<PAGE>


                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                                   (Mark One)

[X]      Annual report under Section 13 or 15(d) of the Securities
         Exchange Act of 1934

                   For the fiscal year ended December 31, 2002

[ ]      Transition report under Section 13 or 15(d) of the Securities
         Exchange Act of 1934

              For the transition period from _________ to _________

                           Commission File No. 0-29485

                               RESOLVE STAFFING, INC.
                 (Name of Small Business Issuer in Its Charter)

         NEVADA                                            33-0850639
------------------------------                             ----------
(State or Other Jurisdiction of                          (IRS Employer
Incorporation or Organization)                         Identification Number)

105 North Falkenburg Road, Tampa, FL                           33619
-----------------------------------------                      -----
(Address of Principal Executive Offices)                    (Zip Code)

                                 (813) 662-0074
                           (Issuer's Telephone Number)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:  (None)

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                         Common Stock, par value $0.0001
                         -------------------------------
                                (Title of Class)

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 [ ]


Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year: $471,821

The market value of the common stock held by non-affiliates cannot be estimated
since there is no market for the company's shares.

The were 6,046,069 shares of common stock outstanding as of March 15, 2003.


                       DOCUMENTS INCORPORATED BY REFERENCE
None.

           Transitional Small Business Disclosure Format (check one):

                                 Yes [ ] No [X]

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                                INTRODUCTORY NOTE

This Annual Report on Form 10-KSB may be deemed to contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The Company intends that
such forward-looking statements be subject to the safe harbors created by such
statutes. The forward-looking statements included herein are based on current
expectations that involve a number of risks and uncertainties. Accordingly, to
the extent that this Annual Report contains forward-looking statements regarding
the financial condition, operating results, business prospects or any other
aspect of the Company, please be advised that the Company's actual financial
condition, operating results and business performance may differ materially from
that projected or estimated by the Company in forward-looking statements. The
differences may be caused by a variety of factors, including but not limited to
adverse economic conditions, intense competition, including intensification of
price competition and entry of new competitors and products, adverse federal,
state and local government regulation, inadequate capital, unexpected costs and
operating deficits, increases in general and administrative costs, lower sales
and revenues than forecast, loss of customers, customer returns of products sold
to them by the Company, disadvantageous currency exchange rates, termination of
contracts, loss of suppliers, technological obsolescence of the Company's
products, technical problems with the Company's products, price increases for
supplies and components, inability to raise prices, failure to obtain new
customers, litigation and administrative proceedings involving the Company, the
possible acquisition of new businesses that result in operating losses or that
do not perform as anticipated, resulting in unanticipated losses, the possible
fluctuation and volatility of the Company's operating results, financial
condition and stock price, losses incurred in litigating and settling cases,
dilution in the Company's ownership of its business, adverse publicity and news
coverage, inability to carry out marketing and sales plans, loss or retirement
of key executives, changes in interest rates, inflationary factors, and other
specific risks that may be alluded to in this Annual Report or in other reports
issued by the Company. In addition, the business and operations of the Company
are subject to substantial risks that increase the uncertainty inherent in the
forward-looking statements. In light of the significant uncertainties inherent
in the forward-looking information included herein, the inclusion of such
information should not be regarded as a representation by the Company or any
other person that the objectives or plans of the Company will be achieved.


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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS


Background of the company

     Resolve Staffing, Inc. (formerly Columbialum Staffing, Inc. and
Columbialum, Ltd.) was organized under the laws of the State of Nevada on April
9, 1998, and was a "blank check" or "shell" company whose primary purpose was to
engage in a merger with, or acquisition of one or a small number of private
firms expected to be private corporations, partnerships or sole proprietorships.
On September 27, 2001, Work Holdings LLC, a limited liability company controlled
by Rene Morissette and William A. Brown, acquired 97.4% of our outstanding
common stock, changed management, and in November 2001, entered into an
agreement to acquire Integra Staffing, Inc. ("Integra") for 50,000 shares of our
common stock. Work Holdings LLC was a parent of Resolve prior to the acquisition
of Integra. As a result of the issuance of 50,000 shares to the former
shareholders of Integra in the acquisition, Work Holdings LLC's ownership was
reduced to 39%, was reduced to 9.8% as a result of the conversion of outstanding
convertible debentures and was further reduced to 4.7% (8.5% assuming the
exercise of 200,000 warrants) as a result of the issuance of 5,000,000 units,
previously described. We acquired Integra in December 2001 and its staffing
business is the core of our business at the present time.

Integra was organized on August 16, 1999 in the State of Florida.  We acquired
all of the outstanding capital stock of Integra on December 12, 2001 in exchange
for 50,000 shares of our common stock.  At the time of the exchange, the  50,000
shares represented 60% of our outstanding common stock.  The shareholders of
Integra were two trusts in which Frank Harman was the grantee and beneficiary
and Cristino L. Perez, our CFO, was trustee,  R. Gale Porter and  his wife,
Jerry G. Porter, Charles and Lorraine Lincoln and the William A. Brown Family
Trust.

On September 24, 2001, Premier Ventures Inc. acquired 32,466 shares of Resolve
from M. Richard Cutler and Vi Bui.  On September 27, 2001 Work Holdings LLC
acquired the 32,466 shares from Premier Ventures for $100,000 At the time of the
transfer, such shares represented 97.4% of our outstanding stock.  We have come
to understand that the transaction was structured by Premier as a two step
transaction  to provide Premier with $75,000 profit on a riskless basis.  There
are no relationships or associations between Premier, its officers, directors
and affiliates and Resolve, Work Holdings LLC or their respective officers,
directors and affiliates. The acquisition of 97.4% of our stock outstanding in
September 2001 (which shares now represent 0.6% of our outstanding stock) by
Work Holdings LLC was to obtain a reporting company shell with which to acquire
assets of a temporary workforce business.  Work Holdings LLC is managed by Rene
Morissette, who has no family relationship to any of our officers and directors.
Work Holdings LLC is beneficially owned by Mr. Perez, our CFO (15.13%), (29.12%)
and Mr. Charles Lincoln, our former CEO (44.58%).

ACQUISITION OF INTEGRA

     We entered into an agreement to acquire Integra in November 2001 in
exchange for the issuance of  50,000 shares of common stock and completed the
transaction December 12, 2001, which involved the issuance of the shares to the
individuals that owned Integra capital stock, as follows:



     R. Gale and Jerry Port                17,500
     Cristino L. and Elona Perez            7,750
     William A. Brown Family Trust         12,685
     Frank Hartman                          1,815
     Charles and Lorraine Lincoln          10,250
                                           ------
                                           50,000
                                        3
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Integra was incorporated for the purpose of establishing and operating a
temporary employment agency. The terms of the acquisition required Columbialum
to issue 1,500,000 shares of (pre-split) common stock representing 60% of the
then outstanding shares in exchange for 100% of the outstanding shares of
Integra common stock, 1,000 shares at a par value of $.01 per share. The
exchange rate was 1,500 shares of Columbialum for every one share of Integra

We plan to grow our business through the acquisition of private companies in the
staffing industry that would provide types of staffing and/or related services
with which we are familiar. We may seek private staffing companies for
acquisitions or strategic alliances both in and out of the Tampa, Florida area.
We believe that by acquiring existing staffing companies it will enable us to:

-     recruit well-trained, high-quality professionals;
-     expand our service offerings;
-     gain additional industry expertise;
-     broaden our client base; and
-     expand our geographic presence.







                                        4
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We do not currently have any signed agreements to acquire any private company.
We have had discussions with one staffing company and have signed a
confidentiality agreement to facilitate the exchange of  due diligence
information. Thus far our preliminary discussions have focused on a stock for
stock exchange, but terms are not definite.  The confidentiality agreement does
not obligate either party to any transaction, but limits the parties from
disseminating proprietary information to anyone except employees or agents of
the respective companies.   A material issuance of shares would have a negative
effect on current investors by diluting their ownership interest.  None of our
promoters, management, affiliates or associates have any interest, direct or
indirect, in the company we are having discussions with.  There is no present
plan to engage in such an interested party transaction because none of the
persons enumerated above have any other business interest in the staffing
industry.  We do not have any corporate policy that would prohibit such a
transaction, subject to the requirements and limitations of Delaware corporate
law regarding director obligations of fair dealing.

While we may prefer to structure potential acquisitions in the form of a stock
for stock exchange, we may acquire private companies for a combination of cash
and stock.  The principal factors that would effect whether a transaction is
solely for stock or a combination of stock and cash are the tax and financial
objectives of the prospective sellers.   Three major factors in being able to
acquire private companies are (1) workers compensation insurance coverage, (2)
financing, and (3) an exit strategy for owners of these private companies.  We
have secured or workers compensation insurance with a major carrier with an
excellent modification rate, and are poised to add additional staffing employees
cost effectively. Although, except as described above, the Company has not
actively attempted to attract or negotiate with acquisition candidates,
management believes they will be able to secure temporary and permanent
financing for the initial cash requirement of a limited number of acquisitions.
Management further believes that negotiations with prospective target companies
would be most effective once the Company's stock has a public market, of which
there is no assurance.   Management believes that many private company may be
acquired using future payout and not require significant current cash outlay.
Any such acquisition may require the issuance of large number of shares of
common or preferred stock, which would have a dilutive effect on current
shareholders.

     We had verbal agreements with two business brokers in an effort to assist
us to identify potential candidates for potential acquisitions consistent with
our growth by acquisition plan.  These brokers were not affiliates of the
Company or of our officers, directors or affiliates.  There were no arrangements
as to compensation in the event that any of these brokers identified a potential
business acquisition, they have not identified any such candidates and we have
not paid any commissions or any fees to them thus far.  We have decided not to
use their services to identify acquisition candidates.




                                        5
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We hope to complete the acquisition of at least one private company within the
next 12 months, but we may not be able to do so.  This acquisition we hope would
be accomplished entirely by the issuance of common or preferred stock.  If cash
was required for the acquisition or to support the operations of the acquired
company, we would try to raise funds in a private equity financing or by
securing a line of credit.  We do not have any commitments for either type of
financing.

EXPANSION PLAN

We also plan to grow our business through opening additional offices, initially
in local area, and subsequently expanding to mid-market areas of Florida and
then throughout  the southeast United States.  This plan would increase the
Company's business concentration in coverage areas.  The basic requirements for
such expansion would be initial funding for premises, personnel, etc. as well as
the accounts receivables.  This type of expansion would be accomplished by
direct investment and would not normally require issuance of common or preferred
stock.  The Company has not yet begun this expansion program.   We anticipate
that with in the next 12 months the Company open two additional offices with in
10 miles of our present locations.  The funding of such officers would be
accomplished through funds generated from operations and private financing for
such purpose.

GENERAL

We are a local provider of human resource services focusing on the professional,
clerical, administrative and light industrial staffing market in Tampa, Florida,
through our Integra subsidiary. Integra recruits, trains and deploys temporary
personnel and provides payroll administration services to its clients. Integra's
clients, consisting primarily of local companies, include businesses in the
manufacturing, distribution, hospitality, and construction industries.

As of January 31, 2003, Integra provided approximately 89 flexible individual
staffing personnel monthly.  Integra has approximately 18 clients. Substantially
all of our revenue came from providing temporary workers and were generated by
our predecessor, Integra Staffing, Inc.

Staffing companies provide one or more of three basic services to clients: (i)
flexible staffing; (ii) placement and search; and (iii) outplacement. Based on
information provided by the American Staffing Association, formerly the National
Association of Temporary and Staffing Services, the National Association of
Professional Employer Organizations and Staffing Industry Analysts, Inc.,
staffing industry revenues for 2000 were approximately $63.6 billion. Over the
last five years, the staffing industry has experienced significant growth, due
largely to the utilization of temporary help across a broader range of
industries.  Staffing industry revenues grew from approximately $59.5 billion in
1999 to approximately $63.6 billion in 2000, or 6.9%.

COMPANY SERVICES

Our Integra subsidiary focuses on meeting our clients' flexible staffing needs,
targeting opportunities in a fragmented, growing market that we believe has been
under-served by large full service staffing companies. Significant benefits of
Integra's services to clients include providing the ability to outsource the
recruiting and many logistical aspects of their staffing needs, as well as
converting the fixed cost of employees to the variable cost of outsourced
services.


                                        6
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     PAYROLL ADMINISTRATION. We assume responsibility for our Integra service
employees for payroll and attendant record-keeping, payroll tax deposits,
payroll tax reporting, and all federal, state,  payroll tax reports (including
941s, 940s, W-2s, W-3s, W-4s and W-5s), state unemployment taxes, employee file
maintenance, unemployment claims and monitoring and responding to changing
regulatory requirements.

     AGGREGATION OF STATUTORY AND NON-STATUTORY EMPLOYEE BENEFITS. We provide
workers' compensation and unemployment insurance to our service employees.
Workers' compensation is a state-mandated comprehensive insurance program that
requires employers to fund medical expenses, lost wages, and other costs that
result from work related injuries and illnesses, regardless of fault and without
any co-payment by the employee. Unemployment insurance is an insurance tax
imposed by both federal and state governments. Our human resources and claims
administration departments monitor and review workers' compensation for loss
control purposes.

We are the employer of record with respect to flexible industrial staffing
services and assume responsibility for most employment regulations, including
compliance with workers' compensation and state unemployment laws. As part of
our basic services in the flexible staffing market, we conduct a human resources
needs analysis for clients and client employees. Such analysis includes
reviewing work schedules and productivity data, in addition to recruiting,
interviewing, and qualifying candidates for available positions.  Based on the
results of that review, we recommend basic and additional services that the
client should implement.

We provide certain other services to our flexible industrial staffing clients on
a fee-for-service basis. These services include screening, recruiting, training,
workforce deployment, loss prevention and safety training, pre-employment
testing and assessment, background searches, compensation program design,
customized personnel management reports, job profiling, description,
application, turnover tracking and analysis, drug testing policy administration,
affirmative action plans, opinion surveys and follow-up analysis, exit
interviews and follow-up analysis, and management development skills workshops.

The focus of our temporary staffing service is to provide short and long term
employees as well as temp to hire employees to financially secured employers in
the Tampa Bay area. The average employee will work a 40 hour work week for a
client and will work for an average of 2 employers per month. It is estimated an
employee will work an average of 14 days per month. Our service specializes in
clerical and light industrial staffing with the largest percentage in the
clerical field.  Each applicant is thoroughly interviewed tested and screened to
meet the requirements of our customers. For long term and temp to hire positions
a  large percentage of our customers will interview our candidates and then
select the one they believe to be best suited for the position.

At this time we do not have any contractual agreements with our customers for
providing staffing.

SALES AND MARKETING

We market our flexible staffing services through a combination of direct sales,
telemarketing, trade shows and advertising.  We have two full time salespersons.

CLIENTS

Our clients represent a cross-section of the industrial sector, of which no
single client represents more than 5% of our total revenues. Although more than
99% of Integra's clients are local and regional companies, Integra's client list
does include some national companies.  One customer, H. Lee Moffit Medical
Clinic, represented 16% of our revenue for the year ended December 31, 2001 and
-0-% of our revenue for the fiscal year ended December 31, 2002.

                                        7
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We attempt to maintain diversity within our client base in order to decrease our
exposure to downturns or volatility in any particular industry, but we cannot
assure you that we will be able to maintain such diversity or decrease our
exposure to such volatility.  All prospective clients fill out a questionnaire
to help us evaluate workers' compensation risk, creditworthiness, unemployment
history, and operating stability. Generally, flexible industrial staffing
clients do not sign long-term contracts.

Many of our clients are concentrated geographically in western Florida, however
we are not dependent on any one customer in any of the markets we serve.

We have begun marketing in the areas of non-clinical healthcare.
These areas include medical transcriptionists, medical billers and coders,
admissions staff, medical file clerks and data entry and other areas of
non-clinical staffing. Since healthcare is ever-growing our expansion plans may
include the acquisition of a healthcare staffing company specializing in
nursing, physicians or other clinical specialties. If we cannot successfully
acquire an existing company we may choose to start our own clinical staffing
division since management has vast experience in clinical staffing.

COMPETITION

We compete with many small providers in addition to several large public
companies, including Ablest, Inc.,  Spherion, Adecco, S.A., Kelly Services,
Inc., Manpower, Inc., and others.  There are limited barriers to entry and new
competitors frequently enter the market. Although a large percentage of flexible
staffing providers are locally operated with fewer than five offices, most of
the large public companies have significantly greater marketing, financial and
other resources than us. We believe that by focusing primarily on customer
service, we enjoy a competitive advantage over many of our competitors that
attempt to provide a broader range of staffing services. We also believe that by
targeting regional and local companies, rather than the national companies that
are generally being pursued by our competitors, we can gain certain competitive
advantages.

