<PAGE>




                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   Amendment No. 1 to 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]


<PAGE>

                                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.

                                        2

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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Background of the company

         Resolve (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 3.68% (6.69% 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. entered into an agreement
to acquire 32,466 shares of Resolve from M. Richard Cutler and Vi Bui for
$25,000. The purchase of such shares was completed on September 26, 2001. 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. At the time Work Holdings purchased the shares
of Resolve, it was unaware that Premier Ventures had purchase the Resolve shares
on September 24 for $25,000. Work Holdings was introduced to Apogee Business
Consultants, LLC, owned in part by Mr. D. Jerry Diamond. Work Holdings indicated
to Apogee that is was interested in purchasing a public shell. Apogee referred
Work Holdings to Mr. Cutler who informed Work Holdings that Premier Ventures had
a public shell, Resolve, for sale. Only after Work Holdings purchased Resolve
did it learn that Mr. D. Jerry Diamond also owned Premier Ventures. 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 (1.8%), 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 Porter                    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

         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:

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



<PAGE>

         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. We currently do not have the cash reserves to effect an
acquisition, although we would consider entering into some type of financing
arrangement to secure the cash needed to effect an acquisition. Since we
currently do not have any signed acquisition or financing agreements, the terms
of any such acquisition or financing would be speculative. There can be no
assurance that required financing will be available on acceptable terms. The
principal factors that would effect whether a transactionis 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 will
attempt 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 do not anticipate
that an acquisition of other staffing companies, if any, would result in a
change in our control. However, since we cannot predict what the terms of any
future acquisition, if any, there could exist a situation in which an
acquisition might effect a change of control of our Company. If a change of
control should occur, our current management may not be able to implement our
current business plan, which could result in a new business plan by the new
owners, which business plan may differ or completely deviate from our business
plan. Upon a change of control, no assurances can be made of the future
direction of our Company.

         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. We have decided not to use their
services and have terminated their agreements.

         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.

<PAGE>

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 the three months ending March 31, 2003, we provided approximately
108 flexible individual staffing personnel in the Tampa, Florida area. We have
approximately 18 clients.

Substantially all of our revenue came from providing temporary workers and were
generated by our predecessor, Integra Staffing, Inc.



<PAGE>

         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.

-        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.


<PAGE>

Clients

         Our clients represent a cross-section of the industrial sector, of
which no single client currently 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.

         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.

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.

<PAGE>
         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.


<PAGE>

         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(TM)", 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 May 15, 2003, we had 54 employees, of whom 48 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.

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.


<PAGE>

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. We
anticipate these 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.


<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

         We are not the subject of any legal proceeding. Our business, however,
may be subject to routine legal proceedings from time to time in the ordinary
course of our business.

     We have reached an agreement with our prior securities counsel and
established a payment schedule. We currently owe previous counsel $17,000, who
will be paid $3,000 in each of May, July, August and September and $5,000 in
June.

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.

<PAGE>

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.


<PAGE>

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:

     o    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.

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

     o    In March 2002, we sold 18% Subordinated  Convertible Notes due October
          1, 2002 in the aggregate principal amount of $100,000.

     o    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.

     o    During  May and June 2002 we secured  short  term  loans from  Barbara
          Green, an unrelated  individual in the aggregate amount of $40,000. On
          June 3,  2002,  the loans  were  converted  to a  promissory  note due
          February  3, 2003,  which was  subsequently  extended to June 3, 2003,
          with  interest at the rate of 12% per annum,  secured by our  accounts
          receivables.

<PAGE>


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

     o    Subsequent  to December 31, 2002 through  March 11, 2003,  we received
          additional  loans from William A. Brown  amounting  to $25,500.  These
          loans are not evidenced by promissory  notes,  were provided  interest
          free and are due on demand.  No demand has been made for the repayment
          of these loans.

         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 for the fiscal year ended December 31, 2001 was 289,522. 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 annual revenues
have continued to decrease, from $471,821 during fiscal year 2001 to $$467,911
during fiscal year 2002, with an increase in the corresponding net loss, from
$289,522 during fiscal year 2001 to $338,184 during fiscal year 2002. Therefore,
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, 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.

         On February 7, 2003, we entered into an employment agreement with Ms.
Wanda Dearth to become our Chief Executive Officer. Under this agreement, Ms.
Dearth is to receive $71,000 in salary ($5,000 a month in April and May, $7,000
a month in June through August, and $10,000 a month thereafter) and a $25,000
bonus during 2003. Based on our current level of operations, we believe we will
be able to satisfy these cash payments from current operations. However, payment
of this expense, without further increases in revenues or additional financing
could have a significant impact on our cash, which could retard the Company's
growth or cause the Company to restrict its business operations.



