US Securities and Exchange Commission
                              Washington, DC 20549

                                   FORM 10-QSB

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 For the Quarterly period ended June 30, 2005.
                                                --------------

                        Commission File Number 000-51229
                                               ---------


                             FRONTIER STAFFING, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)


                Nevada                                   51-0482104
    -------------------------------                    -------------------
    (State or other jurisdiction of                     (IRS Employer
     incorporation or organization)                    Identification No.)



              3520 Pan American Freeway, Suite A-1, Albuquerque, NM  87107
        ----------------------------------------------------------------
                    (Address of principal executive offices)


                  Registrant's telephone number: (505) 872-3133
                                                 --------------

     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports); and (2)
has been subject to such filing requirements for the past 90 days.
                                                               Yes [X]    No [ ]

     The number of shares outstanding of our common stock, par value $.001 per
share, as of June 30, 2005 were 10,950,000 common shares.


    Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

<PAGE>

                                TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

                                                                            Page
                                                                            ----
Item 1. Financial Statements

   Condensed Consolidated Balance Sheet as of June 30, 2005.................  1

   Condensed Consolidated Statements of Operations for the three
   months and six months ended June 30, 2005 and 2004.......................  2

   Condensed Consolidated Statements of Cash Flows for the six months
ended June 30, 2005 and 2004

   Notes to Financial Statements ...........................................  3

Item 2. Management's Discussion and Analysis and Plan of Operation..........  7

Item 3. Controls and Procedures............................................. 13

PART II.OTHER INFORMATION

Item 1. Legal Proceedings................................................... 13

Item 2. Changes in Securities............................................... 13

Item 3. Defaults Upon Senior Securities..................................... 13

Item 4. Submission of Matters to a Vote of Security Holders................. 13

Item 5. Other Information................................................... 13

Item 6. Exhibits and Reports on Form 8-K.................................... 14

Signatures.................................................................. 14


<PAGE>

PART I.  FINANCIAL INFORMATION

     All references to "us", "we", or "the Company" refer to Frontier Staffing,
Inc., and its subsidiary.


ITEM 1.  FINANCIAL STATEMENTS


                             FRONTIER STAFFING, INC.
                      Condensed Consolidated Balance Sheet
                                  June 30, 2005
                                   (Unaudited)

     Assets
Current Assets:
   Cash and equivalents                                   $   169,554
   Accounts receivable, less allowance
   for doubtful accounts of $131,519                        1,324,587
   Other current assets                                         3,160
                                                          -----------
          Total current assets                              1,497,301

Property and Equipment at cost, less
accumulated depreciation                                       79,913

Other Assets                                                   11,337
                                                          -----------

          Total assets                                    $ 1,588,551
                                                          ===========


    Liabilities and Stockholders' Equity
Current Liabilities:
   Accrued expenses                                       $   486,629
   Accrued interest payable to shareholder                     47,666
                                                          -----------
          Total current liabilities                           534,295

Note Payable to Shareholder                                   562,944
                                                          -----------

   Total liabilities                                        1,097,239
                                                          -----------

Stockholders' Equity:
   Preferred stock, $.01 par value per share,
     1,000,000 -authorized, none issued
   Common stock, $.001 par value per share,
     50,000,000 authorized, 10,950,000
     issued and outstanding                                    10,950
   Additional paid-in capital                               1,408,522
   Accumulated (deficit)                                     (928,160)
                                                          -----------
          Total stockholders' equity                          491,312
                                                          -----------

 Total liabilities and stockholders' equity               $ 1,588,551
                                                          ===========

     See accompanying notes to condensed consolidated financial statements.
                                                                          Page 1

<PAGE>

<TABLE>
                                          FRONTIER STAFFING, INC.
                              Condensed Consolidated Statements of Operations
                                                (Unaudited)
<CAPTION>