We believe that several factors contribute to obtaining and retaining clients in
the professional, clerical, administrative, light industrial and technical
support staffing market. These factors include an understanding of clients'
specific job requirements, the ability to reliably provide the correct number of
employees on time, the ability to monitor job performance, and the ability to
offer competitive prices. To attract qualified candidates for flexible
employment assignments, companies must offer competitive wages, positive work
environments, flexibility of work schedules, an adequate number of available
work hours and, in some cases, vacation and holiday pay. We believe we are
reasonably competitive in these areas in the markets in which we compete,
although we cannot assure you that we will maintain a competitive standing in
the future.

INDUSTRY REGULATION

OVERVIEW

As an employer, we are subject to federal, state, and local statutes and
regulations governing our relationships with our employees and affecting
businesses generally, including employees at client worksites.

We assume the sole responsibility and liability for the payment of federal and
state employment taxes with respect to wages and salaries paid to our employees.
Payroll taxes for the third quarter of 2001 were  past due from Integra in the
amount of  $13,275 at December 31, 2001,  and an arrangement was  made with the
IRS whereby this  liability was paid in full in monthly installments through
May, 2002.


                                        8
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Employee Benefit Plans.  We plan to offer various benefit plans to our worksite
employees. These plans include a multiple-employer retirement plan, a cafeteria
plan, a group health plan, a group life insurance plan, a group disability
insurance plan and an employee assistance plan. Generally, employee benefit
plans are subject to provisions of both the Internal Revenue Code and the
Employee Retirement Income Security Act of 1974, as amended. In order to qualify
for favorable tax treatment under the Code, the benefit plans must be
established and maintained by an employer for the exclusive benefit of the
employer's employees. An IRS examination may determine that we were not the
employer of our worksite employees under Internal Revenue Code provisions
applicable to employee benefit plans. If the IRS were to conclude that we were
not the employer of our worksite employees for employee benefit plan purposes,
those employees would not have qualified to make tax favored contributions to
our multiple-employer retirement plans or cafeteria plan. If such conclusion
were applied retroactively, employees' vested account balances, could become
taxable immediately, we could lose our tax deduction to the extent the
contributions were not vested, the plan trust could become a taxable trust and
penalties could be assessed. In such a scenario, we could face the risk of
potential litigation by some of our clients. As such, we believe that a
retroactive application by the IRS of an adverse conclusion could have a
material adverse effect on our financial position, results of operations and
liquidity.

ERISA also governs employee pension and welfare benefit plans. The United States
Supreme Court has held that the common law test of employment must be applied to
determine whether an individual is an employee or an independent contractor
under ERISA. If we were found not to be an employer for ERISA purposes, our
employee benefit plans would not be subject to ERISA. As a result of such
finding, we and our employee benefit plans would not enjoy the preemption of
state law provided by ERISA and could be subject to varying state laws and
regulations, as well as to claims based upon state common law.

WORKERS' COMPENSATION

Workers' compensation is a state mandated comprehensive insurance program that
requires employers to fund medical expenses, lost wages and other costs
resulting from work-related injuries and illnesses. In exchange for providing
workers' compensation coverage for employees, employers are generally immune
from any liability for benefits in excess of those provided by the relevant
state statutes. In most states, the extensive benefits coverage for both medical
costs and lost wages is provided through the purchase of commercial insurance
from private insurance companies, participation in state-run insurance funds,
self-insurance funds or, if permitted by the state, employer self insurance.
Workers' compensation benefits and arrangements vary on a state-by-state basis
and are often highly complex. In Florida, for instance, employers are required
to furnish, solely through managed care arrangements, the medically necessary
remedial treatment for injured employees.


TRADEMARKS AND SERVICE MARKS

We do not have any registered trade or service marks.  It is our intention to
develop service marks as appropriate and seek federal registration when
possible.  We have begun the process of registering the mark "Resolve Staffing",
and the name "Resolve Staffing" with  a design, and, if federal registration is
granted, we intend to develop Resolve Staffing as our brand identity.

CORPORATE EMPLOYEES

As of  March 15, 2003 , we had  95 employees, of whom 89  were flexible staffing
personnel and 6  were employed in sales and administrative capacities.  Of the
six administrative employees, three are officers and work full time.  Twenty of
our part-time employees work 30 hours or more per week.  We believe that our
relationships with our employees are good.


                                        9
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EXPANSION PROGRAM

We plan to acquire competitive temporary staffing firms operating in larger
metropolitan cities including Tampa, Florida and surrounding areas.  Target
companies being sought will have recognized local brands and a network of office
locations able to collectively produce positive cash flows.  Our  principal
areas of interest are in the southeast and mid-west market places.  We plan to
operate acquired companies under their existing brand identities to minimize
alienation of the local community by a name change.  Where possible, we plan to
consolidate administrative and record keeping functions in an effort to improve
operating efficiency.

Our acquisition program will be focused on acquiring businesses that have a
strong presence in the office administration, data processing, network
administration, and technical production support market segments within the
staffing industry.  We believe that our expertise and service regimes, once
integrated into operating procedures of the acquired companies, will allow these
businesses to be more competitive and attractive to staffing service consumers
in these critical market segments.

In addition, we plan to acquire or develop platform entry business in the
emerging Professional Employer Organization ("PEO") industry.  PEO's provide
their clients with a range of services consisting of payroll administration,
benefits administration, unemployment services and human resources consulting
services.  PEO's become co-employers with their clients as to the clients
worksite employees, with employment related liabilities contractually allocated
between the PEO's and their clients.  While PEO co-employment relationships
raise questions concerning the employer/employee relations under tax and welfare
benefit laws, we believe that offering these services to our clients will create
revenue growth potential.

We have no definitive agreements or understandings with respect to any
acquisitions, but have signed a non-disclosure agreement with one company, which
is not affiliated with any member of our management or affiliates.



ITEM 2.  DESCRIPTION OF PROPERTY


Our  prior  executive offices consisted of 2,000 square feet of office space at
facilities  which  were  provided to us by R. Gale Porter, our former President,
Chief  Operating  Officer  and  a  director,  without rent until such time as we
raised sufficient funds for an adequate level of operations. Mr. R. Gale Porter,
the Company's president, resigned effective October 23, 2002 and the arrangement
for  the  use of executive offices at no cost to the Company was terminated. The
Company's operations were consolidated at our new premises leased in June, 2002.

         We entered into a lease on June 19, 2002, effective July 8, 2002, for
1,056 square feet office space, housing our operating offices, pursuant to a
three-year lease with  Tampa Associates, A Georgia Partnership, an unaffiliated
party. The lease  expiring June 30, 2005.  The monthly rental is $1,106 per
month, plus escalations for increases in real estate taxes and common charges.

         Previously we occupied a 1,540 square feet office space, housing our
operating offices, pursuant to a three-year lease expiring October 31, 2003. The
space was  leased to another tenant, therefore, we were  relieved of any
liability on the  lease after August 31, 2002.

         Our offices are adequate for our present level of operations.  In the
future we will need additional facilities in which to centralize our accounting,
training, human resource, risk management and executive work activities. If we
expand our business , we anticipate we will require larger scale data processing
and network communication capabilities, which will be needed in order to
facilitate the assimilation of acquired companies into our methods of operating
and accounting standards, and to provide customers state-of-the-art service and
support.
                                       10
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ITEM 3.  LEGAL PROCEEDINGS

We may from time to time be involved in various claims, lawsuits, disputes with
third parties, actions involving allegations of discrimination, or breach of
contract actions incidental to the operation of our business. We are not
currently involved in any such litigation that we believe could have a
materially adverse effect on our reported financial condition or results of
operations.

As  of  March 31, 2003 we owe our prior securities counsel approximately $35,000
for  services  rendered.  We  have received notice that prior counsel intends to
submit  the  matter to a collections agency should we not come to terms prior to
April  4,  2003.


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


There were no matters submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders, through the solicitation
of proxies or otherwise.



                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
         MATTERS


MARKET INFORMATION AND OFFERING PRICES

     Our securities do not currently, and have not in the past, traded on any
public market. Thus, there is currently no market for our securities and there
can be no assurance that a trading market will develop or, if one develops, that
it will continue or provide liquidity into which shares may be sold.

NUMBER OF SHAREHOLDERS

     The number of shareholders of record of our common stock as of the close of
business on March 15, 2003 was thirty-eight; however, if all of our outstanding
convertible debentures were converted, we would have 167 shareholders.

DIVIDEND POLICY

     To date, we have declared no cash dividends on our common stock, and we do
not  expect  to  pay  cash  dividends  in  the near term. Our Board of Directors
intends  to  follow  a policy of using retained earnings, if any, to finance our
growth.  The  declaration  and  payment  of  dividends  in  the  future  will be
determined  by  our  Board  of  Directors  in light of conditions then existing,
including  our  earnings,  if any, financial condition, capital requirements and
other  factors.


RECENT SALES OF UNREGISTERED SECURITIES

     For  the  fourth  quarter  of the year ended December 31, 2002, we have not
issued  any  unregistered shares of our common stock par value $.0001 per share.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion contains certain forward-looking statements that are
subject to business and economic risks and uncertainties, and our actual results
could differ materially from those forward-looking statements. The following
discussion regarding our financial statements should be read in conjunction with
the financial statements and notes thereto.



                                       11
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General overview

     Our activities since inception were limited to organizational matters, and
did not have operating activity until we acquired Integra in December , 2001.

     We registered our common stock on a Form 10-SB Registration Statement filed
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule
12(g) thereof.  We file periodic reports under Rule 13(a) of the Exchange Act
with the Securities and Exchange Commission, including quarterly reports on Form
10-QSB and annual reports on Form 10-KSB.


LIQUIDITY AND CAPITAL RESOURCES

We have financed our operations through short-term credit facilities and from
the sale of convertible debentures:

     - On November 16, 2001, we issued an aggregate of $7,300 principal amount
     of 5% convertible subordinated debentures due December 31, 2002 to 18
     individuals and entities, each of whom were accredited investors pursuant
     to Rule 506 of Regulation D under the Securities Act of 1933, as amended
     (the "Securities Act"). The transaction was made directly by the officers
     and directors of the Company without a placement agent.

     - On December 6, 2001, we issued an aggregate of $11,150 of 6% convertible
     subordinated debentures due June 30, 2003.

     - In March 2002, we sold 18% Subordinated Convertible Notes due October 1,
     2002  in  the  aggregate  principal  amount  of  $100,000.  The  notes were
     convertible  into  our  common  stock  at  $2  per share. In April 2002, we
     authorized  a one-for-thirty reverse split of our common stock, effectively
     changing  the  conversion price to $60 on a post split basis. We negotiated
     with  the  investors  to issue each investor 58,000 units consisting of one
     share  of  common stock and one warrant exercisable into common at $.15 per
     share  in  exchange  for  assignment  of  their  notes.  Such  notes  were
     subsequently  re-issued  as follows: Bruce Gordy - $2,320; Global Partners,
     LLC $16,252; R. Gale and Jerry M. Porter - $19,736; William A. Brown Family
     Limited  Partnership  $58,372;  Ronald  Dowdy  - $2,320 and Brenda Holson -
     $1,000.  All  of  such notes were subsequently cancelled in exchange for an
     aggregate  of  2,500,000  units  as  stated  below.

     - We sold 5,000,000 units each consisting of one share of our common stock
     and one five-year $.15 common stock purchase warrant on June 24, 2002 for
     $200,000. Of the $200,000, $40,000 was for cash , $100,000 was in exchange
     for the above notes and $60,000 was for the satisfaction of outstanding
     debt. The number of warrants outstanding was reduced to 4,256,600 after
     cancellation of 743,400 warrants by Mr. R. Gale Porter, our former
     president, on November 22, 2002.

     - During May and June 2002 we secured a short term loan from an unrelated
     individual in the amount of $40,000 with interest at the rate of 12% per
     annum, secured by our accounts receivables.

-  From  August  2002  through  December 2002, we received loans from William A.
Brown,  our  vice-president and major shareholder, in the amount of $67,000. The
loans  were  converted  to a promissory note due March 31, 2004 with interest at
the  rate  of  5%  per  annum  payable  quarterly.

     - Subsequent to December 31, 2002, we have received additional loans from
     William A. Brown amounting to $25,500.

We  have incurred net losses from operations in each quarter since inception,
our net loss for the fiscal year ended December 31, 2002 was $745,587 and
for the fiscal year ended December 31, 2001 was $407,403.  Our average monthly
revenues for each of the four quarters of 2002 was $28,500, $33,200, $39,500,
and $54,500.  Although we have seen our quarterly revenues and business activity
increase in recent months, evidenced by our flexible staffing employees
increasing from 42 in September 2002 to 87 in January 2003, our revenues have
continued to decrease and 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 major shareholders; however, our operations may not provide such
funds and we may not obtain short term loans from shareholders.   Our
shareholders are under no obligation to provide additional loans to the company,
                                       12
<PAGE>

and there are no agreements for them to do so. To become profitable, we must
increase revenue substantially and achieve and maintain positive gross margins.
We may not be able to increase revenue and gross margins sufficiently to achieve
profitability.

As  of  December  31,  2002 , we had a working capital of $44,718. As of that
date we had a current liabilities of $127,746, including a liability to a note
holder of $40,000 due February 3, 2003. We have extended the maturity date of
the $40,000 note to May 3, 2003. Through December 31, 2002, we received loans
from William A. Brown, our vice-president and major shareholder of $67,000 with
which the insurance financing debt was satisfied, and an additional $25,500
through March 11, 3003. Our shareholders are under no obligation to provide
additional loans to the company, and there are no agreements for them to do so.
During the next twelve months, we plan to satisfy our cash requirements, if at
all, through additional equity financing, factoring our accounts receivables and
from sales of our services. We do not have specific plans for additional equity
financing, or factoring of our receivables, and we may not be successful in this
regard. If we are not able to obtain additional financing our operations may be
curtailed or discontinued and an investment in our common stock would be lost.

Revenues have been slower to materialize than previously anticipated.  At our
current level of operations, we would require a minimum of $125,000 to satisfy
the Company's basic cash needs for the next 12 months.

As of December 31, 2002, we did not have any cash with which to satisfy our
future cash requirements. However, in addition to receiving loans from William
A. Brown, our vice-president and major shareholder, of $25,500 though March 11,
2003, we anticipate a refund of workers insurance paid of $65,000 after the
expiration of the policy currently in force through February 22, 2003. Although
we have not yet received such refund, we have provided documentation to the
insurance company and are awaiting the finalization of their policy audit. We
have renewed the current policies at an annual cost of approximately $23,594. We
made a down payment of $4,968, and financed the remaining premiums payable in
nine monthly payments of $2,148.

Management anticipates meeting the remaining of its cash needs from increased
operations, from factoring our accounts receivable of approximately $90,000 at
December 31, 2002, and from short-term private financing from its officers,
directors, shareholders, and others. We do have any arrangement with our
officers, directors, stockholders or others and they are not under any
obligation to provide loans us. We have applied for a $100,000 line of credit
from a financial institution, and are currently awaiting a response on our
application. From January 1, 2003 through March 11, 2003, Mr. William A. Brown,
our vice-president has made additional loans to us of $25,500. We have no
arrangements regarding additional future loans, if any.

Our monthly revenues have increased from approximately $13,000 during the
quarter ended December 31, 2002, to $18,000 per week for the first quarter of
2003 through March 15, 2003. We believe, based on current revenues, and other
resources, we would be able to maintain our current operations for a period of
12 months.

Additionally, we would require approximately $750,000 during the next 12 months
to implement our expansion and development plans. If we are unable to obtain
this additional financing, we may be forced to curtain or discontinue our
present expansion and development plans.

Previously, we applied for and were tentatively approved for a three-year $5
million line of credit from a private financial institution for up to 85% of our
qualified trade accounts receivable, secured by accounts receivable of target
acquisitions as well as our current accounts receivable, which required
guarantees by the officers and directors. The line of credit required a
commitment fee of 1%, and interest at the rate of the Wall Street Journal prime
rate plus 2.25%. We have decided not to pursue funding from this line of credit
because the cost of such a equity line was prohibitive at our current level of
operations.
                                       13
<PAGE>
Management has not obtained any other additional equity or debt
financing as of the date of this report, we plan to obtain a credit line similar
to the one described above, which would be adequate to fund our expansion and
much of our planned development efforts. In the event that we are unable to
obtain further debt or equity financing, we may not be able to continue
operations as currently conducted, expand our present operations, or achieve
successful acquisitions of other enterprises.

At  March  15,  2003,  we  had no material commitments for capital expenditures.


