EXHIBIT 31.2

                                  CERTIFICATION

      I, Michael A. Knox, Chief Financial Officer, certify that:
1.       I have  reviewed  this  quarterly  report  on Form  10-QSB  of  Resolve
         Staffing, Inc.;

2.       Based  on my  knowledge,  this  report  does  not  contain  any  untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the small business  issuer as of, and for, the periods  presented in
         this report;

4.       The small  business  issuer's  other  certifying  officer(s)  and I are
         responsible for  establishing and maintaining  disclosure  controls and
         procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e))
         for the small business issuer and have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material  information  relating to the small  business  issuer,
     including  its  consolidated  subsidiaries,  is made  known to us by others
     within those entities,  particularly during the period in which this report
     is being prepared;  (b) Evaluated the  effectiveness  of the small business
     issuer's  disclosure  controls and  procedures and presented in this report
     our  conclusions  about the  effectiveness  of the disclosure  controls and
     procedures,  as of the end of the period  covered by this  report  based on
     such  evaluation;  and (c) Disclosed in this report any change in the small
     business issuer's  internal control over financial  reporting that occurred
     during the small  business  issuer's most recent fiscal  quarter (the small
     business  issuer's  fourth fiscal  quarter in the case of an annual report)
     that has materially affected, or is reasonably likely to materially affect,
     the small business issuer's internal control over financial reporting; and

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

     (a) All significant  deficiencies and material  weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely  affect the small business  issuer's ability to record,
     process,  summarize and report  financial  information;  and (b) Any fraud,
     whether or not material,  that involves  management or other  employees who
     have a significant  role in the small business  issuer's  internal  control
     over financial reporting.

June 18, 2004

/s/ Michael A. Knox
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Name: Michael A. Knox
Title: Chief Financial Officer and Director



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