                                           Three Months Ended June 30,     Six Months Ended June 30,
                                          ----------------------------    ----------------------------
                                              2005           2004             2005            2004
                                          ------------    ------------    ------------    ------------
<S>                                       <C>             <C>             <C>             <C>
Revenue                                   $  1,717,739    $    760,598    $  2,812,049    $  1,462,913

Direct Cost of Services                      1,407,774         673,357       2,320,371       1,283,566
                                          ------------    ------------    ------------    ------------

           Gross profit                        309,965          87,241         491,678         179,347
                                          ------------    ------------    ------------    ------------


Operating Expenses:
   Selling, general and administrative         314,508         140,106         577,672         281,209
   Depreciation                                  4,356           4,534          10,140           9,068
                                          ------------    ------------    ------------    ------------

           Operating (Loss)                     (8,899)        (57,399)        (96,134)       (110,930)

   Interest expense                            (11,254)         (5,608)        (21,841)         (9,991)
                                          ------------    ------------    ------------    ------------

Net (Loss)                                $    (20,153)   $    (63,007)   $   (117,975)   $   (120,921)
                                          ============    ============    ============    ============

Net (loss) per share, basic and diluted   $      (0.00)   $      (0.01)   $      (0.01)   $      (0.01)
                                          ============    ============    ============    ============

Basic and diluted weighted average
    shares outstanding                      10,950,000       8,950,000      10,021,154       8,950,000
                                          ============    ============    ============    ============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.
                                                                          Page 2

<PAGE>

<TABLE>
                             FRONTIER STAFFING, INC.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<CAPTION>

                                                                   Six Months Ended June 30,
                                                               ----------------------------------
                                                                    2005               2004
                                                               ---------------    ---------------
<S>                                                            <C>                <C>
Cash flows (used in) operating activities:
    Net (loss)                                                 $      (117,975)   $      (120,921)
    Adjustments to reconcile net (loss) to cash (used in)
       operations:
          Depreciation expense                                          10,140              9,068
          Services contributed by officers                              25,000             34,000
          Stock option expense                                            --                  941
          Changes in assets and liabilities:
             Accounts receivable                                      (876,503)          (118,961)
             Other current assets                                       (3,160)            (1,843)
             Accrued expenses                                          325,822             68,262
             Accrued interest payable                                   21,834              9,991
             Other assets                                              (11,337)              --
                                                               ---------------    ---------------
                   Net cash provided by (used in) operations          (626,179)          (119,463)
                                                               ---------------    ---------------

Cash flows from investing activities:
    Purchase of equipment                                              (58,532)              --
    Proceeds from sale of equipment                                       --               (1,562)
                                                               ---------------    ---------------
                Net cash (used in) investing activities                (58,532)            (1,562)
                                                               ---------------    ---------------

Cash flows from financing activities:
    Shareholder advances                                               361,458            139,979
    Repayment of shareholder advances                                 (250,000)              --
    Collection of stock subscriptions                                     --                6,540
    Proceeds from issuance of common stock                             600,000               --
                                                               ---------------    ---------------
                Net cash provided by financing activities              711,458            146,519
                                                               ---------------    ---------------

                Net increase in cash and cash equivalents               26,747             25,494

Cash and equivalents at beginning of year                              142,807            133,532
                                                               ---------------    ---------------

Cash and equivalents at end of year                            $       169,554    $       159,026
                                                               ===============    ===============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.
                                                                          Page 3

<PAGE>


                             FRONTIER STAFFING, INC.
              Notes to Condensed Consolidated Financial Statements



(1)  Basis of Presentation

     The accompanying condensed consolidated financial statements have been
     prepared by the Company without audit, pursuant to the rules and
     regulations of the Securities and Exchange Commission and in accordance
     with accounting principles for interim financial information. In the
     opinion of management, these condensed consolidated financial statements
     contain all adjustments (consisting only of normal recurring adjustments)
     necessary to fairly state the financial position of the Company as of June
     30, 2005 and the comparative results of its operations for the three and
     six months then ended and cash flows for the six months then ended.