NEW ACCOUNTING PRONOUNCEMENTS

     In June 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 146, " Accounting for Costs
Associated with Exit or Disposal Activities" (FAS 146).  FAS 146, which will be
effective for exit or disposal activities initiated after December 31, 2002, is
not expected to have a material impact on the company's results of operation,
financial position or cash flows.

     In December 2002, the FASB issued Statement of Financial Accounting
Standards No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure" (FAS 148), which amends FAS 123, "Accounting for Stock-Based
Compensation", transition requirements when voluntarily changing to the fair
value based method of accounting for stock-based compensation and also amends
FAS 123 disclosure requirements.  FAS 148 is not expected to have a material
impact on the company's results of operations, financial position or cash flow.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     In December, 2001, the SEC issued a cautionary advice to elicit more
precise disclosure in this Item 7, MD&A, about accounting policies management
believes are most critical in portraying the company's financial results and in
requiring management's most difficult subjective or complex judgments. The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make judgments and estimates.

Certain  of  our accounting policies are particularly important to the portrayal
of  our financial position and results of operations and require the application
of  significant  judgment  by our management; as a result they are subject to an
inherent  degree of uncertainty. In applying these policies, our management uses
their  judgment  to  determine  the  appropriate  assumptions  to be used in the
determination of certain estimates. Those estimates are based on our historical,
terms  of  existing  contracts,  our  observance  of  trends  in  the  industry,
information  provided  by  our  customers  and  information available from other
outside  sources,  as  appropriate. Our significant accounting policies include:

         o        Revenue cost recognition: We record our service revenues from
                  our customers at the time our temporary employees perform
                  services on customer assignments. We record revenues from
                  permanent placement at the time the customer agrees to hire a
                  candidate we supply to them. Consistent with industry
                  practice, we are at risk for all employee salaries and wages,
                  employment-related taxes, workers compensation insurance and
                  other benefits we provide to the employee, whether or not we
                  are able to collect our accounts receivable from our
                  customers.

         o        Allowance for uncollectible accounts receivable: We estimate
                  and provide an allowance for uncollectible accounts receivable
                  based on analysis and age of our open accounts, our experience
                  with the particular customer, our own historical experience
                  with bad debts, as well as other information obtained from
                  outside sources.

         o        Workers compensation insurance: The cost of our workers
                  compensation insurance is based on premiums determined by our
                  insurance carrier for the particular type of service our
                  employees provide to our customers, modified by a factor
                  computed based on our claims history. A deterioration in our
                  claims experience would result in increased insurance costs
                  for future salary and wages base. Although we attempt to
                  estimate our future liability, often it is the result of
                                       14

<PAGE>

                  unanticipated claims for work related injuries.

         o        Long-lived assets: We depreciate property and equipment over
                  the respective asset's estimated useful life. We determine the
                  useful lives of each asset based of how long we determine the
                  asset will generate revenue or has a useful economic life. We
                  review the remaining useful life of the assets annually to
                  ascertain that our estimate is still valid. If we determine
                  the useful lives has materially changed, we either change the
                  useful life of the assets or in some cases, may write the
                  asset if we determined the asset has exhausted its useful
                  life.

         o        Income taxes: As part of the process of preparing our
                  financial statements, we are required to estimate our income
                  taxes. This process involved estimating our actual current tax
                  exposure together with assessing temporary differences
                  resulting from differing treatment of specific items, such as
                  depreciation, allowance for uncollectible accounts receivable
                  and others. These differences result in deferred tax assets
                  and liabilities. We must then assess the likelihood that our
                  deferred tax assets will be recovered from future taxable
                  income, and to the extent we believe that recovery is not
                  likely, we must establish a valuation allowance. To the extent
                  we establish a valuation allowance or increase the allowance
                  in a period, we must include an expense within the tax
                  provision in the statement of operations. We recorded a
                  valuation allowance of $112,600 as of December 31, 2001 due to
                  uncertainties relating to our ability to utilize some of our
                  deferred tax assets, consisting primarily of net operating
                  losses carried forward to the period over which they could be
                  recoverable. In the event that actual results differ from
                  these estimates or we adjust these estimates in future
                  periods, we may need to establish an additional valuation
                  allowance which could materially impact our financial position
                  and results of operations.


IMPACT OF INFLATION

     Inflationary factors have not had a significant effect on our operations.

COMPARISON OF CONSOLIDATED OPERATIONS FOR YEAR ENDED DECEMBER 31, 2002 TO YEAR
ENDED DECEMBER 31, 2001.

     Comparison of consolidated operations of our Company and Integra Staffing,
Inc., our wholly owned subsidiary are as follows:

     The net loss increased from $289,522 for year ended December 31, 2001 to
$338,184 or a 17% increase for year ended December 31, 2002.  The primary factor
in this increase relates to legal and accounting expenses of $83,100, and
related public company expenses of $4,100.

     Revenues for years ended December 31, 2001 to 2002 decreased from $471,821
to $467,911 or less than 1% decrease, reflecting a fairly complete recovery from
the previous effects of the September 11 disaster's effect on our business. All
of our revenues for the years ended December 31, 2002 and 2001 were generated
entirely from providing workers to our customers.


                                       15
<PAGE>

     For the years December 31, 2002 and 2001 the major categories of expenses,
as a percent of revenue were as follows:

                                                       2002       2001
                                                       ----       ----
                          Legal & professional         29%          11%
                          Advertising & promotion       2%          5%
                          Salaries and benefits        42%          42%
                          Payroll taxes                 2%          2%
                          Penalties                     0%          4%
                          Rent & leases                 5%          5%
                          Travel & entertainment        1%          2%
                          Administrative expenses      13%          10%

     Legal & professional expense increased from $52,621 in 2001 to $135,701 in
2002 or a 16% increase, reflecting (1) an increase in consulting expenses of
$6,500, associated with a six-month agreement with an outside consultant engaged
to assist our management with (a) the requirements for the structure and
documentation of the acquisition of Integra Staffing, Inc., (b) the increased
level of compliance associated with the change of control, (c) restructuring our
common and preferred stock, and (d) assistance and coordination with our stock
transfer agent. The agreement with the consultant expired in June 2002, and (2)
the legal and accounting costs associated with the increased level of compliance
as a public company and the costs associated with filing our registration
statement.

     Advertising and promotion expense decreased from $21,710 in 2001 to $10,806
in 2002, or a 50% decrease, reflecting a decreased level of operations and in
order to conserve resources, relying more and more on direct customer sales
contacts by our sales staff.

     Salaries and benefits decreased from $197,304 in 2001 to $194,924 in 2002,
or a 1% decrease, reflecting  the comparable level of activity for both years,
however, the year 2002 reflects $82,550 of services donated by our officers.
Related payroll taxes remained fairly constant as they relate to salaries.

     Payroll tax penalties decreased from $19,638 in 2001 to $-0- in 2002,
reflecting our ability to secure financing in order to timely pay our payroll
taxes.

     Rent & leases expense increased slightly from $22,626 in 2001 to $23,742 in
2002, reflecting additional common area maintenance costs associated with the
termination of the previous leased operational office.

     Travel & entertainment decreased from $10,071 in 2001 to $4,103 in 2001,
reflecting the concentrated effort of our management to control costs and
expenses.

     Taxes & licenses increased slightly from $7,807 in 2001 to $8,847 in 2002,
reflecting additional costs of licensing in Nevada as well as Florida.


     General and administrative expenses increased from $48,551 in 2001 to
$62,483 in 2002 or a 28% increase.  Changes in the major components of general
and administrative expenses from year 2001 to 2002 were as follows: increase in
public company expenses of $4,134; increase in computer support of $4,039;
increase in bad debt expense of $2,700; increase in printing costs of $2,282;
increase in office expenses of $2,282; increase in depreciation of $1,139; and
decrease in repairs and maintenance of $3,502.

<PAGE>
COMPARISON OF OPERATIONS FOR YEAR ENDED DECEMBER 31, 2001 (CONSOLIDATED) TO YEAR
ENDED DECEMBER 31, 2000.

     Prior to our acquisition of Integra in December 2001 and its staffing
business which is the core of our business at the present time, we were
considered a "blank check" or "shell" without operations or revenues and had
nominal administrative expenses.  Therefore, the following comparisons relate
substantially to the historical operations of Integra, our wholly owned
subsidiary.


     The net loss increased from $99,107 for year ended December 31, 2000 to
$287,522 or a 192% increase for year ended December 31, 2001.  Some of the major
factors contributing to this increase are:  our high costs compared to a
reduction in revenues particularly with the September 11, 2001 slow down in the
economy, an increase is accounts receivable financing costs of $21,500, coupled
with payroll tax penalties of $19,600, and an increase of $45,700 in legal and
accounting expenses relating to the acquisition of Integra Staffing.

     Revenues for years ended December 31, 2001 to 2000 decreased to $471,821
from $556,267 or a 15% decrease, due primarily to the Integra's previous
management inability to provide adequate funding and secondly to the slowdown of
business activity after the September 11, 2001 disaster.

     The revenues for the year ended December 31, 2001 was generated entirely
from providing workers to our customers.  The revenues for the year ended
December 31, 2000 is composed of $492,940 or 89% from providing workers to our
customers, and $63,327 or 11% from fee-for-services.  All of our revenues for
the year ended December 31, 2000 and substantially all of our revenues for the
year ended December 31, 2001 were generated by our predecessor, Integra
Staffing, Inc.  The acquisition of Integra Staffing was completed December 10,
2001.

     For the years December 31,  2001 and 2000 the major categories of expenses,
as a percent of revenue were as follows:

                                       16
<PAGE>

                                                       2001          2000
                                                       ----          ----
                          Legal & professional         11%          1%
                          Advertising & promotion       5%          6%
                          Salaries and benefits        42%          34%
                          Payroll taxes                 2%          2%
                          Penalties                     4%          -%
                          Rent & leases                 5%          4%
                          Travel & entertainment        2%          2%
                          Administrative expenses      10%          7%

     Legal & professional expense increased from $6,894 in 2000 to $52,621 in
2001, reflecting  the increased legal costs associated with acquisition of
Integra, as well as costs associated with an outside consultant engaged to
assist our management with (a) the requirements for such acquisition, (b) the
increased level of compliance associated with the change of control, (c)
restructuring our common and preferred stock, and (d) assistance and
coordination with our stock transfer agent.  The six-month agreement with this
consultant expired March 31, 2002.

     Advertising and promotion expense decreased from $32,504 in 2000 to $21,710
in 2001, reflecting  a decreased level of operations and in order to conserve
resources.

     Salaries and benefits increased from $187,715 in 2000 to $197,304 in 2001,
reflecting  the hiring of an additional salesperson in an attempt to boost
revenues.  Related payroll taxes remained constant as they relate to salaries.

     Payroll tax penalties increased from $659 in 2000 to $19,638 in 2001,
reflecting  Integra's inability to secure financing in order to properly fund
its operations.  Since that time the  shareholders were able to properly fund
the operations, and therefore this cost is not expected to recur.

     Rent & leases expense increased from $19,727 in 2000 to $22,626 in 2001,
reflecting  the temporary leasing of second operational office.  The second
location was closed before the end of 2001.

     Travel & entertainment increased from $9,356 in 2000 to $10,071 in 2001,
but remained substantially constant as a percent of revenues.

     Administrative expenses increased from $38,776 in 2000 to $48,551 in 2001
for a 3% increase related to revenues.  The major components of administrative
expenses for year 2001 and 2000 were as follows:  auto expense $5,075 and $0
reflecting the prior management auto allowance;  bank charges $3,937 and $1,295
reflecting lower bank balance plus fees for non-sufficient funds; telephone
expense $8,511 and $7,179 reflecting the operations of the second operational
office; depreciation expense $4,473 and $3,104 reflecting the increase assets to
support two locations.


                                       17

<PAGE>

RISK FACTORS

This report contains forward-looking statements that may be affected by risks
and uncertainties that are outside of our control. Our actual operating results
could differ materially as a result of certain factors, including those set
forth below or described in other parts of this report.


Investors may lose their investment in our common stock if, because we have a
limited operating history, prospective investors have a limited historical basis
to judge whether our business can be successful.

     We were incorporated in April 1998, and through Integra, have only been
engaged in the staffing business since August 1999.  We have a limited operating
history upon which an investor may evaluate our business and prospects. Our
potential for future profitability must be considered in light of the risks,
uncertainties, expenses and difficulties frequently encountered by companies in
their early stages of development, particularly companies in rapidly evolving
markets, such as staffing services in general and those catering to small to
medium businesses in particular. Since we do not have a lengthy history in the
staffing business; therefore, prospective investors do not have a historical
basis from which to evaluate our performance.




                                       18
<PAGE>
WE HAVE LOST MONEY IN EACH QUARTER SINCE INCEPTION.  WE EXPECT FUTURE LOSSES AND
MAY NEVER BECOME PROFITABLE

     We have incurred net losses from operations in each quarter since
inception. Our net loss for the fiscal year ended December 31 , 2002 was
$338,184 and as of December 31, 2002 had an accumulated deficit of $745,588. We
expect to continue to incur losses for the foreseeable future. We expect to
increase significantly our operating expenses in the near future as we attempt
to build our brand, expand our customer base and make acquisitions. To become
profitable, we must increase revenue substantially and achieve and maintain
positive gross margins. We may not be able to increase revenue and gross margins
sufficiently to achieve profitability.

UNLESS WE FIND A NEW WORKING CAPITAL FUNDING SOURCE, WE RISK LOSING EMPLOYEES,
CUSTOMERS AND WORKERS' COMPENSATION COVERAGE

     We pay our flexible staffing employees on a weekly basis. However, on
average, we receive payment for these services from our customers 30 to 60 days
after the date of invoice. As we establish or acquire new offices, or as we
expand existing offices, we will have increasing requirements for cash to fund
these payroll obligations. Our primary sources of working capital funds for
payroll-related and workers' compensation expenditures have been loans or
private placements of securities to individuals, including certain of our
shareholders.  If we do not obtain an institutional financing source and we are
unable to secure alternative financing on acceptable terms, we will lose
employees, customers, and may be unable to pay payroll-related premiums.

WE ARE SUBJECT TO GOVERNMENT REGULATIONS AND ANY CHANGE IN THESE REGULATIONS, OR
THE POSSIBLE RETROACTIVE APPLICATION OF THESE REGULATIONS COULD RESULT IN
ADDITIONAL TAX LIABILITY

     As an employer, we are subject to all federal, state and local statutes and
regulations governing our relationships with our employees and affecting
businesses generally, including our employees assigned to work at client company
locations (sometimes referred to as worksite employees). Professional employer
organizations, or PEOs, provide their clients with a range of services
consisting of payroll administration, benefits administration, unemployment
services and human resources consulting services. PEO's become co-employers with
their clients as to the clients' worksite employees, with employment-related
liabilities contractually allocated between the PEO's and their clients.  We may
be subject to certain federal and state laws related to PEO services.  Because
many of these laws were enacted before the development of alternative employment
arrangements, such as those provided by PEOs and other staffing businesses, many
of these laws do not specifically address the obligations and responsibilities
of non-traditional employers. Interpretive issues concerning these relationships
have arisen and remain unsettled. Uncertainties arising under the Internal
Revenue Code of 1986, as amended, include, but are not limited to, the qualified
tax status and favorable tax status of certain benefit plans we and other
alternative employers provide. The unfavorable resolution of these unsettled
issues could result in additional tax liability. In addition, the Internal
Revenue Service has formed an examination division, market segment
specialization program, to examine PEOs throughout the United States.

                                       19
<PAGE>
OUR EMPLOYEE RELATED COSTS ARE SIGNIFICANT AND, IF INCREASED, AND WE ARE UNABLE
TO PASS THESE COSTS ON TO OUR CUSTOMERS, WILL INCREASE OUR COST OB DOING
BUSINESS

     We are required to pay a number of federal, and state payroll taxes and
related payroll costs, including unemployment taxes, workers' compensation
insurance premiums and claims, Social Security, and Medicare, among others, for
our employees. We also incur costs related to providing additional benefits to
our employees, such as insurance premiums for health care. Health insurance
premiums, unemployment taxes and workers' compensation insurance premiums and
costs are significant to our operating results, and are determined, in part, by
our claims experience. We attempt to increase fees charged to our customers to
offset any increase in these costs, but we may be unable to do so or we may lose
customers if we do. If the federal or state legislatures adopt laws specifying
additional benefits for temporary workers, demand for our services may be
adversely affected. In addition, workers' compensation expenses are based on our
actual claims experiences in each state and our actual aggregate workers'
compensation costs may exceed estimates.

