCES

As reflected in the accompanying financial statements, the Company has a working
capital  deficiency  and a  stockholder's  deficit of  $1,794,637  and $296,210,
respectively,  as of March 31,  2005.  In  addition,  the Company  has  incurred
substantial  losses  and has  been  dependent  upon  the  financial  support  of
stockholders, management and other related parties.

                                       14
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005


Management has successfully  obtained additional financial resources,  which the
Company believes will support  operations until  profitability  can be achieved.
These financial  resources  include  financing from both related and non-related
third parties, as discussed in the footnotes to the financial statements.  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, 2005

For the three months ended March 31, 2005 we incurred a net loss of $146,652. Of
this loss,  $10,190 was for  depreciation and did not represent the use of cash.
Changes in accounts receivable,  prepaid and other expenses, offset by increases
in accounts payable,  payroll, salary, and other accruals brought the total cash
used by operations to $240,422.

Our average monthly  revenue for the first quarter of 2004 was $96,076,  and has
increased  to a monthly  average  of  $561,828  for the first  quarter  of 2005.
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 officers,  shareholders
or others;  however, our operations may not provide such funds and we may not be
able obtain short-term loans from officers, shareholders or others. Our officers
and  shareholders  are under no  obligation to provide  additional  loans to the
company.

ITEM 3.  CONTROLS AND PROCEDURES

As required by Rule 13a-14 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 4.  CHANGES IN SECURITIES

On  August  20,  2004,  the  Board  of  Directors,  with a  written  consent  of
shareholders,  approved a one for five  reverse  split of the  Company's  common
stock. An Information  Statement was mailed on or about November 30, 2004 to the
holders of record at the close of business on November 25,  2004,  of the common
stock, $.0001 par value per share (the "Common Stock") of Resolve Staffing, Inc.
(the  "Company"),  in connection with action by written consent to authorize and
approve the filing of an amendment to the  Company's  Articles of  Incorporation
for the purpose of effecting:(i) a reverse stock split of the outstanding shares
of the Company's Common Stock on a one-for-five basis, with no fractional shares
to issue for any uneven or odd  number of shares.  The  Reverse  Split  shall be
accomplished by using rounding up principals  rather than issuing any fractional
shares of common stock or cash in lieu of fractional  shares;  (ii)  maintaining
the par value of the Company's Common Stock at $.0001; and (iii) maintaining the
current  number of shares of Common Stock the Company is  authorized to issue at
50,000,000.  Members of the Board of Directors and three  shareholders  owned or
had voting authority represents approximately 73% of the total outstanding votes
of all issued and  outstanding  shares of Common  Stock of the  Company and such
votes were  sufficient  to approve the action on the record date of November 25,
2004. The reverse split took place on December 28, 2004.

On February 7, 2005,  Resolve  Staffing,  Inc.,  entered into an equity purchase
agreement  ("Agreement"),  to purchase  ELS  Personnel  Services  from  Employee
Leasing Services, Inc., ("ELS"), a privately-held company located in Cincinnati,
Ohio. Resolve issued a total of 13,000,000 shares of common stock as part of the
payment  for the  acquisition.  See Item 5.  Other  Information  for  additional
information.

ITEM 5.  OTHER INFORMATION

On  January  10,  2005,  Mr.  Michael  Knox  resigned  as an  officer of Resolve
Staffing,  Inc.  There were no disputes  between the Company and Mr.  Knox.  The
Company intends to appoint another  individual as chief financial officer in the
near future.

On February 7, 2005,  Resolve  Staffing,  Inc.,  entered into an equity purchase
agreement  ("Agreement"),  to purchase  ELS  Personnel  Services  from  Employee
Leasing Services, Inc., ("ELS"), a privately-held company located in Cincinnati,
Ohio. The Company's Chief Executive Officer and director,  Ronald Heineman, is a
principal  shareholder,  officer  and  director  of ELS.  Pursuant to the equity
purchase  agreement,  Resolve acquired a total of 10 temporary employee staffing
locations from ELS.

The  acquisition of these new locations is anticipated to  significantly  expand
the geographic scope of the Company's operations.  The effects of this agreement
have not been incorporated into the financial statements as of, and for the year
ended December 31, 2004.

The aggregate purchase price was $1,630,000,  including 13,000,000 shares of the
Company's  restricted  common  stock  valued at $130,000  based on  management's
estimate  of the  fair  value  of the  restricted  common  stock,  and a  demand
promissory note in the principal amount of $1,500,000, which accrues interest at
the rate of 10% per  annum.  The  agreement  does  not  specify  any  contingent
payments, options or other commitments.

This  acquisition  was  accounted  for using the purchase  method of  accounting
whereby the total purchase price was allocated to tangible and intangible assets
based on their  fair  values as of the date of  acquisition.  The  excess of the
purchase  price over the fair value of net  tangible and  intangible  assets has
been recorded as goodwill.  The financial results of these acquired entities are
included in the consolidated  financial statements from the date of acquisition.
To date the books and records of the  locations  acquired have not been audited,
and therefore the  allocation  of the purchase  price is subject to  refinement.
Refer to Note I for discussion of pro forma financial information.

                                       16
<PAGE>


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 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.


         (b) Reports on Form 8-K

         We filed the following  reports on Form 8-K during the first quarter of
         2005:

         Form 8-K,  January 13, 2005,  Item 5 - Change in Registrants  Officers;
         Reporting the Resignation of Michael Knox as an Officer.

         Form 8-K,  February 9, 2005, Item 1 - Entry into a Material  Definitive
         Agreement; Reporting the acquisition of ELS' Staffing Division.

         Form 8-K,  April 21,  2005,  Item 5- Change in  Registrants  Directors;
         Reporting the addition of William Walton to the Board of Directors.


                                       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:  May 23, 2005                        /s/ Ronald Heineman
                                            ---------------------------------
                                            By: Ronald Heineman
                                            Chief Executive Officer (principal
                                            executive officer, director)












                                       18