     Certain information and footnote disclosures normally included in financial
     statements prepared in accordance with generally accepted accounting
     principles have been condensed or omitted. Interim results of operations
     are not necessarily indicative of results for subsequent interim periods or
     the remainder of the full year. These financial statements should be read
     in conjunction with our Annual Report on Form 10-KSB for the year ended
     December 31, 2004.

(2)  Net Earnings (Loss) Per Share

     Basic earnings (loss) per share is computed by dividing the net income or
     loss by the weighted average number of common shares outstanding during the
     period. Diluted earnings per common share are computed by dividing net
     income by the weighted average common shares and potentially dilutive
     common share equivalents. The effects of potential common stock equivalents
     are not included in computations when their effect is anti-dilutive.
     Because of the net loss for the periods ended June 30, 2005 and 2004, the
     basic and diluted average outstanding shares are considered the same, since
     including the share equivalents would have an antidilutive effect on the
     loss per share calculation.

(3)  Contributed services

     The Company's President has not been paid any salary for full-time
     services. The Company has estimated the value of the forgone salary at
     $25,000 for the six months ended June 30, 2005 and 2004, which has been
     recorded as a contribution to capital. Another officer had not been paid
     any salary for services rendered through March 31, 2004. The Company
     estimated the value of the forgone salary for the six months ended June 30,
     2004 at $9,000, which was recorded as a contribution to capital. Effective
     April 1, 2004, the officer began receiving a salary. The Company also uses
     nominal office space provided by this officer on a rent-free basis.

(4)  Commencement of operations in Arizona

     On February 1, 2005, the Company opened an office and began operations in
     Phoenix, Arizona. The Company entered into a lease for office space under a
     non-cancelable lease agreement. The lease calls for lease payments ranging
     from $4,092 to $4,604 plus common area expenses over the term of the lease
     expiring March 31, 2010. The Company's President has personally guaranteed
     this lease.

                                                                          Page 4
<PAGE>

                             FRONTIER STAFFING, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Continued)


(5)  Events subsequent to June 30, 2005

     The Company has an unsecured note payable to its majority shareholder and
     President totaling $562,944 as of June 30, 2005. Interest on the advances
     has been accrued at 7% per annum. All principal and accrued interest are
     due December 31, 2009. Subsequent to June 30, 2005, the Company made a
     $25,000 payment on the note payable.

     On August 1, 2005, the Company opened an office and began start-up
     operations in Las Vegas, Nevada. The Company entered into a lease for
     office space under a non-cancelable lease agreement. The lease calls for
     lease payments of $3,120 plus common area expenses and other miscellaneous
     expenses over the term of the lease expiring June 30, 2010. The Company's
     President has personally guaranteed this lease.

     The Company is in the process of signing a lease to move its Albuquerque,
     New Mexico office due to the expiration of its existing lease. The new
     office will provide the necessary space to accommodate the growth of the
     Company. The lease calls for lease payments ranging from $2,790 to $3,011
     plus common area expenses over the term of the lease expiring September 30,
     2010. The Company's President has personally guaranteed this lease.

     In July 2005, the Company entered an agreement with a number of investors
     for $750,000 of 9% Secured promissory notes, due along with any unpaid
     interest 18 months after issuance. The Company's President and Chief
     Financial Officer are part of the investor group. Under the terms of the
     Notes, the Company granted the Lenders a security interest in accounts
     receivable of the Company and any other assets of the Company as set forth
     in a Security Agreement. The Company will make interest only payments
     monthly commencing August 1, 2005. The Company also agreed to pay the
     Lenders an origination fee of five percent (5%) of the Principal Amount of
     the Notes, at the execution of the Notes. The origination fee was assessed
     at five percent (5%) of the Principal Amount at the inception of the loan.
     Consequently, the Company received net proceeds of $712,500. Proceeds from
     the Notes were used to partially repay the shareholder note as discussed
     above and provide working capital.