<PAGE>

         As of December 31, 2002, we had a working capital of $44,718. As of
that date we had current liabilities of $127,746, including a liability to a
note holder of $40,000 due February 3, 2003. We extended the maturity date

of the $40,000 note from Barbara Green to June 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.
The $67,000 note is due March 31, 2004, and interest at the rate of 5% per

annum is due quarterly. Subsequently, through March 11, 2003, we received
additional loans from Mr. Brown in the amount of $25,500, without interest. The
$25,500 aggregate loans are due on demand and are not evidenced by a promissory
note. 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 (revolving financing secured
by and related to the amount of accounts receivable) 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.
Factoring of our accounts receivables would be subject to the satisfaction of
the $40,000 loan to Barbara Green, which is secured by our accounts receivable.
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, besides 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 approximately $65,000
from the policy that was in force through February 22, 2003. We have provided
the 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.

<PAGE>

         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. On May 14, 2003, we secured a
$50,000 line of credit from Mercantile Bank, payable on demand, with interest at
the rate of 3% above the Mercantile Bank prime rate (their current rate is
4.25%) per annum, payable monthly. The line of credit is secured by a security
in all of the assets of the Company and is personally guaranteed by Mr. William
A. Brown, our Executive Vice-President. As of May 19, 2003, we have not drawn
down on the line of credit, therefore, the full $50,000 remains available to us.
We do have any arrangement with our officers, directors, stockholders or others
and they are not under any obligation to provide loans us. 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 $54,500 during
the quarter ended December 31, 2002, to 88,300 for the first quarter of 2003.

         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 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.

         Management has not sought or 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.

         We have decided to upgrade our computer system at a cost of $12,018,
which will be completed during early June 2003. The cost of the upgrade will be
payable 25% down and the remainder at $350 per month without interest. We intend
to fund this cost from operations.

         At May 12, 2003, we had no other 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.


<PAGE>

     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

     Our significant accounting policies are more fully described in Note A to
our financial statements. However, 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 may have an adverse affect on
         our workers compensation rate for future salary and wages base.
         Although we attempt to estimate our future liability, often it is the
         result of 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  $82,280 as of
          December  31,  2002 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,

<PAGE>

Inc., our wholly owned subsidiary are as follows:

     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. All of our revenues for the years ended
December 31, 2002 and 2001 were generated entirely from providing workers to our
customers.

     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.


<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.

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 $ 745,587. 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.


<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 OF 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 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.


<PAGE>

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:

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

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

         Our officers, directors and

stockholders with greater than 5% holdings will, in the aggregate, beneficially
own approximately 83% 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:

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

     As a result of their ownership and positions, our directors and executive
officers collectively are able to influence all matters requiring stockholder
approval, including the election of directors and approval of significant
corporate transactions. In addition, sales of significant amounts of shares held
by our directors and executive officers, or the prospect of these sales, could
adversely affect the market price of our common stock. Management's stock
ownership may discourage a potential acquirer from making a tender offer or
otherwise attempting to obtain control of us, which in turn could reduce our
stock price or prevent our stockholders from realizing a premium over our stock
price.


<PAGE>

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.

         Additionally, 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.

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 this 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.

SHOULD WE ENTER INTO AN ACQUISITION IN EXCHANGE FOR THE ISSUANCE OF SHARES OF
OUR COMMON STOCK, SUCH ISSUANCE MAY HAVE A DILUTIVE EFFECT FOR OUR CURRENT
SHAREHOLDERS AND MAY CAUSE THE PRICE OF OUR COMMON STOCK TO DECLINE

     The future issuance of all or part of our remaining authorized but
currently unissued common stock in connection with an acquisition may result in
substantial dilution in the percentage of our common stock held by our then
existing shareholders. We may value any common stock issued in the future on an
arbitrary basis. The issuance of common stock for future services or
acquisitions or other corporate actions may have the effect of diluting the
value of the shares held by our investors, and might cause the price of our
common stock to decline.

<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, except for notes D, E, F and R, which are as of May 14, 2003

                                       F-1

<PAGE>

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

<TABLE>
<CAPTION>

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


                                       F-2

<PAGE>

                             RESOLVE STAFFING, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>
                                               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                         $      (.12)                 $     (3.47)
                                           ===========                  ===========
AVERAGE NUMBER OF SHARES
OUTSTANDING
     BASIC                                   2,821,424                       83,333
                                           ===========                  ===========
     FULLY DILUTED                           2,821,424                       83,333
                                           ===========                  ===========
</TABLE>


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

                                       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>

                             RESOLVE STAFFING, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>
                                                    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.
Resolve  secured  another  extension of the note's  maturity  date until June 3,
2003.

