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

                                  FORM 10-KSB

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    FOR FISCAL YEAR ENDED DECEMBER 31, 2003.

                                   000-29485
                             Commission File Number

                             RESOLVE STAFFING, INC.

                 (Name of small business issuer in its charter)



          Nevada                                                 33-0850639
          -------                                                ----------
State or other jurisdiction                                     IRS Employer
      of incorporation                                       Identification No.


        105 North Falkenburg Road, Tampa, Florida 33619, (813) 662-0074
         (Address and telephone number of principal executive offices)

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $0.0001

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 [_] No [X]

Check if there is no disclosure of delinquent  filers in response 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. [X].

The registrant's revenues for the year ended December 31, 2003 were $1,105,798.

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

As of April 8, 2004, the registrant  had 6,974,582  shares of common stock,  par
value $.0001 per share, outstanding.

<PAGE>

             CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING INFORMATION

The  following  information  includes  statements  that are  forward  looking in
nature. The accuracy of such statements depends on a variety of factors that may
affect the business and operations of the Company.  Certain of these factors are
discussed under "Business - Factors  Influencing  Future Results and Accuracy of
Forward-Looking  Statements"  included in PART I of this report and Management's
Discussion and Analysis of Financial Conditions and Results of Operations.  When
used in this discussion, the words "expect(s)", "feel(s)", "believe(s)", "will",
"may",   "anticipate(s)"  and  similar  expressions  are  intended  to  identify
forward-looking  statements.  Such  statements  are subject to certain risks and
uncertainties,  and actual results could differ materially from those projected.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  and  are  urged  to  carefully  review  and  consider  the  various
disclosures elsewhere in this Form 10-KSB.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

(A) DEVELOPMENT OF BUSINESS

      Resolve Staffing, Inc. ("Resolve" or the "Company) was organized under the
laws of the  State of Nevada  on April 9,  1998.  We are  engaged  in  providing
temporary   staffing   services   focusing   on  the   professional,   clerical,
administrative and light industrial staffing market in West Central Florida.

      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,  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 our parent prior to the acquisition of Integra.

      Integra was  organized  on August 16, 1999 in the State of Florida and was
engaged  in human  resource  and  temporary  staffing.  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 staffing business acquired
in the Integra transaction,  which is a subsidiary,  is the core of our business
at the present time.

      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.

      We do not currently have any agreements to acquire any company.

      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 transaction is solely for stock or
a  combination  of stock and cash are the tax and  financial  objectives  of the
prospective  sellers.  Three  major  factors in being  able to  acquire  private
companies are (1) workers compensation  insurance coverage,  (2) financing,  and
(3) an exit strategy for owners of these private  companies.  We have secured or
workers   compensation   insurance  with  a  major  carrier  with  an  excellent
modification  rate,  and are poised to add  additional  staffing  employees cost
effectively. Although, except as described above, we have not actively attempted
to attract or negotiate with acquisition  candidates,  we 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
private   companies  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,

<PAGE>

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.  The
Company has no intention of becoming a "blank check" company, as defined in Rule
419 of the 1933 Securities Act.

      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.


(B) BUSINESS OF ISSUER

                                    GENERAL

      The Company is engaged in providing human resource services (which include
recruiting,  training,  and  placement of temporary  personnel)  focusing on the
professional,  clerical,  administrative and light industrial staffing market in
West Central Florida.

      As of  April  30,  2004 we had 57  employees,  of  whom  53 were  flexible
staffing  personnel and 4 were employed in sales,  administrative and management
capacities.   During  the  three  months   ended  March  31,  2004,   we  placed
approximately 120 flexible  staffing  personnel into positions within the Tampa,
Florida area. We have approximately 20 clients.

      Staffing  companies  such as ours  provide  one or  more  of  three  basic
services to clients: (i) flexible staffing; (ii) placement and search; and (iii)
outplacement  services. The North American staffing market is estimated to range
between  $80  billion  (per  Deutsche  Bank  Securities  Inc.)  and $97  billion
according to Staffing  Industry  Analysts,  Inc. in 2002.  This market  includes
temporary  staffing,  permanent  placement  and other  services  similar  to the
Company's for a variety of skills. Also see Development of Business, above.

                                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.  A summary  of our  Payroll  Administration  Services  and
Aggregation of Statutory and  Non-Statutory  Employee  Benefits  Services are as
follows:

      -  PAYROLL  ADMINISTRATION  SERVICES:  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  SERVICES:
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.

<PAGE>

                              SALES AND MARKETING

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

                                    CLIENTS

      Our clients  represent a cross-section of the industrial  sector, of which
no single client  currently  represents more than 5% of our total  revenues.  We
attempt to maintain  diversity  within our client base in order to decrease  our
exposure to downturns or volatility in any  particular  industry,  but we cannot
assure you that we will be able to  maintain  such  diversity  or  decrease  our
exposure to such volatility. All prospective clients fill out a questionnaire to
help us evaluate  workers'  compensation  risk,  creditworthiness,  unemployment
history,  and  operating  stability.  Generally,  flexible  industrial  staffing
clients do not sign long-term contracts.

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

      We  consider  our  operations,   as  we've   described  them  herein,   as
concentrated within one dominant industry and geographic segment.

<PAGE>

                                   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 forth  quarter  of 2003 were past due in the
amount of $71,453.40 at December 31, 2003, and an arrangement  was made with the
IRS whereby this liability was paid in full in January 2004.