     In connection with the Note described above, the Company granted warrants
     to purchase common stock equal to 0.1 warrant for each dollar on the loan
     given or 75,000 warrants. The warrants vest immediately, are exercisable at
     price of $.30 per share and expire in 2009.


     The Company was informed by its workers compensation insurance carrier in
     New Mexico that it would be no longer be providing such coverage. Hence,
     the Company has re-joined the state pool for insurance coverage. As a
     result, the Company has experienced an increase in its workers compensation
     insurance expense in New Mexico. The Company is in the process of locating
     another carrier with more favorable rates, although it cannot guarantee
     that such outcome will take place.

                                                                          Page 5
<PAGE>

                             FRONTIER STAFFING, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Continued)


     The Company granted warrants in August 2005 to Sanders Morris Harris for
     investment banking services to purchase from the Company at any time, or
     from time to time during the period commencing on August 1, 2005 and
     expiring August 1, 2010, up to Two Hundred Thousand (200,000) fully paid
     and non-assessable shares of Common Capital Stock of the Company Stock at a
     price equal to Thirty Cents ($0.30) per share.

                                                                          Page 6
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

     The following discussion of our financial condition and results of
operations should be read in conjunction with, and is qualified in its entirety
by, the condensed consolidated financial statements and notes thereto included
in Item 1 in this Quarterly Report on Form 10-QSB. This item contains
forward-looking statements that involve risks and uncertainties. Actual results
may differ materially from those indicated in such forward-looking statements.

Forward-Looking Statements

     This Quarterly Report on Form 10-QSB and the documents incorporated herein
by reference contain forward-looking statements that have been made pursuant to
the provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based on current expectations, estimates, and
projections about our industry, management beliefs, and certain assumptions made
by our management. Words such as "anticipates," expects," "intends," "plans,"
"believes," "seeks," "estimates," variations of such words, and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties, and assumptions that are difficult to predict; therefore,
actual results may differ materially from those expressed or forecasted in any
such forward-looking statements. Unless required by law, we undertake no
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events, or otherwise. However, readers should
carefully review the risk factors set forth in other reports and documents that
we file from time to time with the Securities and Exchange Commission,
particularly the Report on Form 10-SB, and future Annual Reports on Form 10-KSB
and any Current Reports on Form 8-K.

Overview and History

     Frontier Staffing, Inc. was incorporated in the State of Nevada on
September 3, 2003. We were formed to acquire Tradestar Construction Services,
Inc., a New Mexico corporation, which is a wholly-owned subsidiary operating as
an employment staffing service specializing in the placement of both long-term
and short-term skilled and unskilled construction labor to the New Mexico
construction market. In January, 2004, we acquired Tradestar Construction
Services, Inc. in a stock-for-stock exchange. We issued a total of 6,400,000
shares.

     We develop, own, and operate employment service centers in specific
regional areas specializing in the placement of skilled construction labor. We
will provide both skilled commercial craftsmen and general unskilled labor to
the construction markets located in the areas where we plan to operate. We
currently have operations in Albuquerque, New Mexico, Phoenix, Arizona and
beginning in Las Vegas, Nevada effective August 1, 2005.

     Our headquarters are located at 3520 Pan American Freeway, Suite A-1
Albuquerque, NM 87107. Our phone number at our headquarters is (505) 872-3133.
Our fiscal year end is December 31.

     On July 7, 2004, we filed a registration statement under cover of Form SB-2
with the SEC. This registration statement was effective on February 10, 2005.
The offering was closed on March 30, 2005. We raised $600,000 and sold a total
of 2,000,000 shares in the offering. As of April 15, 2005, there were 10,950,000
common shares issued and outstanding.

     We have not been subject to any bankruptcy, receivership or similar
proceeding.