BECAUSE OUR STAFFERS WORK AT THE CLIENTS' PLACE OF BUSINESS, WE MAY BE EXPOSED
TO EMPLOYMENT RELATED CLAIMS AND COSTS  THAT ARISE FROM THAT CLIENTS' WORK PLACE
LOCATION AND WE DO NOT CONTROL THE CLIENTS' WORKING ENVIRONMENT

     Temporary staffing companies, such as ours, employ people in the workplace
of their customers. This creates a risk of potential litigation based on claims
by customers of employee misconduct or negligence, claims by employees of
discrimination or harassment, including claims relating to actions of our
customers, claims related to the inadvertent employment of illegal aliens or
unlicensed personnel, payment of workers' compensation claims and other similar
claims. We may be held responsible for the actions at a job site of workers not
under our direct control.

WE EXPERIENCE INTENSE COMPETITION IN OUR INDUSTRY, WHICH COULD LIMIT OUR ABILITY
TO MAINTAIN OR INCREASE OUR MARKET SHARE OR PROFITABILITY

     The flexible staffing market is highly competitive, with limited barriers
to entry. Several very large full-service and specialized temporary labor
companies, as well as small local and regional operations, compete with us in
the flexible staffing industry.  Competition in the staffing market is intense,
and both competitors and customers create price pressure. We expect that the
level of competition will remain high in the future, which could limit our
ability to maintain or increase our market share or profitability.

WE MAY LOSE CUSTOMERS IF WE ARE UNABLE  TO ATTRACT QUALIFIED TEMPORARY PERSONNEL
DUE TO LOW UNEMPLOYMENT RATES AND AN INCREASE IN COMPETITION FOR QUALIFIED
TEMPORARY PERSONNEL.

     We compete with other temporary personnel companies to meet our customer's
needs. We must continually attract reliable temporary workers to fill positions
and may from time to time experience shortages of available temporary workers.
During periods of increased economic activity and low unemployment, the
competition among temporary staffing firms for qualified personnel increases.
Many regions in which we operate are experiencing historically low rates of
unemployment and we have experienced, and may continue to experience,
significant difficulties in hiring and retaining sufficient number of qualified
personnel to satisfy the needs of our customers. Also, we may face increased
competitive pricing pressures during these periods of low unemployment rates.

WE REQUIRE ADDITIONAL CAPITAL TO FUND OUR CURRENT OPERATIONS AND TO MAKE
ACQUISITIONS.  WE MAY HAVE TO CURTAIL OUR BUSINESS IF WE CANNOT FIND ADEQUATE
FUNDING.

     The expansion and development of our business will require significant
additional capital, which we may be unable to obtain on suitable terms, or at
all.  We currently have no legally binding commitments with any third parties to
obtain any material amount of additional equity or debt financing. We estimate
that $125,000 will be required to fund current operations and that an additional
$750,000 will be necessary to support acquisitions.  If we are unable to obtain
adequate funding on suitable terms, or at all, we may have to delay, reduce or
eliminate some or all of our advertising, marketing, acquisition activity,
general operations or any other initiatives. During the next 12 months, we
expect to meet our cash requirements with existing cash, cash equivalents bank
and private financing, and the proceeds of future private placements of our
securities.  We intend to seek lines of credit secured by our accounts
receivable.

IF WE ARE  UNABLE TO SUCCESSFULLY INTEGRATE AND MANAGE ACQUIRED BUSINESSES
WITHOUT SUBSTANTIAL EXPENSE OR DELAY  WE MAY NOT BE ABLE TO EFFECTIVELY OPERATE
OUR BUSINESS AND/OR IT MAY DECREASE THE VALUE OF OUR COMMON STOCK.

     In the future, we intend to expand our operations through acquisitions of
small and medium size private companies, or divisions or segments of major
private and public companies.  We will do this to:

-     recruit well-trained, high-quality professionals;
-     expand our service offerings;
-     gain additional industry expertise;
-     broaden our client base; and
-     expand our geographic presence.

     We may not be able to integrate successfully businesses which we may
acquire in the future without substantial expense, delays or other operational
or financial problems.  We may not be able to identify, acquire or profitably
manage additional businesses.

OUR PLAN TO MAKE ACQUISITIONS MAY DIVERT MANAGEMENT'S ATTENTION FROM DAY-TO-DAY
BUSINESS OPERATIONS WHICH COULD PREVENT OUR BUSINESS FROM GROWING.

     If we are able to identify acquisition candidates, management's time and
attention will be diverted from such activities as sales, marketing and
tailoring staffing solutions to meet customer's needs.  If management is not
able to address these day-to-day operational task, we may lose customers or fail
to increase revenue.

ACQUISITION ACTIVITIES MAY CAUSE US TO LOSE EXISTING CUSTOMERS BECAUSE OF
CONFLICTS OR SERVICE PROBLEMS.

     The clients of companies we may acquire may be in the same or similar
businesses with our existing clients.  Although we do not enter into agreements
to restrict the type of business which we service, providing staff services to
existing clients' direct competition may cause such existing clients to look
elsewhere for staffing services.

IF PLANS TO PHASE-OUT THE OTC BULLETIN BOARD ARE IMPLEMENTED, WE MAY NOT QUALIFY
FOR LISTING ON THE PROPOSED BULLETIN BOARD EXCHANGE OR ANY OTHER MARKETPLACE, IN
WHICH EVENT INVESTORS MAY HAVE DIFFICULTY BUYING AND SELLING OUR SECURITIES.

         We understand that, in 2003, subject to approval of the Securities and
Exchange Commission, The NASDAQ Stock Market intends to phase out the OTC
Bulletin Board, and replace it with the BBX. As proposed, the BBX will include
an electronic trading system to allow order negotiation and automatic execution.
The NASDAQ Stock Market has indicated its belief that the BBX will bring
increased speed and reliability to trade execution, as well as improve the
overall transparency of the marketplace. Specific criteria for listing on the
BBX have not yet been announced, and the BBX may provide for listing criteria
which we may  not meet. If the OTC Bulletin Board is phased out and we do not
meet the criteria established by the BBX, there may be no transparent market on
which our securities may be included. In that event, investors may have
difficulty buying and selling our securities and the market for our securities
may be adversely affected thereby.
                                       20
<PAGE>
OUR PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS WILL OWN A CONTROLLING
INTEREST IN OUR VOTING STOCK AND INVESTORS WILL NOT HAVE ANY VOICE IN OUR
MANAGEMENT.

     Upon completion of this offering our officers, directors and stockholders
with greater than 5% holdings will, in the aggregate, beneficially own
approximately 83.3% of our outstanding common stock.  As a result, these
stockholders, acting together, will have the ability to control substantially
all matters submitted to our stockholders for approval, including:

-     election of our board of directors;
-     removal of any of our directors;
-     amendment of our certificate of incorporation or bylaws; and
-     adoption of measures that could delay or prevent a change in control or
      impede a merger, takeover or other business combination involving us.

     These stockholders will have substantial influence over our management and
our affairs.

THERE IS NO CURRENT TRADING MARKET FOR OUR SECURITIES. WITHOUT A TRADING
MARKET,  PURCHASERS OF THE SECURITIES MAY HAVE DIFFICULTY SELLING THEIR SHARES.

     There  is currently no established public trading market for our
securities.  A  public trading market in our securities may never develop. If  a
trading  market does develop, it may not be sustained for any significant time.
We intend  to  apply  for  admission  to  quotation  of its securities  on the
OTC Bulletin Board.   If  for  any reason our common stock is not listed  on
the  OTC Bulletin Board or a public trading market does not develop, purchasers
of  the  shares  may  have  difficulty  selling  their common stock.

THERE ARE A LARGE NUMBER OF SHARES UNDERLYING OUR WARRANTS THAT MAY BE AVAILABLE
FOR FUTURE SALE AND THE SALE OF THESE SHARES MAY CAUSE THE PRICE OF OUR STOCK TO
DROP.

     As of  March  10, 2003,  we had  6,046,069  shares of common stock issued
and outstanding. We also had convertible debentures and warrants outstanding
that may be exercised or converted into an aggregate of  4,368,100  shares of
common stock.  Upon effectiveness of a Registration Statement,  3,656,760  of
the shares offered, including the listed shares issuable upon exercise of our
warrants and conversion of our debentures, may be sold without restriction.  The
sale of these shares may cause the market price of our common stock to drop.
The issuance of shares upon conversion or exercise of the warrants may result in
substantial dilution to the interests of other stockholders.

THE APPLICATION OF THE "PENNY STOCK REGULATION" COULD HARM THE MARKET PRICE OF
OUR COMMON STOCK

     Our securities may be deemed a penny stock. Penny stocks generally are
equity securities with a price of less than $5.00 per share other than
securities registered on certain national securities exchanges or quoted on the
NASDAQ Stock Market, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system. Our securities may be subject to "penny stock rules" that impose
additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 together with their spouse). For transactions covered by
these rules, the broker-dealer must make a special suitability determination for
the purchase of such securities and have received the purchaser's written
consent to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the "penny stock rules"
require the delivery, prior to the transaction, of a disclosure schedule
prescribed by the Commission relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. Consequently, the "penny
stock rules" may restrict the ability of broker-dealers to sell our securities
and may have the effect of reducing the level of trading activity and price of
our common stock in the secondary market.
                                       21
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

The  Financial  Statements  required by Item 304 of Regulation S-B are stated in
U.S.  dollars  and  are  prepared  in  accordance  with  U.S. Generally Accepted
Accounting  Principles. The following financial statements pertaining to Resolve
Staffing,  Inc.  are  filed  as  part of its annual report filed on Form 10-KSB.

                                                                           Page

Independent Auditor's Report                                                F-1

Financial Statements -

         Consolidated balance sheets as of December 31, 2002
           and 2001                                                         F-2

         Consolidated statements of operations for the years ended
              December 31, 2002 and 2001                                    F-3

         Consolidated statements of cash flows for the years ended
              December 31, 2002 and 2001                                    F-4

         Consolidated statements of stockholders' equity for the years
              ended  December 31, 2002  and 2001                            F-5

Notes to consolidated financial statements                                  F-6

<PAGE>

                          INDEPENDENT AUDITOR'S REPORT





To the Board of Directors and Stockholders
Resolve Staffing, Inc.
Tampa, Florida

I have audited the accompanying consolidated balance sheets of Resolve Staffing,
Inc.,  (formerly Resolve  Staffing,  Inc.) as of December 31, 2002 and 2001, and
the related consolidated statements of operations,  cash flows and stockholders'
equity for the years ended then ended. These consolidated  financial  statements
are the  responsibility  of the Company's  management.  My  responsibility is to
express an opinion on these consolidated financial statements based on my audit.

I conducted the audits in accordance with generally accepted auditing standards.
Those standards  require that I plan and perform the audits to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audits provides a reasonable basis for my opinion.

In my opinion,  the financial statements referred to above present fairly in all
material respects, the financial position of Resolve Staffing,  Inc. at December
31,  2002 and  2001,  and the  result  of its  operations,  its cash  flows  and
stockholders'  equity  for the years then ended in  conformity  with  accounting
principles generally accepted in the United States of America.



/s/ Timothy M. Griffiths, C.P.A.

TIMOTHY M. GRIFFITHS, CPA
Tampa, Florida
March 22, 2003








                                       F-1
<PAGE>

<TABLE>
<CAPTION>

                             RESOLVE STAFFING, INC.
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001


                    ASSETS                                                                 2002                    2001
                                                                                   ---------------------    -------------------
<S>                                                                                  <C>                    <C>
CURRENT ASSETS
   CASH AND CASH EQUIVALENTS                                                                 $       -             $   19,467
    ACCOUNTS RECEIVABLE, NET OF ALLOWANCE FOR BAD
         DEBTS OF $4,500 FOR 2002 AND $1,800 FOR 2001                                            89,674                 30,069
    PREPAID AND OTHER ASSETS                                                                     82,790                  8,317
                                                                                   ---------------------
        TOTAL CURRENT ASSETS                                                                    172,464                 57,853
                                                                                   ---------------------

PROPERTY AND EQUIPMENT
    PROPERTY AND EQUIPMENT                                                                       28,382                 28,382

    LESS: ACCUMULATED DEPRECIATION                                                               14,015                  8,202
                                                                                   ---------------------    -------------------
        NET PROPERTY AND EQUIPMENT                                                               14,367                 20,180
                                                                                   ---------------------    -------------------
                  TOTAL ASSETS                                                              $   186,831             $   78,083
                                                                                   =====================    ===================


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
    ACCOUNTS PAYABLE                                                                        $    43,386              $  23,698
    BANK OVERDRAFT                                                                                9,712                      -
    ACCRUED PAYROLL TAXES                                                                        10,803                 17,171
    NOTE PAYABLE                                                                                 40,000                      -
    DEBENTURES PAYABLE                                                                           11,150                 18,450
    LOAN PAYABLE - RELATED PARTIES                                                                7,760                      -
    OTHER CURRENT LIABILITIES                                                                     4,935                    642
                                                                                   ---------------------    -------------------
        TOTAL CURRENT LIABILITIES                                                               127,746                 59,961
                                                                                   ---------------------    -------------------

LONG-TERM  LIABILITIES
     LOANS PAYABLE - RELATED PARTY                                                               67,000                      -
                                                                                   ---------------------    -------------------
         TOTAL LONG-TERM LIABILITIES                                                             67,000                      -
                                                                                   ---------------------    -------------------

STOCKHOLDERS' EQUITY (DEFICIT)
    COMMON STOCK, $.0001 PAR VALUE, 50,000,000 SHARES
      AUTHORIZED, ISSUED AND OUTSTANDING: 2002 - 4,821,069
            SHARES; 2001 - 83,334 SHARES                                                            482                      8
    PAID-IN CAPITAL                                                                             737,190                425,467
    RETAINED EARNINGS (DEFICIT)                                                           (    745,587)         (     407,403)
                                                                                   ---------------------    -------------------
             TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                     (                 18,072
                                                                                                 7,915)
                                                                                   ---------------------    -------------------

    TOTAL LIABILITIES AND  STOCKHOLDERS' EQUITY
    (DEFICIT)                                                                                $  186,831              $  78,033
                                                                                   =====================    ===================

READ INDEPENDENT  AUDITOR'S REPORT.  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART
OF THESE FINANCIAL STATEMENTS.
</TABLE>

                                       F-2

<PAGE>

<TABLE>
<CAPTION>

                             RESOLVE STAFFING, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



                                                                                          2002                     2001
                                                                                  ----------------------    --------------------

<S>                                                                                        <C>                   <C>

SERVICE REVENUES                                                                            $   467,911             $ 471,821

DIRECT COST OF SERVICES                                                                         353,097               359,742
                                                                                  ----------------------    --------------------

GROSS MARGIN                                                                                    114,814               112,079
OPERATING
EXPENSES
     LEGAL & PROFESSIONAL FEES                                                                  135,701                52,621
     ADVERTISING/PROMOTION                                                                       10,806                21,710
     SALARIES AND BENEFITS                                                                      194,924               197,304
     TAXES & LICENSES                                                                             8,848                 7,808
     PENALTIES                                                                                        -                19,638
     RENT & LEASES                                                                               23,743                22,626
     TRAVEL & ENTERTAINMENT                                                                       4,103                10,071
     ADMINISTRATIVE EXPENSES                                                                     62,483                48,551
                                                                                  ----------------------    --------------------
           TOTAL OPERATING EXPENSES                                                             440,608              380,329
                                                                                  ----------------------    --------------------

 LOSS FROM OPERATIONS                                                                 (        325,794)       (      268,250)

OTHER INCOME
(EXPENSES)
      INTEREST AND OTHER INCOME                                                                     716                 326
      INTEREST EXPENSE                                                               (          13,106)       (      21,272)
                                                                                  ----------------------    --------------------
          NET OTHER INCOME (EXPENSES)                                                (          12,390)       (      21,272)
                                                                                  ----------------------    --------------------

NET INCOME (LOSS)                                                                     $(       338,184)       $(    289,522)
                                                                                  ======================    ====================

LOSS PER
SHARE
     BASIC                                                                                  $     (.12)       $       (3.47)
                                                                                  ======================    ====================

     FULLY DILUTED                                                                          $     (.05)       $        (.05)
                                                                                  ======================    ====================

AVERAGE NUMBER OF SHARES
OUTSTANDING
     BASIC                                                                                    2,821,424              83,333
                                                                                  ======================    ====================

     FULLY DILUTED                                                                            7,189,524           5,438,166
                                                                                  ======================    ====================


READ INDEPENDENT  AUDITOR'S REPORT.  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART
OF THESE FINANCIAL STATEMENTS.
</TABLE>