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
$637,615,  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 $311,725
which can be used to offset future Federal and state taxable income through 2017
as indicated below

              YEAR ENDED DECEMBER 31,          LOSSES
                                          ------------------
                      2014                   $       1,820
                      2015                           3,305
                      2016                          53,817
                      2017                         252,783
                                          ------------------
                     Total                   $     311,725
                                          ==================

                       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              $  87,280
               Valuation allowance               (87,280)
                                           ----------------
               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 effect of  4,256,600  shares  reserved for the exercise of
warrants,  and the 111,500  reserved for the  conversion  of the 6%  convertible
debentures dated December 6, 2001.

Based on an  estimated  current  value of  Resolve's  stock  being  equal to the
conversion  price  of the  warrants,  none of the  shares  assumed  issued  upon
conversion  of the  warrants are included in the  computation  of fully  diluted
earnings  (loss) per share.  Additionally,  since  Resolve  will not receive any
proceeds from the  conversion of the 6% convertible  debenture,  their effect on
loss per share would be anti-dilutive,  and therefore, their effect has not been
included in the computation of fully diluted earnings (loss) per share.

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 CORPORATE SERVICES, LLC

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

According  to  the  agreement,  Resolve issued Pinnacle 100,000 shares of common
stock  upon  signing  of  the  agreement  on February 1, 2003 with the remaining
850,000 shares being held in escrow and will vest over the term of the agreement
as  follows: 100,000 shares on March 1, 2003; 100,000 shares on April 1, June 1,
August  1,  September  1, and November 1, 2003 and 250,000 shares on February 1,
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 May 12, 2003, are as follows:

         Name                 Age         Position

Wanda  D.  Dearth              50    Chief Executive Officer and Director
Donald  E.  Quarterman,  Jr.   34    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 specializing in the storage of umbilical cord
blood stem cells. 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, Chief 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. Mr. Quarterman is a Managing Partner and co-founder of

Pinnacle Corporate Services, LLC, a business consulting firm that works with
emerging growth companies in the areas of business and strategic planning,
business development strategies, and executive and director recruitment, 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

We entered into a letter agreement to retain Wanda D. Dearth as CEO on February
7, 2003. The agreement is for a term of three years, with an 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 agreement also provides for the issuance to Ms. Dearth 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, 2002 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.
</TABLE>

                                       24

<PAGE>

               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                          AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>

                    Shares                                                    Value of Unexercised
                 Acquired on    Value    Number of Unexercised Options        In-the-Money Options
Name               Exercise    Realized   Exercisable / Unexercisable      Exercisable / Unexercisable
<S>                   <C>        <C>                 <C>                              <C>
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 May 12, 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

Percentage of ownership is based on 6,191,082 shares outstanding as of May 12,
2003.

                                          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                     81,569         1.32%

R.  Gale  Porter  (2)
310  E.  Harrison
Tampa,  FL  33602                             300,000          4.85%

Cristino  L.  Perez  (3)
105  N.  Falkenburg  Road
Tampa,  Florida  33619                      2,855,848         37.63%


                                       24

<PAGE>

Donald  E.  Quarterman  (4)
3837  Northdale  Boulevard
Tampa,  FL  33624                             950,000         15.34%

Wanda  D.  Dearth  (5)
105  N.  Falkenburg  Road
Tampa,  Florida  33619                        275,000          4.44%

William  A.  Brown  (6)(9)
106  Stanley  Street
Tampa,  FL  33604                           5,028,995         50.41%

Rene  Morissette  (7)(8)
1410  W.  Perdiz
Tampa,  FL  33612                             443,071           6.9%

Work  Holdings  LLC  (9)
1410  W.  Perdiz
Tampa,  FL  33612                             427,560          6.69%

Nilda  Hoornik  (10)
3314  W  Pametto  St.
Tampa,  FL  33607                           2,777,421         36.76%

Global  Partners,  LLC(11)
3314  W  Pametto  St.
Tampa,  FL  33607                           2,776,421         36.75%

Pinnacle  Corporate  Services,  LLC(12)
3837  Northdale  Blvd.,  Suite  303
Tampa,  FL  33624                             950,000         15.34%


All  Officers  and  Directors  as  a
group  (4  persons)  (13)                   9,109,843         90.59%
----------------
Footnotes  to  this  table  on  following  page

(1) Charles Lincoln was our Chairman and Chief Executive Officer until March 18,
2002.  Includes  47,545  shares which he owns  jointly  with his spouse,  17,012
shares  owned by  Intequest,  Inc. and 17,012  shares  owned by Esprit  Business
Service, Inc., in which Mr. Lincoln is the sole stockholder in each 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 and 34,400 shares issuable upon the conversion of warrants. 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.