                                                                          Page 7
<PAGE>


Results of Operations
--------------------------------------------------------------------------------

     We have a limited operating history in our present format and have incurred
continuous losses since inception through the fiscal quarter ended June 30,
2005. The second quarter loss, which declined significantly from the first
quarter loss, was primarily attributable to the start-up operations of our new
office in Phoenix, Arizona which opened February 1, 2005. However, our history
of losses may continue into the future.

     We had total revenues for the three months ended June 30, 2005 of
$1,717,739, compared to total revenues of $760,598 for the three months ended
June 30, 2004. We had total revenues for the six months ended June 30, 2005 of
$2,812,049, compared to total revenues of $1,462,913 for the six months ended
June 30, 2004. Our higher revenues were the result of the opening of a new
office in Phoenix in February 2005 and increased customer activity in
Albuquerque.

     Our total direct costs of services for the three months ended June 30,
2005 were $1,407,774 compared to $673,357 for the three months ended June 30,
2004. We had total direct costs of services for the six months ended June 30,
2005 of $2,320,371, compared to $1,283,566 for the six months ended June 30,
2004. Direct costs of services include all direct costs incurred in providing
employment services. Direct costs consist of wages for temporary employees,
federal and state payroll taxes, workers compensation and per diem direct costs
associated with the services. Direct costs of services are generally consistent,
except for payroll taxes where the maximum contribution has been met and for
workers compensation, which vary with each job site.

     The difference between gross revenues and direct costs of services is gross
profit. Our gross profit for the three months ended June 30, 2005 was $309,965
compared to gross profit of $87,241 for the same period ended 2004. Our gross
profit for the six months ended June 30, 2005 was $491,678 compared to gross
profit of $179,347 for the same period ended 2004. Our higher revenues
associated with opening of the Phoenix office contributed directly to our higher
gross profit.

     Selling, general and administrative expenses for the three months ended
June 30, 2005 increased to $314,508 compared to $140,106 for the same period
ended June 30, 2004. Selling, general and administrative expenses for the six
months ended June 30, 2005 increased to $577,672 compared to $281,209 for the
same period ended June 30, 2004. The increase in selling, general and
administrative expenses for the three months ended June 30, 2005 was primarily a
result of the expansion of our operation, which now includes both the
Albuquerque and Phoenix offices. For the six month period ended June 30, 2005,
the increase was a result of the expansion of our operation and certain expenses
related to our recent public offering. The major components of operating
expenses include professional fees, salaries and associated payroll costs, rent
and telephone expenses.

     Our interest expense increased for the three months ended June 30, 2005 at
$11,254 compared to interest expense of $5,608 for the same period ended June
30, 2004. Our interest expense increased for the six months ended June 30, 2005
at $21,841 compared to interest expense of $9,991 for the same period ended June
30, 2004. These increases came as a result of our president and majority
shareholder, agreeing to fund, by increasing the note payable to him, the sales
growth and applicable growth in accounts receivable and the start-up costs for
our Phoenix office.

                                                                          Page 8
<PAGE>


     We had a net loss of $20,153 for the three months ended June 30,
2005,compared to a net loss of $63,007 for the three months ended June 30,2004.
We had a net loss of $117,975 for the six months ended June 30, 2005,compared to
a net loss of $120,921 for the six months ended June 30,2004. We have incurred
continuous losses since inception through the fiscal quarter ended June 30,
2005. However, we have significantly increased our revenue due to the opening of
the Phoenix office. Our losses were primarily attributable to the start-up
operations of our new office in Phoenix, Arizona which opened February 1, 2005
and the costs of our public offering. However, our history of losses may
continue into the future especially with the opening of a new office in Las
Vegas, Nevada in August 2005. It is too early to determine whether we will be
profitable as a Company for the entire fiscal year.