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

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

Workers' compensation

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

                          TRADEMARKS AND SERVICE MARKS

      We do not have any registered  trade or service marks. It is our intention
to develop  service  marks as  appropriate  and seek federal  registration  when
possible.   We  have  begun  the  process  of  registering   the  mark  "Resolve
Staffing(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.

<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY.

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

      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  that 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.

ITEM 3. LEGAL PROCEEDINGS.

      On December 26, 2003 our then Chief  Executive  Officer,  Ms. Wanda Dearth
was terminated.  On February 6, 2004, Ms. Dearth filed a complaint against us in
Hillsborough  County,  Florida  for  breach of her  employment  contract  and is
claiming $305,000, plus certain indeterminate costs and fees. Our management and
its counsel have carefully  reviewed the claim, and the facts and  circumstances
surrounding  its  assertion,  and have  concluded that there is no basis for the
claim and that the Company will likely  prevail.  However,  a legal process will
likely occur.  We have  currently  filed an answer denying any wrongdoing and we
have stated  several  counterclaims.  The case is  currently in its early stages
involving the litigation  discovery process.  While we do not believe that it is
probable that this matter will have a material adverse affect on the Company, no
assurances can be given at this early stage of the process.

      While we are aware of no other legal  proceedings,  we may become involved
in other lawsuits and legal  proceedings  which arise in the ordinary  course of
business.  Litigation is subject to inherent uncertainties and an adverse result
may arise that may harm our business


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

      None.

<PAGE>

                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

                            MARKET FOR COMMON EQUITY

      There is  currently  no public  market for our shares of common  stock.  A
broker  dealer has filed a form  15-c211,  the  application  for  listing on the
bulletin board of the NASD, to make a market in our common stock. The company is
currently addressing comments from the NASD to finalize the application.

      As of April 8, 2004,  management  believes  there to be  approximately  82
holders of record of our common  stock.  To date, we have not paid any dividends
on our common stock. We do not currently  intend to pay dividends in the future.
We are prohibited from declaring or paying dividends while certain debentures or
warrants are outstanding.

                    RECENT SALES OF UNREGISTERED SECURITIES

On December  29,  2003,  Resolve  pledged  2,000,000  shares of common  stock as
collateral  for a Line of Credit to ELS,  Inc.  ELS,  Inc. is a company owned by
Ronald Heineman.

<PAGE>

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

      The financial  information set forth in the following discussion should be
read in conjunction with the Company's  audited  financial  statements and notes
included  herein  under Item 7 of Part II. The results  described  below are not
necessarily  indicative  of the  results to be  expected  in any future  period.
Certain  statements  in  this  discussion  and  analysis,  including  statements
regarding  our  strategy,   financial   performance  and  revenue  sources,  are
forward-looking  information  based on current  expectations  and entail various
risks and  uncertainties  that could cause actual  results to differ  materially
from those expressed in the forward-looking statements.

RESULTS OF OPERATIONS

COMPARISON OF  CONSOLIDATED  OPERATIONS FOR YEAR ENDED DECEMBER 31, 2003 TO YEAR
ENDED DECEMBER 31, 2002.

      Service  revenues for the year ended  December  31, 2002  compared to 2003
increased from $467,911 to $1,105,798,  a 136% increase,  reflecting an increase
in business recovery and our aggressive  marketing efforts.  This growth is also
attributable to growth with our existing clients.

      Cost of services  increased  from $353,097 in 2002 to $835,550 in 2003, an
increase of 137% from the prior year.  This increase is consistent with our 136%
increase in revenues,  accordingly  our gross  margin in 2003 remain  consistent
with 2002 at 24%.

      Legal and professional expense increased from $135,701 in 2002 to $261,813
in  2003 or a 93%  increase.  The  increase  is  attributed  to an  increase  in
consulting  expenses,   associated  with  a  one-year  agreement  with  Pinnacle
Corporate Service,  LLC who is engaged to assist management with (a) preparation
of financial,  strategic  and business  plans,  (b)  recruiting  management  and
members of the board of  directors,  (c)  implementation  of short and long-term
strategic planning and business development  initiatives,  and (d) other general
business matters.

      Salaries and benefits increased from $194,924 in 2002 to $219,648 in 2003,
or  a  13%  increase,   primarily  attributed  to  increases  in  administrative
compensation and additional staff.

      Administrative  expenses  increased  from $62,483 in 2002 to $106,585,  in
2003  or a 71%  increase.  Changes  in  the  major  components  of  general  and
administrative  expenses  for the years ended  December 31, 2002 to December 31,
2003  were  from  expenses  incurred  for  the  change  in  our  infrastructure,
consisting  of  upgrading  our  computer  system to assist in our growth.  These
changes allowed for additional  client customer  service and market  penetration
for our existing  clients.  In addition,  public  company  expenses for the year
ended December 31, 2003 were  approximately  $20,000  greater than that incurred
for the year ended December 31, 2002.

      Taxes & licenses  increased  from $8,848 in 2002 to $19,581 in 2003,  or a
121%  increase,  reflecting an increase of costs  associated  with licensing the
company in Nevada as well as Florida.

      Rent expense  decreased  from $23,743 in 2002 to $13,752 in 2003, or a 42%
decrease,  reflecting  a lower  rental cost of our new  facilities  as well as a
reduction  of common area  maintenance  costs  compared to the  previous  leased
offices.