                                       F-3

<PAGE>

<TABLE>
<CAPTION>

                             RESOLVE STAFFING, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS FOR
                      THE YEARS ENDED DECEMBER 31, 2002 AND
                                      2001

                                                                                        2002                      2001
                                                                                ---------------------    ---------------------
<S>                                                                                      <C>                   <C>

CASH FLOWS FROM OPERATING
ACTIVITIES
    NET LOSS                                                                        $(      338,184)        $ (      289,522)
    ADJUSTMENTS TO RECONCILE NET LOSS TO CASH USED IN OPERATING
ACTIVITIES:
        DEPRECIATION                                                                           5,813                  4,473
        BAD DEBT EXPENSE                                                                       2,700                      -
        CONTRIBUTION OF ASSETS                                                                     -         (        7,825)
        CONTRIBUTED SERVICES                                                                  82,650                      -
        CONVERSION OF LOANS AND INTEREST TO CAPITAL                                              151         (        5,125)
    DECREASE (INCREASE) IN CURRENT

ASSETS:
        ACCOUNTS RECEIVABLE                                                         (        62,305)                 27,982
        PREPAID AND OTHER ASSETS                                                    (        74,473)         (        5,701)
    INCREASE (DECREASE) IN CURRENT
LIABILITIES:
        ACCOUNTS PAYABLE                                                                      19,688                 17,168
        BANK OVERDRAFT                                                                         9,712                      -
        PAYROLL TAX ACCRUALS                                                       (          6,368)            (    49,459)
        SALARY ACCRUAL                                                                             -            (     9,885)
        CUSTOMER DEPOSITS                                                                          -               (  8,558)
        OTHER CURRENT LIABILITIES                                                              4,293            (     1,282)
                                                                                ---------------------   ---------------------
           TOTAL ADJUSTMENTS                                                        (        18,139)            (     38,312)
                                                                                ---------------------  ---------------------

    NET CASH (USED) BY OPERATING ACTIVITIES                                          (      356,323)            (    327,834)
                                                                                ---------------------  ---------------------

CASH FLOWS FROM INVESTING
ACTIVITIES
    PURCHASE OF PROPERTY AND EQUIPMENT                                                             -          (       8,821)
                                                                                ---------------------  ---------------------
    NET CASH (USED) BY INVESTING ACTIVITIES                                                        -          (       8,821)
                                                                                ---------------------  ---------------------

CASH FLOWS FROM FINANCING
ACTIVITIES
     SALE OF UNITS/WARRANTS AND CAPITAL STOCK, NET OF REDEMPTION                              40,000                317,975
     PROCEEDS FROM CONVERTIBLE SUBORDINATED NOTES                                            100,000
     PROCEEDS FROM CONVERTIBLE DEBENTURES                                                          -                 18,450
     PROCEEDS FROM INSURANCE FINANCING                                                        93,061
     REPAYMENTS OF INSURANCE FINANCING                                               (        93,061)
     PROCEEDS FROM NOTE PAYABLE                                                               40,000                     -
     LOAN FROM STOCKHOLDERS, NET OF REPAYMENTS                                               134,760                     -
     CAPITAL CONTRIBUTION                                                                     22,096                     -
                                                                                ---------------------  ---------------------
     NET CASH PROVIDED BY FINANCING ACTIVITIES                                               336,856               336,425
                                                                                ---------------------  ---------------------

 NET INCREASE (DECREASE) IN CASH                                                             (19,467)                  (230)

CASH, BEGINNING OF THE YEAR                                                                   19,467                 19,697
                                                                                ---------------------  ---------------------

CASH, END OF THE YEAR                                                                      $     -0-                $19,467
                                                                                =====================  =====================


</TABLE>

READ INDEPENDENT  AUDITOR'S REPORT.  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART
OF THESE FINANCIAL STATEMENTS.
                                      F-4


<PAGE>

<TABLE>
<CAPTION>

                             RESOLVE STAFFING, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


                                                    COMMON STOCK               PAID-IN                RETAINED
                                              SHARES          AMOUNT           CAPITAL                DEFICIT           TOTAL
                                          ----------------    --------------   --------------    ------------------- -------------
<S>                                        <C>                 <C>             <C>                 <C>                 <C>


BALANCE, DECEMBER 31, 2000                         37,500                 4          107,496         (     112,756)      (5,256)

RECAPITALIZATION OF
PUBLIC
  COMPANY FOR INTEGRA MERGER                       45,834                 4          317,971        (        5,125)     312,850

NET LOSS DURING PERIOD                                  -                 -                -        (     289 ,522)    (289,522)
                                          ----------------    --------------   --------------    -------------------
-------------
BALANCE, DECEMBER 31, 2001                         83,334                 8          425,467        (      407,403)      18,072

ISSUANCE OF COMMON STOCK FOR SERVICES               3,333                 -              100                      -         100

ISSUANCE OF COMMON STOCK IN
CONVERSION
OF DEBENTURES                                     248,367                25            7,426                      -       7,451

DONATED SERVICES                                        -                 -           82,550                      -      82,550

CONTRIBUTED CAPITAL BY SHAREHOLDER                      -                 -           22,096                      -      22,096

ISSUANCE OF COMMON STOCK FOR
CASH,
NOTES AND DEBT                                  5,000,000               500          199,500                      -     200,000

CANCELLATION OF COMMON STOCK                 (   513,965)     (         51)               51                      -           -

NET LOSS DURING PERIOD                                  -                 -                -         (     338,184)    (338,184)
                                          ----------------    --------------   --------------    ------------------ -------------
BALANCE, DECEMBER 31, 2002                      4,821,069            $  482         $737,190        $(     745,587) $    (7,915)
                                          ================    ==============   ==============    ================== =============
</TABLE>
READ INDEPENDENT  AUDITOR'S REPORT.  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART


                                       F-5

<PAGE>






                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This  summary of  significant  accounting  policies  of Resolve  Staffing,  Inc.
("Resolve"),  formerly  Columbialum  Staffing,  Inc.,  is presented to assist in
understanding Resolve's financial statements. The financial statements and notes
are the  representation  of Resolve's  management who is  responsible  for their
integrity  and  objectivity.  These  accounting  policies  conform to accounting
principles  generally  accepted  in the United  States of  America  consistently
applied in the preparation of the financial statements.

NATURE OF OPERATIONS

Resolve Staffing, Inc., formerly Columbialum Staffing, Inc., was organized under
the laws of the State of Nevada on April 9, 1998.  Integra  Staffing,  Inc., was
organized under the laws of the State of Florida  corporation on August 16, 1999
(collectively referred to as "Resolve").

Resolve  Staffing,  Inc.  was in the  development  stage  until its merger  with
Integra Staffing, Inc. on December 10, 2001.

Since its inception, Integra Staffing, Inc. ("Integra") was a temporary staffing
company.  Integra's  strategy  has  been to  provide  efficient  and  affordable
solutions to its customers' employment and labor force needs.

REVERSE MERGER METHOD OF ACCOUNTING

Following  the  acquisition,   the  former  management  of  Integra  became  the
management  of  Resolve  and the former  stockholders  of  Integra  were  issued
approximately  60% of the  outstanding  shares of  Resolve's  $0.0001  par value
common stock. In accordance with accounting principles generally accepted in the
United States of America,  Resolve's  acquisition  of Integra has been accounted
for as a reverse merger. As a result,  Integra has been treated as the acquiring
entity and  Resolve  has been  treated  as the  acquired  entity for  accounting
purposes.  The  historical  financial  statements  of  Integra  have  become the
historical  financial  statements of Resolve in connection with the acquisition.
Similarly,  the historical  equity and retained  deficit of Integra prior to the
acquisition have been retroactively restated for the equivalent number of shares
issued in connection with the acquisition.

PRINCIPLES OF CONSOLIDATION

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

BASIS OF ACCOUNTING

Resolve maintains its financial records and financial  statements on the accrual
basis of  accounting.  The accrual basis of accounting  provides for matching of
revenues and expenses.
                       Read independent auditor's report.
                                       F-6
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

REVENUE AND COST RECOGNITION

Service  revenues  generated  from  employees  on  customer  assignments  to its
clients,  under client service agreements,  are recognized as income at the time
service is provided,  while service revenues generated from permanent  placement
services  are  recognized  at the time the  customer  agrees to hire a candidate
supplied by the Company.  In  consideration  for payment of such  service  fees,
Resolve agrees to pay the following  direct costs  associated  with the worksite
employees: (a) salaries and wages, (b) employment-related taxes and (c) workers'
compensation  insurance  premiums.  These  costs  are  recorded  on the  accrual
accounting of accounting.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows,  Resolve  considers amounts held by
financial  institutions and short-term  investments with an original maturity of
90 days or less to be cash and cash equivalents.

ACCOUNTS RECEIVABLE

Resolve's trade accounts receivable result from the sale of its services in West
Central Florida,  and consist primarily of private  companies.  Resolve uses the
allowance  method to account for  uncollectible  accounts.  Bad debt expense for
year ended December 31, 2002 and 2001 was $2,700 and $-0- respectively

CONCENTRATION OF CREDIT RISK

Financial  instruments,  which  potentially  expose Resolve to concentrations of
credit risk,  as defined by FASB  Statement No. 105,  Disclosure of  Information
about  Financial   Instruments  with   Off-Balance   Sheet  Risk  and  Financial
Instruments  with  Concentration  of Credit Risk,  consist  principally of trade
receivables.

Resolve's  trade accounts  receivable  result from the sale of its services with
customers  based in West  Central  Florida,  and  consist  primarily  of private
companies.  In order to minimize the risk of loss from these private  companies,
credit  limits,  ongoing  credit  evaluation  of  its  customers,   and  account
monitoring  procedures  are  utilized.  Collateral  is not  generally  required.
Allowances for potential credit losses are maintained,  when realized, have been
within management's expectations.

The Company is obligated to pay the  salaries,  wages and related  benefit costs
and payroll taxes of worksite employees.  Accordingly,  the Company's ability to
collect amounts due from customers could be affected by economic fluctuations in
its markets or these industries.

Financial Instruments .

Resolve  estimates that the fair value of all financial  instruments at December
31, 2002 and 2001 do not differ materially from the aggregate  carrying value of
its financial instruments recorded in the accompanying balance sheets.

                        Read independent auditor's report
                                       F-7
<PAGE>
                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PROPERTY AND EQUIPMENT

Property and equipment are recorded at historical cost and include expenditures,
which  substantially  increase the useful lives of existing property,  plant and
equipment. Maintenance and repairs are charged to operations when incurred.

Depreciation  of  property  and  equipment  is  computed   primarily  using  the
straight-line  method based on estimated useful lives (furniture and fixtures, 6
to 7 years,  office equipment 5 to 7 years,  and computers and software,  3 to 5
years).  Depreciation  for income tax  purposes  is computed  principally  using
straight line method and lives.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

The Company  provides  for  workers'  compensation,  health care  insurance  and
unemployment  taxes  related  to  its  employees.   A  deterioration  in  claims
experience  could  result in increased  costs to the Company in the future.  The
Company records an estimate of any existing  liabilities under these programs at
each balance sheet date. The Company's future costs could also increase if there
are any material changes in government  regulations related to employment law or
employee benefits.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the FASB issued  Statement of Financial  Accounting  Standards No.
No. 142,  "Goodwill and Other Intangible  Assets".  SFAS No. 142, which includes
the  requirements  to test for  impairment  goodwill  and  intangible  assets of
indefinite  life,  rather than  amortize  them,  is  effective  for fiscal years
beginning  after  December  31,  2001.  Adoption  of this  pronouncement  is not
anticipated  to have a  significant  impact on the  Company.  Intangible  assets
consist of patents'  rights.  These costs are amortized  over a 17-year  period,
their estimated economic life.

In August 2001, the FASB issued SFAS No.144,  "Accounting  for the Impairment or
Disposal of Long-Lived Assets".  SFAS No. 144 replaces SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of".  SFAS  No.  144  retains  the  fundamental  provisions  of SFAS 121 for the
recognition  and  measurement of the impairment of long-lived  assets to be held
and used and the measurement of long-lived assets to be disposed of by sale.

Under SFAS  No.144,  long-lived  assets are  measured  at the lower of  carrying
amount or fair value less cost to sell. The standard became effective on January
1, 2002. Management does not believe adoption of this standard has a significant
impact on the results of  operations,  financial  position and cash flows of the
Company.
                       Read independent auditor's report.
                                       F-8
<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


ADVERTISING COSTS

Advertising costs, except for costs associated with direct-response advertising,
are  charged  to  operations  when  incurred.   The  costs  of   direct-response
advertising  are  capitalized  and amortized over the period during which future
benefits  are expected to be  received.  Resolve  does not have  direct-response
advertising during the years ended December 31, 2002 and 2001.

INCOME TAXES

Resolve  records its federal and state income tax liability in  accordance  with
Financial  Accounting  Standards  Board Statement No. 109 "Accounting for Income
Taxes". Deferred taxes payable are provided for differences between the basis of
assets and liabilities for financial  statements and income tax purposes,  using
current tax rates. Deferred tax asset is the expected benefit of a net operating
loss carryover and general  business credits that are available to offset future
income taxes.

LOSS PER SHARE

Resolve  records  basic and fully  diluted  loss per  share in  accordance  with
Financial  Accounting  Standards Board Statement No. 128,  "Earnings per Share".
Basic earnings (loss) per share includes no dilution and is computed by dividing
income (loss) available to common stockholders by the weighted average number of
shares outstanding for the period. Diluted earnings (loss) per share reflect the
potential  dilution of securities that could share in the earnings (loss) of the
entity.  For  purposes of  computation  of loss per share,  the number of shares
outstanding have been retroactively adjusted to reflect Resolve's one-for-thirty
reverse stock split.

DIVIDEND POLICY

Resolve has not yet adopted a policy regarding payment of dividends.

FISCAL YEAR

Resolve has elected December 31 as its fiscal year end.

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to the current year
presentation.
                       Read independent auditor's report.
                                       F-9
<PAGE>
                             RESOLVE STAFFING, INC.
                    NOTES TO CONSOLDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE B - PREPAID EXPENSES & OTHER ASSETS

At December 31, 2002 and 2001, the components of Prepaid Expenses & Other Assets
are summarized as follows:
                                                 2002               2001
                                           ------------------ ------------------
                 Prepaid insurance                  $ 78,275           $  7,750
                 Prepaid interest                          -                  -
                 Trademark                             2,325                  -
                 Deposits                              2,190                567
                                           ------------------ ------------------
                 Total                              $ 82,790           $  8,317
                                           ================== ==================

Resolve  financed its insurance  premiums,  including  its workers  compensation
insurance,  with monthly to payments of  approximately  $8,088 per month through
November 2002.  The Company  estimated its future payroll for the current policy
year ending  February  2003,  on the  assumption  that certain  growth and/or an
acquisition would be consummated during the year, neither of which has occurred.
The  prepaid  insurance  consist of the  unamortized  portion  of its  insurance
premiums as well the estimated $65,000  overpayment on its workers  compensation
premiums,  which  the  Company  expects  to  receive  in March  2003,  after the
completion  of the  insurance  carrier's  audit of the  payroll  for the  policy
period.

NOTE C - PROPERTY AND EQUIPMENT

Property  and  equipment  as of  December  31,  2002 and 2001 is  summarized  as
follows:

                                       2002                  2001
                                 -----------------     -----------------
Computer software                        $  5,590              $  5,590
Computers                                   6,187                 6,187
Furniture and fixtures                      5,079                 5,079
Office equipment                           11,576                11,576
                                 -----------------     -----------------
                                           28,382                28,382
Less accumulated depreciation            (14,015)               (8,203)
                                 -----------------     -----------------
     Net property and equipment         $  14,367             $  20,179
                                 =================     =================

Depreciation  expense for the years ended  December 31, 2002 and 2001 was $5,813
and $4,473, respectively.

NOTE D - CONVERTIBLE DEBENTURES AND NOTE PAYABLE

CONVERTIBLE DEBENTURES DUE DECEMBER 31, 2002

On November 16, 2001,  Resolve  borrowed $7,300 from the former  shareholders of
Integra and  unrelated  individuals  secured by a 5%  convertible  debenture due
December 31, 2002.  The debenture was  convertible  into  Resolve's  $0.0001 par
value common stock at $0.0001 per share through the debenture's maturity date.

On March 30,  2002,  Resolve  issued  248,367  shares of its common stock to the
holders of the 5%  convertible  debentures in exchange for the conversion of the
$7,300 principal amount and the accrued interest to date of $151.