With respect to our Phoenix office, we had $839,572 in revenues for the
three months ended June 30, 2005 and revenues of $943,049 for the six months
ended June 30, 2005. Our total direct costs of services for the three months
ended June 30, 2005 were $660,826 and $741,987 for the six months ended June 30,
2005. Our gross profit for the three months ended June 30, 2005 was $178,746 and
$201,061 for the six months ended June 30, 2005. Selling, general and
administrative expenses for the three months ended June 30, 2005 was $163,499
and $251,310 for the six months ended June 30, 2005. We had net income of
$12,929 for the three months ended June 30, 2005 and a net loss of $54,802 for
the six months ended June 30, 2005. We do expect to become profitable in our
Phoenix office by fiscal year end but there can be no assurances that this will
happen.


Liquidity and Capital Resources
-------------------------------

     As of June 30, 2005, we had cash and cash equivalents of $169,554, compared
to cash and cash equivalents of $159,026 as of June 30, 2004.

     Net cash used in operating activities was $626,179 for the six months ended
June 30, 2005, compared to net cash used of $119,463 for the six months ended
June 30, 2004. As a result of increased payroll liabilities and increasing
accounts receivable caused by increasing sales, the net cash used by
operations increased significantly. Our accounts receivable increased
significantly from $118,961 for the six months ended June 30, 2004 to $876,503
for the six months ended June 30, 2005. Subsequent to the end of the fiscal
quarter, we issued $750,000 of 9% secured promissory notes to provide liquidity.
See Note 5 to the condensed consolidated financial statements.

     We anticipate that overhead costs in current operations, excluding the
opening of the Las Vegas office, will remain fairly constant as sales improve
except for costs associated with marketing. Hence each additional sale and,
correspondingly, the gross profit of such sale is expected to have minimal
offsetting overhead cost. Thus, incremental sales contribute to profit at a
higher return on sales rate due to not needing to expand overhead at the same
pace.

     Cash flows used in investing activities were $58,532 during the six months
ended June 30, 2005, compared to $1,562 for the six months ended June 30, 2004.
The increase is primarily due to purchases of computers, office equipment,
furniture and fixtures and leasehold improvements for our Phoenix and Las Vegas
Centers.

                                                                          Page 9
<PAGE>

     Cash flows provided by financing activities accounted for $711,458 for the
six months ended June 30, 2005, compared to net cash provided of $146,519 for
the six months ended June 30, 2004. We received a total of $361,458 and repaid a
total of $250,000 in shareholder advances from our majority shareholder and
president during this period. These cash flows also reflect our recent public
offering, which raised $600,000 from the sale of 2,000,000 shares.

     With the Las Vegas office open, our ongoing operating cost per month are
approximately $180,000 to $220,000 which includes salaries, advertising, office
expense and professional fees. The Las Vegas office represents approximately
$55,000 to $70,000 per month of this amount.

    Our principal source of liquidity is our operations. Our variation in
revenues is based upon the level of our business activity and continues to
account for the difference between a profit and a loss. Also business activity
is closely tied to the economy of each city and the U.S. economy. A slow down in
construction will have a negative impact to our business. In any case, we try to
operate with minimal overhead. Our primary activity will be to seek to expand
the number of our centers and, consequently, our revenues. If we succeed in
expanding our customer base and generating sufficient revenues, we will become
profitable. We cannot guarantee that this will ever occur.

Recently Issued Accounting Pronouncements
------------------------------------------

     We do not expect the adoption of any recently issued accounting
pronouncements to have a significant impact on our net results of operations,
financial position, or cash flows.

Seasonality
-----------

     We do not expect our revenues to be impacted by seasonal demands for our
services.

Plan of Operation
------------------

     As of the date of this Form 10-QSB filing, we are operating from three
centers, one in Albuquerque, New Mexico, the second in Phoenix, Arizona, which
opened in February, 2005 and the third in Las Vegas, Nevada, which opened in
August, 2005.