      Advertising  expense increased slightly from $10,806 in 2002 to $10,833 in
2003,  reflecting a decreased level of outside advertising and promotion,  while
relying more and more on direct customer sales contacts by our sales staff.

      Travel and entertainment  increased from $4,103 in 2002 to $8,360 in 2003,
or a 104% increase,  reflecting the increased  effort by our staff to market our
services and our CEO attending staffing industry conventions and seminars.

      Interest expense  increased from $13,106 in 2002 to $16,249,  in 2003 or a
24% increase. The increase was attributable to a Line of Credit established with
Mercantile Bank.

      No  provision  for income  taxes have been  reflected or recorded on these
financial  statements.  We incurred a net loss of $(386,573)  for the year ended
December 31, 2003 as a result of the matters discussed above. While our revenues
increased 136%, and our profit margins remained level, we incurred  increases in
professional  expenses,  salaries and administrative  costs that caused our 2003
loss to increase  from the loss of $(338,184)  incurred in 2002.  Losses to date
can be used to offset  future  taxable  income,  assuming  the  company  becomes
profitable.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

      Our  financial  statements  have been prepared on a  going-concern  basis,
which contemplates the realization of assets and the discharge of liabilities in
the normal  course of business.  As reflected in the  financial  statements,  we
currently have a working capital  deficiency and a  stockholder's  deficiency of
$(190,546) and $(166,253),  respectively,  as of December 31, 2003. In addition,
we have incurred losses from our operations  since our inception,  and have been
dependent  upon the  financial  support of  stockholders,  management  and other
related parties.  These conditions raise  substantial doubt about our ability to
continue as a going concern.

      We are currently accessing  additional  financial resources to support the
Company's  operations until profitability can be achieved.  In addition,  we are
reviewing a number of strategic  alliances and acquisitions that may advance our
operations.  However,  while these strategies are under  development,  costs and
expenses have been substantially curtailed.  Ultimately, our ability to continue
as a going concern is dependent upon the access of additional capital to support
operations and strategic  growth  strategies.  There can be no assurance that we
will be successful in these efforts. The financial statements do not reflect any
adjustments that may arise as a result of this uncertainty.

      For the year ended December 31, 2003 we incurred a net loss of $(386,573).
Of this loss, $232,191 did not represent the use of cash. Non-cash  expenditures
consisted of depreciation  ($6,455),  services donated by our officers ($12,000)
and stock issuances for services provided to the company ($213,736).  Changes in
accounts receivable,  prepaid and other expenses, and bank overdraft, along with
decreases in accounts payable,  payroll,  salary, and other accruals brought the
total  cash used by  operations  to  $29,176.  Additionally  we used  $16,381 to
purchase computer equipment, software and office equipment during this period.

      Our  average  monthly  revenue  for each of the four  quarters of 2002 was
$28,500,  $33,200,  $39,500, and $54,500,  respectively,  and has increased to a
monthly average of $87,986,  $92,306,  73,654 and $115,224 for the four quarters
of 2003,  respectively.  This  increase  in our  average  monthly  revenues  and
business activity increase in recent months is a result of our flexible staffing
employees increasing from 42 during 2002 to 149 as of December 31, 2003.

      We expect our  operating  expenses to increase  significantly  in the near
future as we attempt to build our brand and expand our  customer  base.  We hope
our expenses will be funded from operations and short-term  loans from officers,
shareholders or others;  however,  our operations may not provide such funds and
we may not be able  obtain  short-term  loans  from  officers,  shareholders  or
others.  Our  officers  and  shareholders  are under no  obligation  to  provide
additional loans to us.

                         OFF BALANCE SHEET ARRANGEMENTS

      On June 14, 2002,  we entered  into a lease  agreement  for  approximately
1,056  square  feet of office  space  pursuant  to a  three-year  lease  with an
unrelated  landlord,  expiring  June 30,  2005 at $1,106 per month.  We have the
option  to renew the lease for two  successive  terms  under the same  terms and
conditions as the original lease.

The future noncancellable lease payments under this lease are as follows:

     2004                                $     13,272
     2005                                       6,636
                                         ------------
       Total                             $     19,908
                                         ============


                                  RISK FACTORS

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.

<PAGE>

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

We have incurred net losses from operations in each quarter since inception. Our
net loss for the fiscal  year ended  December  31, 2003 was  $386,573  and as of
December  31,  2003 had an  accumulated  deficit  of  $1,132,160.  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  POSSIBLERETROACTIVE  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.

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

<PAGE>

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.  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.

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

<PAGE>

Our officers,  directors and stockholders with greater than 5% holdings will, in
the aggregate,  beneficially  own  approximately  80% 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.

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 have applied
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,  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,  2004,  we had  6,046,069  shares of common  stock  issued  and
outstanding.  Upon effectiveness of a Registration  Statement,  3,656,760 of the
shares  offered,  including  the listed  shares  issuable  upon  exercise of our
warrants and conversion of our debentures, may be sold without restriction.  The
sale of these shares may cause the market price of our common stock to drop. The
issuance of shares upon  conversion  or exercise of the  warrants  may result in
substantial dilution to the interests of other stockholders.

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

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

<PAGE>

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.