                       Read independent auditor's report.
                                      F-10
<PAGE>
                             RESOLVE STAFFING, INC.
                    NOTES TO CONSOLDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE D - CONVERTIBLE DEBENTURES AND NOTE PAYABLE (CONTINUED)

CONVERTIBLE DEBENTURES DUE JUNE 30, 2003

On December 6, 2001,  Resolve  borrowed  $11,150 from an  unrelated  individuals
secured by a 6%  convertible  debenture due June 30, 2003.  The  debentures  are
convertible  into  Resolve's  $0.0001 par value  common stock at $0.10 per share
through the debenture's maturity date.

NOTE PAYABLE

During  May and June  2002,  Resolve  obtained  loans  from  Barbara  Green,  an
unrelated individual, and on June 3, 2002 Resolve formalized the advances with a
promissory note for the total advances of $40,000. The note is includes interest
at 12% per annum  payable  quarterly in arrears,  and is secured by the accounts
receivable of the Company.

On February 3, 2003, Resolve secured an extension of the note's maturity date to
May 3, 2003, subject to the timely payment of accrued interest on the note.

SUBORDINATED CONVERTIBLE NOTES

The Board of  Directors  authorized  the issue and sale of its 18%  Subordinated
Convertible  Notes  ("Notes")  due  October 1, 2002 in the  aggregate  principal
amount of not more than  $250,000.  The Note  contained an option for Resolve to
extend the maturity date for up to two  successive  three months  periods ending
January  1, 2003 and  April 1,  2003.  The  principal  amount of the Notes  were
convertible  into shares of  Resolve's  $0.0001 par value common stock at $2 per
share.  As of March 31, 2002,  notes were issued in the amount of  $100,000.  On
June 24, 2002, after  negotiations with the note holders,  the $100,000 in notes
were  cancelled in exchange for units,  each  consisting  of one share of common
stock and one purchase warrant at $.04 per unit.

NOTE E - INCOME TAXES

For  financial  statements  purposes,  Resolve  has  an  accumulated  losses  of
$657,912,  from its inception  through  December 31, 2002,  which can be used to
offset future income through 2017.

For income tax purposes  Resolve has a net operating  loss carryover of $740,463
which can be used to offset future Federal and state taxable income through 2017
as indicated below

              YEAR ENDED DECEMBER 31,          LOSSES
                                          ------------------
                      2014                   $       13,649
                      2015                           99,107
                      2016                          289,522
                      2017                          338,184
                                          ------------------
                     Total                        $ 740,463
                                          ==================

                       Read independent auditor's report.
                                      F-11
<PAGE>

                             RESOLVE STAFFING, INC.
                    NOTES TO CONSOLDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE E - INCOME TAXES (CONTINUED)

The potential tax benefit of these losses and credits is estimated as follows:

               Future tax benefit              $  207,330
               Valuation allowance               (207,330)
                                           ----------------
               Future tax benefit          $              -
                                           ================

At  December  31,  2002 and 2001,  no deferred  tax assets or  liabilities  were
recorded in the accompanying financial statements.

NOTE F - LOSS PER SHARE

Resolve has reported  basic loss per share based on the weighted  average number
of shares  outstanding  for the period,  and has reported fully diluted loss per
share  including  the 4,256,600  reserved for the exercise of warrants,  and the
111,500  reserved for the  conversion  of the 6%  convertible  debentures  dated
December 6, 2001.

On May 28, 2002,  Resolve  approved a 1 for 30 reverse split of its  outstanding
$.0001 par value common stock. The number of shares outstanding and the earnings
per share calculations have been retroactively restated for the 1 for 30 reverse
stock split for all periods presented.


NOTE G -  CASH FLOW SUPPLEMENTAL INFORMATION

Cash  paid for  interest  during  the years  ended  December  31,  2002 and 2001
amounted to $9,991 and $21,598 respectively.


NOTE  H -  NON-CASH TRANSACTIONS

In connection with the acquisition of Integra Staffing,  Inc. in September 2001,
Resolve  issued  50,000 shares of its $0.0001 par value common stock in exchange
for 100% of the outstanding common stock of that company. Also, a shareholder of
Resolve  contributed  property and equipment with an adjusted basis of $7,825 as
paid-in capital.

During year ended December 31, 2002, the following non-cash transactions:

1.   Resolve's  officers provided  services to Resolve valued at $82,550,  which
     were donated to the Company.  2. Resolve  issued 100 shares of common stock
     in exchange for services of an unrelated  entity. 3. Resolve issued 248,334
     shares of common stock in exchange for the cancellation of 5% debentures in
     the amount of $7,300 plus accrued interest of $151.

4.   Resolve agreed to immediately register 300,000 shares of common owned by R.
     Gale Porter,  former  president of Resolve in exchange for which Mr. Porter
     agreed to cancel 513,965 shares of common stock and 943,400 warrants.

                       Read independent auditor's report.
                                      F-12
<PAGE>

                             RESOLVE STAFFING, INC.
                    NOTES TO CONSOLDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE I - RELATED PARTY TRANSACTIONS

During the three month period ended March 31, 2002, Resolve borrowed $8,000 from
Work  Holdings,  LLC, one of its  shareholders  of Resolve.  In  addition,  Work
Holdings,  LLC paid expenses on behalf of the Company totaling $14,096. On March
31, 2002 the total amount of $22,096 was contribute to the Company.

During the year ended  December  31,  2002,  Resolve  borrowed  $26,287 from its
president,  R. Gale Porter, former president of Resolve, of which $7,476 remains
outstanding at December 31, 2002. The debt is not evidenced by promissory  note,
and no interest is being paid by the Company.

During the year ended December 31, 2002,  Resolve  borrowed $67,000 from William
A. Brown,  executive  vice-president and major shareholder of Resolve,  of which
$67,000  remains  outstanding  at December 31, 2002.  The debt is evidenced by a
promissory note due on March 31, 2004, with interest at the rate of 5% per annum
payable quarterly in arrears starting March 31, 2003.

During year ended December 31, 2002, the Company's officers provided services to
Resolve valued at $82,250, which were donated to the Company.

NOTE  J -  MERGER AND CHANGE OF MANAGEMENT

On September 27, 2001,  the  shareholders  of Resolve  entered into a Securities
Exchange  Agreement,  as amended, to exchange 100% of the issued and outstanding
common stock of Integra Staffing,  Inc.,  ("Integra") for an aggregate of 50,000
shares of Resolve's $0.0001 par value common stock.

The effective  date of the  transaction  was December 10, 2001. On the effective
date of the transaction,  the former shareholders of Integra owned approximately
60% of the  outstanding  stock of Resolve.  The  transaction  was  recorded as a
reverse merger. In connection with the transaction,  a related party contributed
$6,400 due to him by Resolve to paid-in capital.

On the effective date of the transaction, Rene Morissette, the former President,
Treasurer, Secretary and sole Director of Resolve resigned, and Charles Lincoln,
CEO and Director of Integra became CEO and Chairman of Resolve. Additionally, R.
Gale  Porter,  former  President  and  Director of Integra  became  President of
Resolve,  and Cristino L. Perez,  former  Secretary,  Treasurer  and Director of
Integra became Secretary and Treasurer of Resolve.

NOTE K - AMENDMENT OF ARTICLES OF INCORPORATION

During the year ended December 31, 2001,  the Company  approved an amendment its
articles  of   incorporation  to  (a)  change  the  name  of  the  company  from
Columbialum, Ltd. to Columbialum Staffing, Inc.; (b) reduce the par value of its
common stock and preferred stock from $0.01 to $0.0001;  (d) increase the number
of common shares  Resolve is authorized to issue from  20,000,000 to 50,000,000;
and (e) increase the number of preferred  shares  Resolve is authorized to issue
from 2,000,000 to 10,000,000 shares.

                       Read independent auditor's report.
                                      F-13
<PAGE>

                             RESOLVE STAFFING, INC.
                    NOTES TO CONSOLDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE K - AMENDMENT OF ARTICLES OF INCORPORATION (CONTINUED)

On May 28, 2002,  Resolve approved an amendment its articles of incorporation to
(a) change the name of the company from  Columbialum  Staffing,  Inc. to Resolve
Staffing,  Inc.;  (b)  reverse  split the  outstanding  shares  of common  stock
one-for-thirty; (c) maintain the par value of Resolve's common stock at $0.0001;
(d)  restore  the  number of common  shares  Resolve is  authorized  to issue to
50,000,000.

NOTE L - STOCK AND WARRANTS ISSUANCES

SALE OF COMMON STOCK AND WARRANTS

On March 30,  2002,  Resolve  issued  3,333 shares of its common stock to Apogee
Business  Consultants,  LLC, in connection with consulting  services provided to
the Company.

On March 30,  2002,  Resolve  issued  248,367  shares of its common stock to the
holders of the 5%  convertible  debentures in exchange for the conversion of the
$7,300 principal amount and the accrued interest to date of $151.

On June 24, 2002,  Resolve sold 5,000,000 units, each consisting of one share of
common stock and one five-year $.15 common stock  purchase  warrant for $200,000
as follows:

1.  2,500,000  units were issued in  exchange  for the  cancellation  of the 18%
Subordinated  Convertible  Notes due October 1, 2002.  2.  1,000,000  units were
issued in exchange  for $40,000 in cash.  3.  During the  current  period,  also
approximately $75,000 from officers, directors and shareholders without evidence
of promissory notes or interest,  of which $60,000 was cancelled in exchange for
the issuance of 1,500,000 units.

Subsequent to the cancellation of warrants  described below,  4,256,600 warrants
remained outstanding.

STOCK AND WARRANTS CANCELLATION
In  consideration  for the  immediate  registration  of  300,000  shares  of the
Company's restricted common shares owned by R. Gale Porter,  former president of
Resolve,  Mr.  Porter agreed to contribute  back to the Company  513,965  common
shares  and  743,400  common  shares   issuable  upon  conversion  of  warrants.
Additionally,  Mr.  Porter  agreed to subject  the  300,000  shares to a lock-up
agreement,  whereby a maximum of 10,000  shares  can be sold per month  after 60
days from the time the Company's shares first are listed on an exchange or on an
electronic  medium that provides  real-time trade reporting or 180 days from the
time the Company's registration statement is declared effective.

OTHER TRANSACTIONS

On November 22, 2002,  Mr.  Porter,  former  president of Resolve,  sold 750,000
units of the Company's  securities  to the William A. Brown Family  Trust.  Each
unit  consists of one share of the  Company's  common stock and one common stock
purchase  warrant.  The consideration for the purchase and sale was a promissory
note due June 30,  2003 for  $30,000,  secured  by a pledge  of the  shares  and
warrants.

                       Read independent auditor's report.
                                      F-14

<PAGE>
                             RESOLVE STAFFING, INC.
                    NOTES TO CONSOLDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE M - CHANGE OF OFFICERS AND DIRECTORS

Mr.  Charles  Lincoln  resigned as an officer and  director of Resolve by letter
dated  March  18,  2002,  citing  disagreements  with  matters  relating  to the
Resolve's  operations,  policies,  practices,  and  lack  of  confidence  in the
management  of the Resolve and that he resigned  solely to comply with the terms
of a funding offer approved by the Board of Directors.  Management believed that
Mr.  Lincoln's  assertions  were without  merit and  responded to Mr.  Lincoln's
assertions in an  information  statement  filed with the Securities and Exchange
Commission on Form 8-K.

Effective  October 23,  2002,  Mr. R. Gale  Porter  resigned  as  president  and
director of the Resolve. There were no disputes between Mr. Porter and Resolve.

On December 4, 2002, the remaining member of the board of directors, Cristino L.
Perez,  appointed  Donald E.  Quarterman,  Jr., as  President,  Chief  Operating
Officer and a director,  and William A. Brown as  Executive  Vice-President  and
director of Resolve.

NOTE N - SHAREHOLDERS' ACTIONS

On May 28, 2002, by written consent,  the majority of shareholders  voted to (1)
elect two directors,  (2) amend the Articles of  Incorporation to (a) change the
name of the company to Resolve Staffing, Inc., (b) reverse split the outstanding
common stock one-for-thirty,  (c) maintain the par value of the Resolve's common
stock at $.0001  per share,  (d)  restore  the number of shares of common  stock
Resolve is authorized to issue at 50,000,000, and (3) amend Resolve's 2001 Stock
Incentive  Plan to restore  the number of shares  which may be issued  under the
plan to 3,000,000.  All shares disclosures have been  retroactively  adjusted to
reflect the one-for-thirty reversed split.

Additionally,   the  Board  of  Directors  agreed  to  waive  the  anti-dilution
provisions of Resolve's 6%  convertible  debentures due June 30, 2003 and to fix
the conversion price of such debentures at $.10 per share.


NOTE O - EQUITY INCENTIVE PLAN

During the year ended December 31, 2001, Resolve adopted a 2001 Equity Incentive
Plan ("Incentive Plan") for the benefit of key employees (including officers and
employee directors) and consultants of Resolve and its affiliates. The Incentive
Plan is intended to provide  those persons who have  substantial  responsibility
for the  management  and growth of Resolve  with  additional  incentives  and an
opportunity  to  obtain or  increase  their  proprietary  interest  in  Resolve,
encouraging them to continue in the employ of Resolve.

On May 28, 2002,  Resolve's 2001 Stock Incentive Plan was amended to restore the
number of shares which may be issued  under the plan to 3,000,000  and to permit
the issuance of unrestricted shares.

                       Read independent auditor's report.
                                      F-15
<PAGE>
                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


NOTE P - COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

On June 14, 2002,  Resolve  entered into a lease  agreement,  effective  July 8,
2002, for approximately 1,056 square feet of office space, housing its operating
offices,  pursuant to a three-year  lease with an unrelated  landlord,  expiring
June 30, 2005 at $1,106 per month,  plus applicable  Florida sales tax.  Resolve
has the option to renew the lease for two successive  terms under the same terms
and conditions as the original lease.

Resolve  previously  occupied a 1,540  square  feet  office  space,  housing its
operating offices, pursuant to a three-year lease expiring October 30, 2002 at a
monthly  rental of $1,618 per  month,  and  included  an  escalation  clause and
allocation  of common area  maintenance  costs.  The space was leased to another
tenant, therefore, Resolve was relieved of any liability on the remainder of the
lease after August 31, 2002.

As a result of Mr. R. Gale Porter, the Company's president,  the arrangement for
the use of  executive  offices at no cost to the  Company  was  terminated.  The
Company's operations were consolidated at the new leased premises.

The future  maturities  of minimum  lease  payments  under  these  leases are as
follows:

               YEAR ENDED DECEMBER 31,                AMOUNT
                                                  ----------------
                          2003                           $ 13,272
                          2004                             13,272
                    Thereafter                              6,636
                                                  ----------------
                         Total                           $ 33,180
                                                  ================

NOTE Q - REGISTRATION STATEMENT

On July 27, 2002,  Resolve filed a registration  statement on Form SB-2 with the
Securities  and  Exchange  Commission,  under the  Securities  Act of 1933.  The
Company is in the process of revising the registration statement,  including the
number of shares and warrants  being  registered,  and  responding  to the SEC's
comments.  According to the registration  statement,  3,656,760 shares of common
stock are being  registered and offered  (including  111,500  shares  underlying
convertible  debentures  and 1,750,000  shares  underlying  the  warrants).  The
registration statement has not yet been declared effective.

NOTE R - SUBSEQUENT EVENTS

APPOINTMENT OF CHIEF EXECUTIVE OFFICER

On February 7, 2003, the Board of Directors  appointed  Wanda D. Dearth as Chief
Executive  Officer  and  director  of  Resolve.  Resolve  entered  into a letter
agreement to retain Ms. Dearth as CEO for a term of three years,  with automatic
renewal option, and provides for no compensation until March 30, 2003.

                       Read independent auditor's report.
                                      F-16

<PAGE>

                             RESOLVE STAFFING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

NOTE R - SUBSEQUENT EVENTS (CONTINUED)

The agreement provides for a $25,000 cash bonus payable no later than August 10,
2003, and monthly cash payments as follows:

                                                    AMOUNT
                                                ----------------
      April 1 to May 31, 2003                           $ 5,000
      June 1 to August 31, 2003                           7,000
      Beginning September 1, 2003                        10,000

The Board agreed to issued Ms. Dearth a total of 275,000 shares of the Company's
$.0001  par  value  common  stock  from  the  Incentive  Plan  as  part  of  the
compensation  package. Ms. Dearth will be issued 100,000 shares of common stock,
with unconditional  piggyback  registration  rights,  with the remaining 175,000
shares being held in escrow and will vest over the employment term as follows:

                                                 SHARES
                                             ----------------
      May 10, 2003                                    30,000
      August 10, 2003                                 45,000
      November 10, 2003                               50,000
      February 10, 2004                               50,000

Ms.  Dearth and  Resolve  have  agreed  that the value of the shares is $.14 per
share, and is commensurate  with the value of the services to be provided by Ms.
Dearth.  The agreement also provides for the payment of $25,000 if Ms. Dearth is
terminated  in the  first  90  days.  The  Board  agreed  to  proceed  with  the
development of an Employment Agreement embodying the above.