                                       25

<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.

(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.

(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 3,865,200 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:

o             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.

o             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:

                                       27

<PAGE>

<TABLE>
<CAPTION>
                                                              Number of             Consideration
                  Name                                        Units                 Received
                 ----------------------------------         ---------------     --------------------------------
<S>               <C>                                          <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.
</TABLE>

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

<TABLE>
<CAPTION>
                                                                 Number of               Consideration
                  Name                                            Units                  Received
                 ----------------------------------------     ---------------          --------------------------
<S>               <C>                                          <C>              <C>
                  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 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.

         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 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.

         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.

                                       28

<PAGE>

     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 Corporate Services, LLC ("Pinnacle") to provide Resolve with the
following services: assistance and/or preparation of financial, strategic and
business plans, assist and advise Resolve on recruiting key management talent
and members of the board of directors, 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. Pinnacle's
services regarding any potential acquisition will only be on a consulting basis.
Don Quarterman is a co-founder and the current Managing Partner of Pinnacle and
William Brown has had negotiations about becoming a significant investor in
Pinnacle. Pinnacle will not be seeking, brokering, or negotiating any merger or
acquisition nor will it engage in any capital raising on behalf of Resolve.
There are no other relationships or associations between Pinnacle, its officers,
directors and affiliates and Resolve or its respective officers, directors and
affiliates. According to the agreement, Resolve will issue Pinnacle a total of
950,000 restricted shares of the Company's $.0001 par value common stock as
compensation for its services. Resolve agreed to prepare and file a registration
statement on or before December 31, 2003 and register the shares issued to
Pinnacle. The agreement was approved by Cristino L. Perez, our Chief Financial
Officer and a director. The other Board members, Don Quarterman and William A.
Brown, abstained from the vote due to their conflict of interest, as disclosed
above. According to the agreement, Resolve issued Pinnacle 100,000 shares of
common stock upon signing of the agreement on February 1, 2003, with the
remaining 850,000 shares being held in escrow and will vest over the term of the
agreement as follows: 100,000 shares on March 1, 2003; 100,000 shares on April
1, June 1, August 1, September 1, and November 1, 2003 and 250,000 shares on
February 1, 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.

         On May 14, 2003, we secured a $50,000 line of credit from Mercantile
Bank, payable on demand, with interest at the rate of 3% above the Mercantile
Bank prime rate (their current prime rate is 4.25%) per annum, payable monthly.
The line of credit is secured by a security interest in all of the assets of the
Company and is personally guaranteed by Mr. William A. Brown, our Executive
Vice-President.

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>
ITEM 14.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

Exhibit No.                Exhibit Description

         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

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         4.4      Form of $.15 warrant expiring June 30, 2007 (6)

         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 (7)

         10.5     Form of Registration Rights Agreement (7)

         10.6     Lease dated June 19, 2002 between the Company and Tampa
                  Associates (7)

         10.7     Lock-up and Registration Agreement with R. Gale Porter, dated
                  November 22, 2002 (8)

         10.8     Note Extension of Barbara Green dated February 3, 2003 (6)

         10.9     Employment Agreement Letter between the Company and Wanda
                  Dearth dated February 7, 2003. (9)

         10.10    Promissory note with William Brown (6)

         10.11    Revolving line of credit agreement between the Company and
                  Mercantile Bank.

         10.12    Note Extension of Barbara Green dated [ ], 2003

         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

-----
         (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)      Incorporated by reference to the exhibits filed with the
                  Company's Report on Form 10-KSB for the year ended December
                  31, 2002
         (7)      Filed with the initial filing of the Registration Statement
                  filed with the Commission on Form SB-2 on July 29, 2002.
         (8)      Filed with Amendment No. 1 to the Registration Statement filed
                  with the Commission on December 23, 2002.
         (9)      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                                   May 20, 2003
-------------------
Wanda D. Dearth,
(Principal Executive Officer)

/s/ Cristino L. Perez                                 May 20, 2003
---------------------
Cristino L. Perez, Treasurer, Secretary,
Chief Financial Officer  (Principal
Financial and Accounting Officer)

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

/s/ Donald E. Quarterman, Jr.                        May 20, 2003
-----------------------------
Donald E. Quarterman, Jr.,  President
 and Director

/s/ William A. Brown                                 May 20, 2003
--------------------
William A. Brown, Director

                                       32




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