                             RESOLVE STAFFING, INC.
           FORM 10-KSB FOR THE YEARLY PERIOD ENDED DECEMBER 31, 2003


                         INDEX TO FINANCIAL STATEMENTS

      Report of Aidman, Piser & Company, P.A.

      Report of Timothy M. Griffiths, C.P.A.

      Consolidated Balance Sheets as of December 31, 2003 and
      December 31, 2002

      Consolidated Statements of Operations for the years
      ended December 31, 2003 and 2002

      Consolidated Statements of Cash Flows for the years
      ended December 31, 2003 and 2002

      Consolidated Statements of Stockholders' Deficit for the years ended
      December 31, 2003 and 2002

      Notes to Consolidated Financial Statements

<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




Board of Directors and Shareholders
Resolve Staffing, Inc.

We have audited the accompanying consolidated balance sheet of Resolve Staffing,
Inc.  and  Subsidiary  (the  "Company")  as of December 31, 2003 and the related
consolidated statements of operations, shareholders' deficit, and cash flows for
the  year  then  ended.   These  consolidated   financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of Resolve Staffing,
Inc. and  subsidiary as of December 31, 2003 and their  consolidated  results of
operations  and  their  consolidated  cash  flows  for the  year  then  ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note A to the
consolidated  financial  statements,   the  Company  has  experienced  recurring
operating  losses,  has working capital and stockholders'  deficiencies,  and is
dependent on continued financing from stockholders and outside investors.  These
conditions  raise  substantial  doubt  about its  ability to continue as a going
concern.  Management's  plans in regards to these matters are also  described in
Note A. The  consolidated  financial  statements do not include any  adjustments
that might result from the outcome of this uncertainty.

                                               /s/ AIDMAN, PISER & COMPANY, P.A.
                                               ---------------------------------

Tampa, Florida
May 19, 2004

<PAGE>

                          INDEPENDENT AUDITOR'S REPORT

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

I have audited the accompanying  consolidated balance sheet of Resolve Staffing,
Inc., (formerly Resolve Staffing, Inc.) as of December 31, 2002, and the related
consolidated  statements of operations,  cash flows and stockholders' equity for
the  year  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 audit in accordance with auditing  standards  generally accepted
in the United States of America. Those standards require that I plan and perform
the audit 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 audit 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 the result of its  operations,  its cash flows and  stockholders'
equity  for the  year  then  ended  in  conformity  with  accounting  principles
generally accepted in the United States of America.

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


Tampa, Florida
March 22, 2003, except for notes D, E, F and R, which are as of May 14, 2003

<PAGE>

                     RESOLVE STAFFING, INC. AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2003 AND 2002

ASSETS                                             2003          2002
                                               -----------   -----------
CURRENT ASSETS:
    Cash and cash equivalents                  $        --   $        --
    Accounts receivable, net of
      allowance for bad debts of
      $4,500 for 2003 and 2002                     116,723        89,674
    Prepaid and other assets                        20,982        82,790
                                               -----------   -----------
        Total current assets                       137,705       172,464
                                               -----------   -----------

PROPERTY AND EQUIPMENT:
    Property and equipment                          44,763        28,382
    Less: Accumulated depriciation                 (20,470)      (14,015)
                                               -----------   -----------
        Net property and equipment                  24,293        14,367
                                               -----------   -----------

TOTAL ASSETS                                   $   161,998   $   186,831
                                               ===========   ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts payable and accrued liabilities   $    62,987   $    58,033
    Accrued salaries and payroll taxes              92,764        10,803
    Notes payable                                   81,000        40,000
    Debentures payable                                  --        11,150
    Notes payable - related parties                 91,500         7,760
                                               -----------   -----------
        Total current liabilities                  328,251       127,746
                                               -----------   -----------

LONG-TERM LIABILITIES:
     Notes payable - related party                      --        67,000
                                               -----------   -----------
         Total long-term liabilities                    --        67,000
                                               -----------   -----------

COMMITMENTS AND CONTINGENCIES (NOTE H)

STOCKHOLDERS' DEFICIT:
   Common stock, $.0001 par value, 50,000,000
     shares authorized, issued and
     outstanding: 2003 - 6,614,582 shares;
     2002 - 4,821,082 shares                           661           482
   Paid-in capital                                 998,729       737,190
   Unearned stock compensation                     (33,483)           --
   Accumulated deficit                          (1,132,160)     (745,587)
                                               -----------   -----------
             Total stockholders' deficit          (166,253)       (7,915)
                                               -----------   -----------

   TOTAL LIABILITIES AND STOCKHOLDERS'
   DEFICIT                                     $   161,998   $   186,831
                                               ===========   ===========

                            See accompanying notes.

<PAGE>

                     RESOLVE STAFFING, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                                        2003          2002
                                                    -----------   -----------

STAFFING SERVICES REVENUE                           $ 1,105,798   $   467,911

COST OF STAFFING SERVICES REVENUE                       835,550       353,097
                                                    -----------   -----------

GROSS PROFIT                                            270,248       114,814

OPERATING EXPENSES:
     Legal and professional fees                        261,813       135,701
     Salaries and benefits                              219,648       194,924
     Administrative expenses                            106,585        62,483
     Taxes and licenses                                  19,581         8,848
     Rent expense                                        13,752        23,743
     Advertising                                         10,833        10,806
     Travel and entertainment                             8,360         4,103
                                                    -----------   -----------
           Total operating expenses                     640,572       440,608
                                                    -----------   -----------

 LOSS FROM OPERATIONS                                  (370,324)     (325,794)

OTHER INCOME (EXPENSE):
      Interest and other income                              --           716
      Interest expense                                  (16,249)      (13,106)
                                                    -----------   -----------
          Other income (expenses), net                  (16,249)      (12,390)
                                                    -----------   -----------

NET LOSS                                            $  (386,573)  $  (338,184)
                                                    ===========   ===========

LOSS PER SHARE
     Basic and diluted                              $      (.07)  $      (.12)
                                                    ===========   ===========

WEIGHTED AVERAGE NUMBER OF SHARES USED IN LOSS PER
SHARE COMPUTATION:

     Basic and diluted                                5,607,969     2,821,424
                                                    ===========   ===========

                            See accompanying notes.