AGREEMENT WITH PINNACLE CAPITAL SERVICES, LLC

On February 7, 2003, the Board of Directors  approved a one-year  agreement with
Pinnacle  Capital  Services,  LLC  ("Pinnacle")  to  provide  Resolve  with  the
following  services:  assistance and/or preparation of financial,  strategic and
business  plans,  assist and advise Resolve on recruiting key management  talent
and members of the board of directors,  provide  advise and consult with Resolve
concerning  management,  products and services, and review and advise Resolve in
its efforts to consolidate  segments of the staffing industry.  According to the
agreement,  Resolve will pay  Pinnacle a $7,500 fee before  March 15, 2003,  and
agreed to issue Pinnacle a total of 950,000  restricted  shares of the Company's
$.0001  par value  common  stock as part of the  compensation  package.  Resolve
agreed to prepare and file a  registration  statement  on or before May 31, 2003
and  register  the shares  issued to  Pinnacle.  The  agreement  was approved by
Cristino L. Perez. The other Board members, Don Quarterman and William A. Brown,
abstained from the vote.

According to the agreement, Resolve will issue Pinnacle 100,000 shares of common
stock upon signing of the  agreement,  with the remaining  850,000  shares being
held in escrow and will vest over the term of the agreement as follows:  150,000
shares on March 31,  2003;  50,000  shares at the end of each  subsequent  month
though  December 31, 2003, and 250,000 shares on February 7, 2004.  Pinnacle and
Resolve  have  agreed  that the value of the  shares is $.14 per  share,  and is
commensurate with the value of the services to be provided by Pinnacle.

                       Read independent auditor's report.
                                      F-17



<PAGE>




ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE


     On March 1, 2002, our Board of Directors adopted a resolution changing our
independent accountant from Haskell & White, LLP (the "Former Accountant") to
the firm of Timothy M. Griffiths, Certified Public Accountant (the "New
Accountant"). The action was taken principally because we had completed the
acquisition of Integra and the board decided it would be in our best interest to
utilize the services of Integra's auditor.  During the fiscal year ended
December 31, 2000 and 1999, and for the periods from inception on April 9, 1998
through December 31, 2000, and any subsequent interim period to the date of the
dismissal (February 26, 2002), we had no disagreement with our Former Accountant
on any matter of accounting principal or practice, financial statement
disclosure or auditing scope or procedure which would have caused the Former
Accountant to make reference in its report upon the subject matter of
disagreement. The Former Accountant previously issued a report dated March 27,
2001 on our financial statements as of and for the year ended December 31, 2000
and 1999, and for the period from inception on April 9, 1998 through December
31, 2000. The report did not contain an adverse opinion or disclaimer of opinion
or qualification as to audit scope or accounting principle. The Former
Accountant's report did contain additional disclosure relating to uncertainty as
to our ability to continue as a going concern but did not contain any adjustment
for the disclosed uncertainties.  The Former Accountant reviewed this disclosure
and has furnished us with a letter addressed to the SEC that did not contain any
new information or clarification of the disclosure.

     We did not consult with the New Accountant regarding any matters prior to
its engagement, including matters relating to the application of accounting
principles, although the New Accountant rendered an unqualified audit report on
Integra's balance sheets as of December 31, 2000 and 1999 and related statements
of operations, cash flows and stockholders' equity for the year ended December
31, 2000 and the period from inception (August 16, 1999) to December 31, 1999,
which was included in our Form 8-K dated December 12, 2001, as amended.


                                       22
<PAGE>

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The following table sets forth the names and ages of our current directors and
executive officers, the principal offices and positions held by each person and
the date such person became a director or executive officer. The executive
officers are elected annually by the Board of Directors. The directors serve
one-year terms until their successors are elected. The executive officers serve
terms of one year or until their death, resignation or removal by the Board of
Directors. There are no family relationships between any of the directors and
executive officers. In addition, there was no arrangement or understanding
between any executive officer and any other person pursuant to which any person
was selected as an executive officer.

Our directors and executive officers as of March 15, 2003, are as follows:

         Name                 Age         Position

Wanda  D.  Dearth              50    Chief Executive Officer and Director

Donald  E.  Quarterman,  Jr.   33    President,  Chief  Operating
                                     Officer  and  Director

William A. Brown               45    Executive Vice-President and Director

Cristino  L.  Perez            58    Chief  Financial  Officer,  Secretary,
                                     Treasurer,  and Director

     Ms. Dearth serves as our Chief Executive Officer and director since
February 10, 2003.  Ms. Dearth has more than 15 years of health care staffing,
marketing and management experience. Prior to joining us, Ms. Dearth was an
independent consultant and a consultant with Comforce Nurse Staffing Services
from January 2001 to February 2003.  From June 2000 through December 2001, Ms.
Dearth was Chief Operating Officer and President at Cryo-Cell International,
Inc., a  Nasdaq Small Cap company.  From August 1998 to May 2000, Ms. Dearth was
a business unit vice president with Kforce.com HealthCare, where she handled
business development for the nurse staffing division and she served as a
regional director for StarMed Staffing from January 1, 1998 to July 7, 1998.

     Mr. Quarterman joined us as President, Chied Operating Officer and director
December 4, 2002. Mr. Quarterman brings with him over 7 years of staffing
industry experience in venture capital, mergers and acquisitions, and strategic
consulting. Prior to joining us, Mr. Quarterman has been the Managing Partner
and co-founder of Pinnacle Corporate Services, LLC, a business consulting firm
specializing in working with small and micro-cap publicly traded companies,
since August 2001. From 1997 to 2000, Mr. Quarterman was Director of Operations
for Catalyst Ventures, an Investment Banking firm located in Tampa, Florida.
From 1993 to 1997, Mr. Quarterman was a Vice President at Geneva Corporate
Finance, one of the largest middle-market merger and acquisition firms in the
United States. Mr. Quarterman earned an MBA degree, with a concentration in
Finance and Entrepreneurship, from the University of South Florida.

     Mr. Brown joined Resolve Staffing, Inc as Vice-President and director on
December 4, 2002. From October 2001 to April 2002, Mr. Brown was President of
Integra Staffing, Inc., our predecessor company, and prior to that as an
investor. After the acquisition of Integra Staffing, Inc. by Resolve, Mr. Brown
continued to be involved as an investor and major shareholder. Mr. Brown is
founder and President of J. B. Carrie Properties, Inc., a real estate management
and development company which was organized in 1988. Mr. Brown is also involved
in the senior assisted living business managing 3 facilities in the state of
Florida. Mr. Brown graduated from Florida State University with a degree in
Sociology.

     Mr. Perez has served as our Chief Financial Officer, Secretary, Treasurer
and Director since December 12, 2001.  Mr. Perez served as Secretary, Treasurer
and Director of Integra since October 2001.  From  October 1999 to June 2002,
Mr. Perez was  employed by Baumann, Raymondo & Company, P.A., Certified Public
Accountants with primary responsibilities for the development of accounting and
auditing services to small publicly held enterprises.  From 1993 to 1999, Mr.
Perez operated his own tax and accounting service, with concentration of
services to small private and publicly held companies.  Mr. Perez earned a BA
degree in Accounting from the University of South Florida.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers and persons who own more than ten percent of our Common Stock
to file with the SEC initial reports of ownership and reports of changes in
ownership. Officers, directors and greater than ten percent shareholders are
required by SEC regulations to furnish us with copies of all Section 16(a) forms
they file. To our knowledge, during the year ended December 31, 2002, Messrs
Porter, Perez, Lincoln and William A Brown Family Trust filed a Form 3 and Work
Holdings LLC and Rene Morissette each filed a Form 4 with the Commission.


ITEM 10. EXECUTIVE COMPENSATION


On  February  7, 2003, the Board of Directors appointed Wanda D. Dearth as Chief
Executive  Officer  and  director  of  Resolve.  Resolve  entered  into a letter
agreement  to retain Ms. Dearth as CEO for a term of three years, with automatic
renewal  option,  and  provides  for  no  compensation  until  March  30,  2003.

The agreement provides for a $25,000 cash bonus payable no later than August 10,
2003,  and  monthly  cash  payments  as  follows:

                                            AMOUNT
                                         -----------
       April 1 to May 31, 2003          $     5,000
       June 1 to August 31, 2003              7,000
       Beginning September 1, 2003           10,000

The Board agreed to issued Ms. Dearth a total of 275,000 shares of the Company's
$.0001  par  value  common  stock  from  the  Incentive  Plan  as  part  of  the
compensation package.  Ms. Dearth will be issued 100,000 shares of common stock,
with  unconditional  piggyback  registration  rights, with the remaining 175,000
shares  being  held in escrow and will vest over the employment term as follows:

                                               SHARES
                    May 10, 2003               30,000
                    August 10, 2003            45,000
                    November 10, 2003          50,000
                    February 10, 2004          50,000

Ms.  Dearth  and  Resolve  have  agreed that the value of the shares is $.14 per
share,  and is commensurate with the value of the services to be provided by Ms.
Dearth.  The agreement also provides for the payment of $25,000 if Ms. Dearth is
terminated  in  the  first  90  days.  The  Board  agreed  to  proceed  with the
development  of  an  Employment  Agreement  embodying  the  above.




                                       23
<PAGE>
                           SUMMARY COMPENSATION TABLE

     The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the three fiscal years ended December
31, 2001 for each person that served as our Chief Executive Officer.  No
executive officer's salary and bonus exceeded $100,000 in any of the applicable
years.

                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                             Other  Restri-
                        Year                 Annual  cted                       All other
  Name and             Ended                 Compen- Stock    Options/  LTIP     Compen-
Principal Position   Dec. 30   Salary  Bonus sation  Awards   SARs     Payouts   sation
----------------------------------------------------------------------------------------

<S>                          <C>   <C>        <C>     <C>  <C>  <C>  <C>  <C>
M. Richard Cutler,      2002     -0-  -0-     -0-    -0-        -0-      -0-   -0-
President, Treasurer    2001     -0-  -0-     -0-    -0-        -0-      -0-   -0-
And Secretary (1)       2000     -0-  -0-     -0-    -0-        -0-      -0-   -0-

Rene Morissette,        2002     -0-  -0-     -0-    -0-        -0-      -0-   -0-
President, Treasurer    2001     750  -0-     -0-    -0-        -0-      -0-   -0-
And Secretary (2)       2000     -0-  -0-     -0-    -0-        -0-      -0-   -0-

Charles Lincoln,        2002     -0-  -0-     -0-    -0-        -0-      -0-   -0-
Chairman and            2001     -0-  -0-     -0-    -0-        -0-      -0-   -0-
CEO (3)                 2000     -0-  -0-     -0-    -0-        -0-      -0-   -0-

R. Gale Porter,         2002  37,450  -0-     -0-    -0-        -0-      -0-   -0-
President and COO (4)   2001     -0-  -0-     -0-    -0-        -0-      -0-   -0-
                        2000     -0-  -0-     -0-    -0-        -0-      -0-   -0-

Donald E.
Quarterman, Jr.,        2002   3,000  -0-     -0-    -0-        -0-      -0-   -0-
President and COO (5)   2001     -0-  -0-     -0-    -0-        -0-      -0-   -0-
                        2000     -0-  -0-     -0-    -0-        -0-      -0-   -0-
</TABLE>
___________
(1)     Appointed April 9, 1998; resigned September 27, 2001.
(2)     Appointed September 26, 2001; resigned January 11, 2002.
(3)     Appointed December 12, 2001; resigned March 18, 2002.
(4)     Appointed March 18, 2002; resigned October 23, 2002
(5)     Assumed the duties of Chief Executive on December 4, 2002.

<TABLE>
<CAPTION>

                                       OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                                (INDIVIDUAL GRANTS)

                      Number of Securities       Percent of Total
                          Underlying             Options/SAR's
                         Options/SAR's         Granted to Employees    Exercise of
Name                      Granted (#)           in Fiscal Year     Base Price ($ / SH) Expiration Date
------------------------------------------------------------------------------------------------------
<S>                         <C>                       <C>                  <C>                     <C>

M. Richard Cutler                None                     N/A                N/A                   N/A

Rene Morissette                  None                     N/A                N/A                   N/A

Charles Lincoln                  None                     N/A                N/A                   N/A

R. Gale Porter                   None                     N/A                N/A                   N/A

Donald E. Quarterman,            None                     N/A                N/A                   N/A
Jr.

                                       24
<PAGE>

                                 AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                            AND FY-END OPTION/SAR VALUES


                    Shares                                                    Value of Unexercised
                 Acquired on    Value    Number of Unexercised Options        In-the-Money Options
Name               Exercise    Realized   Exercisable / Unexercisable      Exercisable / Unexercisable

M. Richard Cutler        N/A     N/A           None                                 N/A

Rene Morissette          N/A     N/A           None                                 N/A

Charles Lincoln          N/A     N/A           None                                 N/A

R. Gale Porter           N/A     N/A           None                                 N/A

Donald E.                N/A     N/A           None                                 N/A
Quarterman, Jr.

</TABLE>

COMPENSATION OF DIRECTORS

     Directors were not separately compensated for their services since
inception.


11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our common stock as
of March 15 2003, by:

-     each person who is known by us to beneficially own more than 5% of our
      common stock
-     each of the named executive officers and each of our directors; and
-     all of our officers and directors as a group


11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table sets forth the beneficial ownership of our common stock as
of  March  15  2003,  by:

-     each  person  who  is  known by us to beneficially own more than 5% of our
      common  stock
-     each  of  the  named  executive  officers  and  each of our directors; and
-     all  of  our  officers  and  directors  as  a  group

                 All  shares  of common stock subject to warrants, options and
convertible  instruments  currently exercisable or convertible or exercisable or
convertible  within  60  days  are  deemed  to be outstanding for the purpose of
computing the percentage of ownership of the person holding such securities, but
are  not  deemed  to be outstanding for computing the percentage of ownership of
any  other  person.  Unless otherwise indicated below, each stockholder named in
the  table  has  sole  or shared voting and investment power with respect to all
shares  beneficially  owned,  subject  to  applicable  community  laws.


                                          Number
                                        of  Shares
Name  and  Address  of               of  Common  Stock    Percentage  of
Beneficial  Owner                   Beneficially  Owned     Ownership
----------------                     ------------------     ---------


Charles  Lincoln  (1)
1600  S.  Federal  Highway,  Suite  200
Pompano  Beach,  FL  33062                      93,855    1.55%

R.  Gale  Porter  (2)
310  E.  Harrison
Tampa,  FL  33602                               303,079   5.01%

Cristino  L.  Perez  (3)
105  N.  Falkenburg  Road
Tampa,  Florida  33619                        2,860,017  38.42%


                                           25
<PAGE>

Donald  E.  Quarterman  (4)
3837  Northdale  Boulevard
Tampa,  FL  33624                            950,000   15.71%

Wanda  D.  Dearth  (5)
105  N.  Falkenburg  Road
Tampa,  Florida  33619                        275,000   4.55%

William  A.  Brown  (6)(9)
106  Stanley  Street
Tampa,  FL  33604                           5,028,995  59.07%

Venancio  Pardo  (7)
5700  Memorial  Highway
Tampa,  FL  33615                             312,028   5.04%

Rene  Morissette  (8)(9)
1410  W.  Perdiz
Tampa,  FL  33612                            798,071   12.43%

Work  Holdings  LLC  (10)
1410  W.  Perdiz
Tampa,  FL  33612                             427,560   6.85%

Nilda  Hoornik  (11)
3314  W  Pametto  St.
Tampa,  FL  33607                          2,777,421   37.48%

Global  Partners,  LLC(12)
3314  W  Pametto  St.
Tampa,  FL  33607                          2,776,421   37.47%

Pinnacle  Corproate  Services,  LLC(13)
3837  Northdale  Blvd.,  Suite  303
Tampa,  FL  33624                            950,000   15.71%


All  Officers  and  Directors  as  a
group  (4  persons)  (14)                  8,207,250  86.41%
________________

Footnotes  to  this  table  on  following  page

(1)     Charles Lincoln was our Chairman and Chief Executive Officer until March
18,  2002.  Includes 81,569 shares which he owns directly, owns jointly with his
spouse,  and  which  are  owned  by corporations wholly owned by him, and 12,286
corresponding  to  his  interest  in  Work  Holdings,  LLC,  a limited liability
corporation.