     In determining whether to open a center, we perform an analysis of a
specific region before making a decision. We begin by looking at construction
markets rated at least in the top ten in activity and number of dollars spent as
determined by government rankings. Each region must have a specific percentage
mix of ready skilled labor. We also look at the competitors in the market as we
believe that they provide a gauge of the sales in the market. We look at sales
channels that our competitors may not be servicing for value added complements
to our services we offer clients. We look at the employment rates in skilled
labor in the market to see if an ample inventory of labor is available to us to
service our clients. We also look at wage, benefit and workers compensation
rates being paid to see if they allow a reasonable return on investment to be

                                                                         Page 10
<PAGE>

made. Workers compensation insurance is an area we analyze thoroughly because of
its large impact on gross profit. Finally, we analyze the ability to generate at
least $3.0 million in sales from each market as our minimum sales criteria. We
continue to review our criteria for an additional center and have not yet
finalized our decision on centers being considered in either Texas or Colorado.
However, we believe that these areas are promising and we plan eventually to
have centers in these states.

     Beginning in February 2005 and August 2005, we started recruiting and
training in-house staff for our Phoenix, Arizona and Las Vegas, Nevada centers,
respectively. We plan to recruit skilled construction craftsmen and general
labor through classified advertisements in local newspapers and by word of
mouth. At the same time, we will begin contacting prospective users of our
service. We will use trade organizations to begin making contacts. Every time we
open a center, we will perform the same preliminary functions.

     It is our plan to be profitable after approximately twelve months of full
operations in each center, although we cannot guarantee that we will. We believe
that we are developing sufficient business in the Albuquerque market. With the
profitability of the Phoenix center, we believe that our company will become
profitable, although we cannot guarantee that we will. The following criteria
for the milestones are based on estimates derived from research and marketing
data accumulated by our directors. They are only estimates, however.

     We believe that it will take approximately three full months to begin
operations on our Las Vegas center. We have negotiated a lease and purchased
furniture and equipment. We hired sufficient staff to start operations and we
plan on having four full-time employees, consisting of a manager, payroll clerk,
sales representative, and a general receptionist. Initially, we have allocated
$4,000 per month for the lease, $25,000 to $50,000 for the equipment, and
$240,000 to $250,000 annually for salaries.

1.   Completion of our recent offering allowed us to begin operations on our
     Phoenix and Las Vegas centers. The costs to purchase the necessary
     equipment and supplies as well as advertise for, hire and train our initial
     employees is estimated to be $250,000 per center.

2.   Based on our current financial position, we believe that we can repeat the
     process for an additional center at an estimated cost of $250,000.

     We do not anticipate the need to raise additional capital resources in the
next twelve months unless the Phoenix and Las Vegas offices are more successful
than we have anticipated, and we determine to expand further into more than one
additional city in this period. In such a case, we expect the source of such
funding to be generated internally and/or through another offering.

                                                                         Page 11
<PAGE>


     No commitments to provide additional funds have been made by management or
current shareholders. There is no assurance that additional funds will be made
available to us on terms that will be acceptable, or at all, if and when needed.
We expect to generate revenues shortly after commencement of business, but there
can be no assurance we will generate revenues sufficient to continue operations
or to expand.

     Our advertising and marketing focus is directed to areas where the costs
are minimal, such as advertising in local newspapers. We also rely on
word-of-mouth advertising and will strive to satisfy our customers. We believe
that word-of-mouth advertising is an effective form of advertising because of
Mr. Down's previous reputation in the Phoenix market and in the construction
market in general and the quality of service that we bring to clients. We
believe that satisfied clients will bring more and repeat customers.

Critical Accounting Policies and Practices
-------------------------------------------

     Revenues consist of hourly charges billed to customers for the services of
employees assigned to worksites. Gross billings are rendered weekly and are
recognized at the time service is provided to customers.

     Direct costs of services include compensation paid worksite employees,
related payroll taxes, benefits and workers' compensation insurance. Costs of
services are recognized when incurred based on hours worked by worksite
employees.