<PAGE>




                      RESOLVE STAFFING, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE YEARS DECEMBER 31, 2003 AND 2002

                                                       2003        2002
                                                    ---------   ---------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                          $(386,573)  $(338,184)
  Adjustments to reconcile net loss to net cash
  flows from operating activities:
      Stock-based compensation                        213,736          --
      Contributed services                             12,000      82,650
      Depreciation                                      6,455       5,813
      Bad debt expense                                     --       2,700
      Conversion of loans and interest to capital          --         151
      Changes in operating assets and liabilities:
        Accounts receivable                           (27,049)    (62,305)
        Prepaid and other assets                       61,808     (74,473)
      Accounts payable and accrued liabilities          4,954      33,693
      Accrued salaries and payroll taxes               81,961      (6,368)
                                                    ---------   ---------
         Total adjustments                            353,865     (18,139)
                                                    ---------   ---------

  Net cash flows from operating activities            (32,708)   (356,323)
                                                    ---------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                 (16,381)         --
                                                    ---------   ---------
  Net cash flows from investing activities            (16,381)         --
                                                    ---------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   (Decrease) increase in bank overdraft                   --       9,712
   Proceeds from insurance financing                       --      93,061
   Repayments of insurance financing                       --     (93,061)
   Proceeds from line of credit                         1,000          --
   Loan from stockholders, net                         56,740     134,760
   Proceeds from sale of common stock                      --      40,000
   Proceeds from note payable                              --      40,000
   Capital contribution                                            22,096
   Proceeds from convertible subordinated notes                   100,000
   Repayments of debenture payable                     (8,651)         --
                                                    ---------   ---------
   Net cash provided by financing activities           49,089     336,856
                                                    ---------   ---------

NET CHANGE IN CASH                                         --     (19,467)

CASH, BEGINNING OF THE PERIOD                              --      19,467
                                                    ---------   ---------

CASH, END OF THE PERIOD                             $      --   $      --
                                                    =========   =========

                             See accompanying notes.

<PAGE>

                     RESOLVE STAFFING, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICET
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

<TABLE>
<CAPTION>
                                         COMMON STOCK                 PAID-IN     UNEARNED STOCK    ACCUMULATED
                                -------------------------------   --------------  --------------   --------------   --------------
                                    SHARES           AMOUNT           CAPITAL      COMPENSATION       DEFICIT            TOTAL
                                --------------   --------------   --------------  --------------   --------------   --------------
<S>                                     <C>      <C>              <C>             <C>              <C>              <C>
BALANCE, DECEMBER 31, 2001              83,347   $            8   $      425,467  $           --   $     (407,403)  $       18,072

Issurance 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                                 1,000,000              100           39,900                                            40,000

Issuance of common stock for
notes and debt                       4,000,000              400          159,600              --               --          160,000

Cancellation of common stock          (513,965)             (51)              51              --               --               --

Net loss                                    --               --               --              --         (338,184)        (338,184)
                                --------------   --------------   --------------  --------------   --------------   --------------
BALANCE, DECEMBER 31, 2002           4,821,082              482          737,190              --         (745,587)          (7,915)

Issuance of common stock for
services--Consultants                  950,000               95          132,905        (133,000)              --          133,000

Issuance of common stock for
services--Employees                    755,000               76          105,624        (105,700)              --          105,700

Issuance of common stock for
services                                63,500                6            8,513          (8,519)              --            8,519

Conversion of debentures to
common stock                            25,000                2            2,497              --               --            2,499

Donated services                            --               --           12,000              --               --           12,000

Amortization of deferred stock
compensation                                --               --               --         213,736               --          (33,483)

Net loss                                    --               --               --              --         (386,573)        (386,573)
                                --------------   --------------   --------------  --------------   --------------   --------------
BALANCE, DECEMBER 31, 2003           6,614,582   $          661   $      998,729  $      (33,483)  $   (1,132,160)  $     (166,253)
                                ==============   ==============   ==============  ==============   ==============   ==============
</TABLE>

                            See accompanying notes.

<PAGE>

                     RESOLVE STAFFING, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - NATURE OF OPERATIONS,  LIQUIDITY AND MANAGEMENTS' PLANS, AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Resolve  Staffing,  Inc.,  ("Resolve" or the "Company") was organized  under the
laws  of the  State  of  Nevada  on  April  9,  1998.  Integra  Staffing,  Inc.,
("Integra") is a wholly owned  subsidiary  that was organized  under the laws of
the State of Florida on August 16, 1999 (collectively  referred to as "Resolve")
and  acquired  in 2001.  The  Company  is engaged in  providing  human  resource
services  (which  include  recruiting,  training,  and  placement  of  temporary
personnel)  focusing on the  professional,  clerical,  administrative  and light
industrial staffing market in West Central Florida.