(2)     Mr.  R.  Gale  Porter  was our Chief Operating Officer, President, and a
director  of  the  Company  until  his resignation on October 23, 2002. Includes
300,000  shares  which  he  owns  jointly  with  his  spouse,  and  3,079 shares
corresponding  to  his  interest  in  Work  Holdings,  LLC,  a limited liability
corporation.

(3)     Cristino  L. Perez is our Chief Financial Officer, Secretary, Treasurer,
and  is a director of the Company. Includes 45,027 shares owned directly by him,
his  spouse  or jointly, 34,400 shares issuable upon the conversion of warrants,
4,169  shares owned by Mr. Perez corresponding to his interest in Work Holdings,
LLC, a limited liability company. We have also attributed to Mr. Perez 1,412,921
shares  of  common  stock  and  1,363,500  shares  issuable upon the exercise of
warrants  representing the securities owned by Global Partners, LLC in which Mr.
Perez's  wife,  through  her  individual  retirement  account,  is  a  majority
shareholder  of  Global  Partners,  LLC.

(4)     Donald  E.  Quarterman,  Jr.  was  appointed  Chief  Operating  Officer,
President  and  director  on  December 4, 2002. Includes 950,000 shares owned by
Pinnacle  Corporate  Services,  LLC,  a  Company  in  which  Mr. Quarterman is a
managing  partner.

(5)     Wanda  D.  Dearth  was  appointed Chief Operating Officer, President and
director  on  February  10, 2003. Such figure assumes ownership by Ms. Dearth of
275,000  shares  of  our  common  stock.
                                         26

<PAGE>

(6)     It  includes  816,835 shares owned by the Trust controlled by William A.
Brown  as Trustee, and 750,000 shares issuable upon conversion of warrants owned
by  the  Trust.  It also includes 1,517,300 shares and 1,517,300 shares issuable
upon  exercise  of  warrants  transferred to the Trust from the William A. Brown
Family Partnership, also controlled by William A. Brown, as General Partner.  We
have  also  attributed  to  Mr. Brown 227,560 shares of common stock and 200,000
shares  issuable upon the exercise of warrants representing the securities owned
by  Work  Holdings  LLC  in  which  Mr. Brown, through his individual retirement
account,  is  a  majority  shareholder  of  Work  Holdings  LLC.

(7)     Includes  9,400 shares owned directly by him, 9,400 shares issuable upon
the  exercise  of  warrants,  160,228  shares  owned  indirectly  through
individual  retirement  account's  interest  in  Work  Holdings  LLC  and Global
Partners  LLC, two limited liability companies, and 130,000 shares issuable upon
the  exercise  of  warrants  by Global Partners LLC.  Also includes 3,000 shares
which  may  be  issued  to  Mr.  Pardo's daughter or companies controlled by Mr.
Pardo's  daughter  upon  the  conversion  of  debentures.

(8)     Mr.  Morissette  is  the  managing  director  of  Work  Holdings  LLC.
Accordingly,  the  amount attributable to Mr. Morissette includes 227,560 shares
of  common stock owned by Work Holdings LLC and 200,000 shares issuable upon the
exercise of warrants owned by Work Holdings LLC. Such figure also includes 8,011
shares  of common stock and 7,500 warrants to purchase common stock owned by Mr.
Morrisette's  wife,  and  355,000  shares
corresponding  to  his  interest  in  Global  Partners, LLC, a limited liability
corporation.

(9)     Mr.  Morissette  is  the  managing  director  of Work Holdings LLC.  Mr.
William  Brown  owns  58.01%  of  Work  Holdings  LLC.

(10)     Includes  200,000  shares of common stock issuable upon the exercise of
warrants.

(11)     Nilda  Hoornik  is  the  managing  director  of  Global  Partners  LLC.
Includes 1,000 shares that may be obtained by Ms. Hoornik upon the conversion of
her debenture.  Includes securities owned by owned by Global Partners LLC  which
includes 1,363,500 shares of common stock issuable upon the exercise of warrants
and  1,412,921  shares  of  common  stock.

(12)     Includes 1,363,500 shares of common stock issuable upon the exercise of
warrants  and  1,412,921  shares  of  common  stock.


(13)    Donald  E.  Quarterman,  Jr. is a managing partner of Pinnacle Corporate
Services,  LLC.

(14)     Includes  3,451,700  that may be obtained by officers and directors and
their  related  parties  upon  the  exercise  of  outstanding  warrants.





                                       27
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


     Our business activities were organized by Mr. R. Gale Porter, our former
president, Mr. Cristino Perez, our CFO, Mr. William A. Brown and Mr. Venancio
Pardo, who are deemed to be promoters of our Company.

     In December 2001, we acquired Integra Staffing through the issuance of
50,000 shares of our commons tock, 76% of which were issued to the organizers in
exchange for the outstanding shares of Integra as follows:

          NAME                         NUMBER OF SHARES
          ----                         ----------------

          Cristino L. Perez                      7,750
          William A. Brown Family Trust         12,685
          R. Gale Porter                        17,500

     The remaining 12,065  shares were issued to a non-affiliated minority
shareholder of Integra.

     On November 16, 2001, Resolve borrowed $7,300 from former shareholders of
Integra and unrelated individuals secured by 5% convertible debentures due
December 31, 2002. The debentures were convertible into Resolve's $0.0001 par
value common stock at $0.0001 per share through the debenture's maturity date.
On March 30, 2002, the debentures and accrued interest of $151 were converted
into 248,667 common shares of the Company. Of these 248,667 shares, 156,636
shares (63%) were issued to our organizers as follows:

          NAME                         NUMBER OF SHARES
          ----                         ----------------

          R. Gale Porter                         53,065
          William A. Brown Family Trust          54,151
          Global Partners LLC for the benefit
             of Venancio Pardo                   22,202
          For the benefit of Cristino Perez'
             spouse                              27,218

     On June 24, 2002, Resolve sold 5,000,000 units, each consisting of one
share of our common stock and one five-year $.15 common stock purchase warrant
for $.04 per unit.  Of that amount:

-    1,527,800 units were sold to our officers and directors for $1,376 in cash,
     the  cancellation  of  $19,736  in  notes,  and the satisfaction $40,000 in
     outstanding  debt  of  the  Company.

-    2,890,200  units  were  sold  to our shareholders owning 10% or more of the
     Company's  common stock for $18,664 in cash, the cancellation of $76,944 in
     notes,  and the satisfaction of $20,000 in outstanding debt of the Company.

     The consideration we received from officers and directors for the issuance
of 917,400 was as follows:

                                       28
<PAGE>
<TABLE>
<CAPTION>

                                             NUMBER OF          CONSIDERATION
          NAME                                 UNITS               RECEIVED
          ----                               ---------          -------------
<S>                                            <C>                  <C>
          Cristino L. Perez                    34,400             $1,376

          Global Partners LLC for the
            benefit of Mr. Perez' spouse       883,000   The proportional share of a cash
                                                         payment of $18,288, the
                                                         cancellation of Notes of
                                                         $16,252 and $20,000 of debt on
                                                         total purchases of 1,363,500
                                                         units.

The consideration we received from our 10% or more shareholders for 4,325,600
units was as follows:

                                         NUMBER OF          CONSIDERATION
          NAME                             UNITS                RECEIVED
          ----                           ---------          --------------

          William A. Brown Family          1,517,300   Cancellation of $60,692
             Limited Partnership                       of Notes

          R. Gale Porter                   1,493,400   Cancellation of
                                                       $19,736 of Notes and
                                                       $40,000 of debt

          Venancio Pardo                       9,400   $    376.00

          Global Partners LLC for the
             benefit of:
             Venancio Pardo                  255,000   $  3,420.20
             Cristino L. Perez' spouse       883,000   $ 11,843.27
             Fiero Partners                  167,500   $    777.93
</TABLE>
     In consideration for the immediate registration of 300,000 shares of the
Company's restricted common shares owned by R. Gale Porter, our former
president, Mr. Porter agreed to contribute back to the Company 513,965 common
shares and 743,400 common shares issuable upon conversion of warrants.
Additionally, Mr. Porter agreed to subject the 300,000 shares to a lock-up
agreement, whereby a maximum of 10,000 shares may be sold per month after 60
days from the time the Company's shares first are listed on an exchange or on an
electronic medium that provides real-time trade reporting or 180 days from the
time the Company's registration statement is declared effective.

     On November 22, 2002, Mr. Porter sold 750,000 units of the Company's
securities to the William A. Brown Family Trust. Each unit consists of one share
of the Company's common stock and one warrant to purchase one share of common
stock. The consideration for the purchase and sale was a promissory note due
June 30, 2003 for $30,000, secured by a pledge of the shares and warrants.

Mr. Venancio Pardo's adult daughter, who shares her parents' residence,
purchased a 6% convertible debenture due June 30, 2003 from Resolve, which
entitles her to convert such debenture into 1,000 shares of Resolve's common
stock.  In addition, she is the sole owner of ICBM Corporation and its
subsidiary 1Mundo, Inc.  ICBM Corporation and 1Mundo, Inc. each purchased a 6%
convertible debenture due June 30, 2003 from Resolve, which entitles them to
convert such debentures into 1,000 shares of Resolve's common stock.

     From January 1, 2002 through December 31, 2002, Mr. R. Gale Porter and
Mr. Cristino L. Perez have provided services to our company in their capacity of
President and CFO respectively.  The services provided by Mr. Porter, valued at
$37,450  were contributed to the Company.  Of the services provided by Mr.
Perez, valued at $44,100,  $2,000 was paid in cash, and the remaining $42,100
were contributed to the Company.   Mr. Perez has  agreed to continue to provide
services to our company until such time as we are able to generate sufficient
funds for an adequate level of operations.  Mr. Porter provided services to our
company until his resignation on October 23, 2002.

     From September 27, 2001 until his resignation as president on October 23,
2002,  Mr. R. Gale Porter had provided us with the use of executive offices at
no cost to us.  We no longer use such offices.

     During the year ended December 31, 2002, Resolve borrowed $67,000 from
William A. Brown, executive vice-president and major shareholder of Resolve, of
which $67,000 remains outstanding at December 31, 2002. The debt is evidenced by
a promissory note due on March 31, 2004, with interest at the rate of 5% per
annum payable quarterly in arrears starting March 31, 2003.

     On February 7, 2003, the Board of Directors approved a one-year agreement
with Pinnacle Capital Services, LLC ("Pinnacle") to provide Resolve with the
following services: assistance and/or preparation of financial, strategic and
business plans, assist and advise Resolve on recruiting key management talent
and members of the board of directors, provide advise and consult with Resolve
concerning management, products and services, and review and advise Resolve in
its efforts to consolidate segments of the staffing industry. According to the
agreement, Resolve will pay Pinnacle a $7,500 fee before March 15, 2003, and
agreed to issue Pinnacle a total of 950,000 restricted shares of the Company's
$.0001 par value common stock as part of the compensation package. Resolve
agreed to prepare and file a registration statement on or before May 31, 2003
and register the shares issued to Pinnacle. The agreement was approved by
Cristino L. Perez. The other Board members, Don Quarterman and William A. Brown,
abstained from the vote. According to the agreement, Resolve will issue Pinnacle
100,000 shares of common stock upon signing of the agreement, with the remaining
850,000 shares being held in escrow and will vest over the term of the agreement
as follows: 150,000 shares on March 31, 2003; 50,000 shares at the end of each
subsequent month though December 31, 2003, and 250,000 shares on February 7,
2004. Pinnacle and Resolve have agreed that the value of the shares is $.14 per
share, and is commensurate with the value of the services to be provided by
Pinnacle.


ITEM 13.  CONTROLS AND PROCEDURES

     (a)     Evaluation of Disclosure Controls and Procedures.
             ------------------------------------------------

     Within the 90 days prior to the date of this Annual Report for the year
ended December 31, 2002, we carried out an evaluation, under the supervision and
with the participation of our management, including the company's Chairman and
Chief Executive Officer and the Principal Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 (the
"Exchange Act"), which disclosure controls and procedures are designed to insure
that information required to be disclosed by a company in the reports that it
files under the Exchange Act is recorded, processed, summarized and reported
within required time periods specified by the SEC's rules and forms.  Based upon
that evaluation, the Chairman and the Principal Financial Officer concluded that
our disclosure controls and procedures are effective in timely alerting them to
material information relating to the company (including our consolidated
subsidiaries) required to be included in the company's period SEC filings.

     (b)     Changes in Internal Control.
             ---------------------------

     Subsequent to the date of such evaluation as described in subparagraph (a)
above, there were no significant changes in our internal controls or other
factors that could significantly affect these controls, including any corrective
action with regard to significant deficiencies and material weaknesses.

                                       29
<PAGE>
<TABLE>
<CAPTION>

ITEM 14.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

Exhibit No.                Exhibit Description
<S>                        <C>

     2.1       Stock Purchase Agreement between M. Richard Cutler, Vi Bui and
               Premier Ventures, Inc. dated as of September 24, 2001 (1)

     2.2       Stock Purchase Agreement between Premier Ventures, Inc. and
               Work Holdings, LLC dated as of September 27, 2001 (1)

     2.3       Securities Exchange Agreement dated November 23, 2001 between
               Columbialum, Ltd. and the shareholders of Integra Staffing, Inc. (2)

     3.1       Articles of Incorporation of the Company (3)

     3.2       Bylaws of the Company (3)

     3.3       Amendment to Articles of Incorporation dated January 15, 2002, filed
               January 22, 2002 (4)

     3.4       Amendment to Articles of Incorporation  filed May 29, 2002 (5)

     4.1       Form of 5% Convertible Subordinated Debenture due December 31, 2002 (5)

     4.2       Form of 6% Convertible Subordinated Debenture due June 30, 2003 (5)

     4.3       Form of 18% Convertible Note due October 1, 2002 (5)
                                       30
<PAGE>
     4.4       Form of $.15 warrant expiring June 30, 2007

     10.1      Lease dated August 23, 1999 between Fletcher Associates, Inc. and
               Integra Staffing, Inc. (5)

     10.2      Consulting Agreement dated October 1, 2001 between the Company and
               Apogee Business Consultants, Inc. (5)

     10.3      The Company's 2001 Equity Incentive Plan (5)

     10.4      Amendment to the 2001 Equity Incentive Plan (6)

     10.5      Form of Registration Rights Agreement (6)

     10.6      Lease dated June 19, 2002 between the Company and Tampa Associates (6)

     10.7      Lock-up and Registration Agreement with R. Gale Porter, dated
               November 22, 2002 (7)

     10.8      Note Extension of Barbara Green dated February 3, 2003

     10.9      Employment Agreement Letter between the Company and Wanda
               Dearth dated February 7, 2003. (8)

     10.10     Promissory note with William Brown

     23.2      Consent of independent Certified Public Accountant

     99.1      Certificate Pursuant to 18 USC Section 1350, as
               Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

      99.2     Certificate Pursuant to 18 USC Section 1350,
               as Adopted  Pursuant to  Section 906 of the Sarbanes-Oxley Act
               of 2002
</TABLE>
_____

(1)  Incorporated  by reference to the exhibits filed with the Company's Current
     Report  on  Form  8-K  dated  September  27,  2001.
(2)  Incorporated  by reference to the exhibits filed with the Company's Current
     Report  on  Form  8-K  dated  December  12,  2001.
(3)  Incorporated  by  reference  to  the  exhibits filed with the corresponding
     exhibits numbers filed with the Company's Form 10-SB Registration Statement
     field  February  14,  2000.
(4)  Incorporated  by reference to the exhibits filed with the Company's Current
     Report  on  Form  8-K  dated  March  1,  2002.
(5)  Incorporated  by  reference to the exhibits filed with the Company's Report
     on  Form  10-KSB  for  year  ended  December  31,  2001.
(6)  Filed with the initial filing of the Registration Statement filed with the
     Commission on Form SB-2 on July 29, 2002.
(7)  Filed with Amendment No. 1 to the Registration Statement filed with the
     Commission on December 23, 2002.
(8)  Filed as an exhibit to the Company's Form 8-K filed with the Commission on
     March 20, 2003 and filed again hereto as an amendment to such exhibit.




                                       31
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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

RESOLVE STAFFING, INC.

/s/ Wanda D. Dearth                                   April 2, 2003
-------------------
Wanda D. Dearth,
(Principal Executive Officer)


/s/ Cristino L. Perez                                 April 2, 2003
---------------------
Cristino L. Perez, Treasurer, Secretary,
Chief Financial Officer  (Principal
Financial and Accounting Officer)


Signatures                                        Date
----------                                        ----


/s/ Donald E. Quarterman, Jr.                        April 2, 2003
-----------------------------
Donald E. Quarterman, Jr.,  President
 and Director

/s/ William A. Brown                                 April 2, 2003
--------------------
William A. Brown, Director
                                       32



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