     Emerging Issues Task Force ("EITF") No. 99-19, "Reporting Revenues Gross as
a Principal Versus Net as an Agent", establishes criteria for recognizing
revenues on a gross or net basis. The Company is the primary obligor in its
transactions, has responsibility for fulfillment, including the acceptability of
services ordered and purchased by customers. In addition, the Company has all
credit risk, retains substantially all risk and rewards of the services
rendered, has sole discretion in staffing engagements and setting the billing
rates of its employees. Accordingly, the Company records all transactions at the
gross revenue amount billed, consistent with the provisions of EITF 99-19.

     ALLOWANCE FOR DOUBTFUL ACCOUNTS. The determination of the collectability of
amounts due from our customers requires us to use estimates and make judgments
regarding future events and trends, including monitoring our customer payment
history and current credit worthiness to determine that collectabilty is
reasonably assured, as well as consideration of the overall business climate in
which our customers operate. Inherently, those uncertainties require us to make
frequent judgments and estimates regarding our customers' ability to pay amounts
due us in order to determine the appropriate amount of valuation allowances
required for doubtful accounts. Provisions for doubtful accounts are recorded
when it becomes evident that the customers will not be able to make the required
payments at either contractual due dates or in the future. We believe that our
reserve for doubtful accounts is adequate to cover anticipated losses under
current conditions; however, uncertainties regarding changes in the financial
condition of our customers, either adverse or positive, could impact the amount
and timing of any additional provisions for doubtful accounts that may be
required.

                                                                         Page 12
<PAGE>


     IMPAIRMENT OF LONG-LIVED ASSETS. Long-lived assets, which include property,
plant and equipment, goodwill and other intangibles, comprise a significant
amount of our total assets. We make judgments and estimates in conjunction with
the carrying value of these assets, including amounts to be capitalized,
depreciation and amortization methods and useful lives. Additionally, the
carrying values of these assets are reviewed for impairment or whenever events
or changes in circumstances indicate that the carrying amounts may not be
recoverable. An impairment loss is recorded in the period in which it is
determined that the carrying amount is not recoverable. This requires us to make
long-term forecasts of future revenues and costs related to the assets subject
to review. These forecasts require assumptions about demand for our products and
services, future market conditions and technological developments. Significant
and unanticipated changes to these assumptions could require a provision for
impairment in a future period.


ITEM 3. CONTROLS AND PROCEDURES

     As of the date of this report, our Chief Executive Officer and our Chief
Financial Officer evaluated the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Rule 13a-15b under the Securities
Exchange Act of 1934. Based on their review of our disclosure controls and
procedures, they have concluded that our disclosure controls and procedures are
effective in timely alerting each of them to material information relating to us
that is required to be included in our periodic SEC filings. Further, there were
no significant changes in the internal controls or in other factors that could
significantly affect these disclosure controls after the evaluation date and the
date of this report. Nor were there any significant deficiencies or material
weaknesses in such disclosure controls and procedures requiring corrective
actions. As a result, no corrective actions were taken.


PART II.  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     There are no legal proceedings, to which we are a party, which could have a
material adverse effect on our business, financial condition or operating
results.

ITEM 2. CHANGES IN SECURITIES

         None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

ITEM 5. OTHER INFORMATION

         Not Applicable.

                                                                         Page 13
<PAGE>


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits
--------

31.1            Certification of Chief Executive Officer pursuant to Rule
                13a-14(a)/15(d)-14(a)

31.2            Certification of Chief Financial Officer pursuant to Rule
                13a-14(a)/15(d)-14(a)

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

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


Reports on Form 8-K
-------------------

     We filed no report on Form 8-K during the fiscal quarter ended June 30,
2005.



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date                          Frontier Staffing, Inc.,

August 19, 2005               By:   /s/ Clarence Downs
                                  --------------------------------------------
                                  Clarence Downs, Chief Executive Officer


August 19, 2005               By:  /s/ Frederick A. Huttner
                                  --------------------------------------------
                                  Frederick A. Huttner, Chief Financial Officer

                                                                         Page 14