LIQUIDITY AND MANAGEMENT'S PLANS

The  accompanying  financial  statements  have been prepared on a  going-concern
basis,  which  contemplates  the  realization  of assets  and the  discharge  of
liabilities in the normal course of business.  As reflected in the  accompanying
financial  statements,  the  Company  has a  working  capital  deficiency  and a
stockholder's deficiency of $190,546 and $166,253,  respectively, as of December
31, 2003. In addition,  the Company has incurred substantial losses and has been
dependent  upon the  financial  support of  stockholders,  management  and other
related parties.  These conditions raise  substantial doubt as to the ability of
the Company to continue as a going concern.

Management is engaged in accessing additional financial resources to support the
Company's   operations  until  profitability  can  be  achieved.   In  addition,
management is reviewing a number of strategic  alliances and  acquisitions  that
may advance the Companies operations.  However, while these strategies are under
development,  costs and expenses have been substantially curtailed.  Ultimately,
the  Company's  ability to continue  as a going  concern is  dependent  upon the
access  of  additional  capital  to  support  operations  and  strategic  growth
strategies.  There can be no assurance  that  management  will be  successful in
these efforts.  The financial statements do not reflect any adjustments that may
arise as a result of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

PRINCIPLES OF CONSOLIDATION

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

REVENUE RECOGNITION

Staffing and managed service revenue and the related labor costs and payroll are
recorded in the period in which  services  are  performed.  Permanent  placement
revenues are  recognized  when services  provided are  substantially  completed.
Allowances  are  established  to estimate  losses due to placed  candidates  not
remaining employed for our guarantee period. The Company follows Emerging Issues
Task Force ("EITF") 99-19, "Reporting Revenue Gross as a Principal versus Net as
an Agent" in the presentation of revenues and expenses.  This guidance  requires
Resolve to assess  whether it acts as a principal  in the  transaction  or as an
agent acting on behalf of others.  In situations  where Resolve is the principal
in the transaction and has the risks and rewards of ownership,  the transactions
are recorded gross in the consolidated statements of operations.

<PAGE>

                     RESOLVE STAFFING, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - NATURE OF OPERATIONS,  LIQUIDITY AND MANAGEMENTS' PLANS, AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

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 the
years ended December 31, 2003 and 2002 was $4,500 and $4,500 respectively.

CONCENTRATION OF CREDIT RISK

Financial  instruments,  which  potentially  expose Resolve to concentrations of
credit risk 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.
Management  analyses  historical  bad  debt,  customer  concentration,  customer
credit-worthiness,  current  economic  trends and  changes in  customer  payment
tendencies when evaluating the allowance for doubtful accounts.

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, 2003 and 2002 do not differ materially from the aggregate  carrying value of
its financial instruments recorded in the accompanying balance sheets.

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.

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.

<PAGE>

                     RESOLVE STAFFING, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - NATURE OF OPERATIONS,  LIQUIDITY AND MANAGEMENTS' PLANS, AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING FOR STOCK-BASED COMPENSATION

      Resolve  accounts for and reports its  stock-based  employee  compensation
arrangements  using the  intrinsic  value  method as  prescribed  in  Accounting
Principles Board Opinion No. 25,  Accounting for Stock Issued to Employees ("APB
No. 25"), Financial Accounting Standards Board Interpretation No. 44, Accounting
for Certain Transactions  Involving Stock Compensation ("FIN 44"), and Statement
of  Financial   Accounting   Standards  No.  148  Accounting   for   Stock-Based
Compensation - Transition and Disclosure  (SFAS148).  Accordingly,  compensation
cost for stock  options and warrants are measured as the excess,  if any, of the
fair  value of its  stock at the date of grant  over the stock  option  exercise
price. Resolve accounts for stock issued to non-employees in accordance with the
provisions of Statement of Financial  Accounting  Standards No. 123,  Accounting
for Stock-Based  Compensation  ("SFAS No. 123") Under SFAS No. 123, stock option
awards issued to non-employees are accounted for at their fair value on the date
issued,  where fair value is determined using the  Black-Scholes  option pricing
method.

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

INCOME TAXES

Resolve  records its federal and state income tax liability in  accordance  with
Statement of Financial  Accounting  Standards  Statement No. 109 "Accounting for
Income Taxes".  Deferred taxes 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

Net loss per share is computed based upon the weighted outstanding shares of the
Company's common stock for each period presented. The weighted average number of
shares excludes  4,256,600 common stock equivalents,  representing  warrants and
stock options, since the effect of including them would be anti-dilutive.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities".  The  statement  amends  and
clarifies accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts, and hedging activities. This
statement is designed to improve  financial  reporting  such that contracts with
comparable  characteristics  are  accounted  for  similarly.  The  statement  is
generally  effective for contracts entered into or modified after June 30, 2003.
The Company  currently has no such  financial  instruments  outstanding or under
consideration  and does not expect the  adoption of this  standard to effect the
Company's financial position or results of operations.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with Characteristics of Both Liabilities and Equity". This statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with characteristics of both liabilities and equity. This
statement is effective for financial  instruments entered into or modified after
May 31, 2003,  and is otherwise  effective at the beginning of the first interim
period  beginning  after  June  15,  2003.  The  Company  currently  has no such
financial instruments  outstanding or under consideration and therefore adoption
of this standard currently has no financial reporting implications.

In  December  2003,  the  FASB  issued  FASB  Interpretation  No.  46,  "Amended
Consolidation of Variable Interest Entities" ("FIN No. 46"). This interpretation
clarifies rules relating to consolidation where entities are controlled by means
other than a majority voting interest and instances in which equity investors do
not  bear  the  residual  economic  risks.  This   interpretation  is  effective
immediately for variable  interest  entities created after January 31, 2003 and,
for interim periods  beginning  after December 15, 2003, for interests  acquired
prior to February 1, 2003.  The Company does not  currently  have  relationships
with  entities  meeting the criteria set forth in FIN No. 46 and is not required
to  include  any such  entities  in its  financial  statements  pursuant  to the
provisions of FIN No. 46.

<PAGE>

                     RESOLVE STAFFING, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE A - NATURE OF OPERATIONS,  LIQUIDITY AND MANAGEMENTS' PLANS, AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

RECLASSIFICATIONS

Certain  amounts in the 2002  financial  statements  have been  reclassified  to
conform with the presentation in 2003. Such reclassifications are not considered
material to the financial statements.

NOTE B - PROPERTY AND EQUIPMENT

Property  and  equipment  as of  December  31,  2003 and 2002 is  summarized  as
follows:


                                                 2003       2002
                                               --------   --------
      Computer software                        $ 14,567   $  5,590
      Computers                                  12,425      6,187
      Furniture and fixtures                      5,079      5,079
      Office equipment                           12,692     11,526
                                               --------   --------
                                                 44,763     28,382
      Less, accumulated depreciation            (20,470)   (14,015)
                                               --------   --------
      Net Property and equipment               $ 24,293   $ 14,367
                                               ========   ========

Depreciation  expense for the years ended  December 31, 2003 and 2002 was $6,455
and $5,813, respectively.

NOTE C - CONVERTIBLE DEBENTURES AND NOTES PAYABLE

CONVERTIBLE DEBENTURES DUE JUNE 30, 2003

On December 6, 2001, Resolve borrowed $11,150 from unrelated individuals secured
by a 6% convertible debenture due June 30, 2003. The debentures were convertible
into  Resolve's  $0.0001 par value common  stock at $0.10 per share  through the
debenture's maturity date. There was no beneficial conversion feature present in
the  instrument on the  commitment or issuance  date. On June 25, 2003,  Resolve
paid $8,651 in cash and issued  25,000 shares of its common stock to the holders
of the 6% convertible  debenture upon conversion of $2,499  principal  amount of
the debentures; there was no accrued interest.

NOTES PAYABLE

During  May and  June  2002,  the  Company  obtained  loans  from  an  unrelated
individual for a total of $40,000. The underlying notes payable bear interest at
12% per annum  payable  quarterly  in arrears  and are  secured by the  accounts
receivable of the Company. The maturities were extended to July 3, 2004.

On May 14, 2003, Resolve obtained a $50,000 line of credit from Mercantile Bank,
payable on demand, with interest at the rate of 3% above Mercantile Bank's prime
rate (their current prime rate is 4%) per annum,  payable  monthly.  The line of
credit is secured by Resolve's  general  credit and is personally  guaranteed by
William  A.  Brown,  the  Company's   executive   vice-president   and  majority
shareholder.  As of December 31, 2003,  Resolve has drawn $41,000 on the line of
credit, therefore $9,000 remains available.

See Note D--Related Party Balances and  Transactions,  for information about the
Credit Agreement with ELS, Inc.

<PAGE>

                     RESOLVE STAFFING, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE C - CONVERTIBLE DEBENTURES AND NOTES PAYABLE (CONTINUED)

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 Notes  contained an option for Resolve to
extend the maturity date for up to two  successive  three month  periods  ending
January  1, 2003 and April 1,  2003.  The  principal  amounts  of the notes were
convertible  into shares of  Resolve's  $0.0001 par value common stock at $2 per
share. There was no beneficial conversion feature present on the commitment date
or  issuance  date.  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  2,500,000  units,  each
consisting  of one share of common  stock and one warrant to purchase a share of
common stock at $.15 per share.

NOTE D - RELATED PARTY BALANCES AND TRANSACTIONS

Notes payable--related party represents aggregate borrowings totaling $91,500 to
William Brown, the company's executive vice president, and majority shareholder.
The  underlying  notes bear  interest  at 5% and is due on March 31,  2004.  The
Company has a verbal agreement to extend the maturity to March 31, 2005.

During  2002,  Resolve  borrowed  $8,000  from Work  Holdings,  LLC,  one of its
shareholders.  In addition,  Work  Holdings,  LLC paid expenses on behalf of the
Company totaling $14,096,  which amounts were recorded as expenses in the period
paid.  On March 31,  2002 the total  amount of $22,096  was  contributed  to the
Company.

On December 8, 2003, the Company entered into a non-interest  bearing short-term
credit  agreement  with ELS, Inc that provides for borrowings of up to $200,000.
ELS, Inc. is a company owned by Ronald  Heineman,  the Company's Chief Executive
Officer. The underlying promissory note is secured by 2,000,000 shares of common
stock that were  released to an escrow agent,  but not issued for  accounting or
reporting purposes.  As of December 31, 2003, there were no borrowings under the
agreement.  As of May 19, 2004,  $137,191 was  outstanding  under the agreement.
Balances due under the credit agreement were originally due May 8, 2004, but the
agreement was extended on a month-to-month  basis. Also see Note G as it relates
to common stock issued to Ronald  Heineman  under an employment  and  consulting
agreement.

NOTE E - INCOME TAXES

For income tax purposes  Resolve has a net operating  loss carryover of $701,603
which can be used to offset  future  federal and state  taxable  income  through
2018.  No income tax benefit has been  recorded  in the  accompanying  financial
statements  since the  recoverability  of such assets is not reasonably  assured
through known future revenue sources.

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

      Future  tax  benefit  of net  operating  losses  $ 245,561   $  69,307
      Valuation allowance                               (245,561)    (69,307)
                                                       ---------   ---------
        Future tax benefit                             $      --   $      --
                                                       =========   =========

At  December  31,  2003 and 2002,  no deferred  tax assets or  liabilities  were
recorded in the accompanying  financial statements.  The Company's effective tax
rate differs  from the  statutory  rates  associated  with taxing  jurisdictions
because of changes in the valuation allowance.

<PAGE>

                     RESOLVE STAFFING, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE F - CASH FLOW SUPPLEMENTAL INFORMATION

Cash  paid for  interest  during  the years  ended  December  31,  2003 and 2002
amounted to $13,186 and $9,991 respectively.

During the year ended  December 31, 2003,  the following  non-cash  transactions
were recorded:

      1.    Resolve's  officers  waived  salaries  for  services  to the Company
            valued at $12,000.
      2.    Resolve issued  950,000 shares of common stock,  valued at $133,000,
            to the Pinnacle Corporation in exchange for consulting services.
      3.    Resolve issued 25,000 shares of common stock to debenture holders in
            exchange for $2,500 in principal  amount of  debentures  at $.10 per
            share.
      4.    Resolve issued 755,000 shares of restricted common stock,  valued at
            $105,700, to officers for compensation.
      5.    Resolve  issued 63,500  shares of common stock,  valued at $8,519 to
            employees for services.

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

      1.    Resolve's officers waived salaries for services to Resolve valued at
            $82,550.
      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.

NOTE G - STOCKHOLDERS' EQUITY

ISSUANCES OF COMMON STOCK

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:

      o     2,500,000 units were issued in exchange for the  cancellation of the
            18% Subordinated Convertible Notes due October 1, 2002.
      o     1,000,000 units were issued in exchange for $40,000 in cash.
      o     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.

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.  Resolve  issued
the 950,000 shares of its common stock to Pinnacle  Corporate  Services,  LLC as
partial compensation for a the one-year agreement to provide consulting services
and valued the shares at $133,000  representing  the market value of such shares
based upon recent sales.

On February 7, 2003, Resolve issued 275,000 shares of its common stock valued at
$38,500,  representing  the market value of such shares based upon recent sales,
to Wanda D. Dearth,  its former Chief  Executive  Officer in  connection  with a
compensation agreement for her services.

<PAGE>

                     RESOLVE STAFFING, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE G - STOCKHOLDERS' EQUITY (CONTINUED)


During 2003,  Resolve issued 63,500 shares,  valued at $8,519,  representing the
market value of such shares based upon recent sales,  of its  restricted  common
stock to unrelated individuals for services with investor relations matters.

As more fully  discussed  above,  on June 25, 2003,  the Company  issued  25,000
shares of its common stock in exchange for the debentures converted.

On December 29, 2003,  Resolve issued  200,000  shares of its restricted  common
stock to stock to Michael Knox, as partial compensation for a one-year agreement
to  serve  as  the  Company's  Chief   Financial   Officer  valued  at  $28,000,
representing  the market value of such shares based upon recent  sales,  through
December 31, 2004.

On December 29, 2003,  Resolve issued 280,000 shares of common stock,  valued at
$39,200,  representing  the market value of such shares based upon recent sales,
to Ronald  Heinemen the Company's  Chief  Executive  Officer under an employment
contract that also provides for future stock  issuances.  The stock was and will
be issued as follows:  100,000 shares upon execution of the Agreement,  plus the
first month's compensation of 180,000 shares, and 180,000 shares at each monthly
anniversary  beginning  February  2004.  The company is  committed to issuing an
additional 720,000 shares, under this agreement through May 2004.

On December  29,  2003,  Resolve  pledged  2,000,000  shares of common  stock as
collateral  for a Line of Credit to ELS,  Inc.  ELS,  Inc. is a company owned by
Ronald Heineman.

Compensation  and  consulting  expense  related  to common  stock  issuances  in
February  2003 and December  2003,  noted above,  are being  amortized  over the
benefited  periods.  During  the year  ended  December  31,  2003,  the  Company
amortized $213,736.  The remaining outstanding amount of $33,483 is carried as a
contra account to equity in the accompanying financial statements.

COMMON STOCK WARRANTS

As of December 31, 2003 there were 4,256,600  stock warrants  outstanding  which
are due to expire on June 30, 2007.  Each warrant has an exercise  price of $.15
per share price. All stock warrants are exercisable.

OTHER

On July 27, 2002,  Resolve  filed a preliminary  registration  statement on Form
SB-2 with the  Securities and Exchange  Commission,  under the Securities Act of
1933. The Company went through the review  process of revising the  registration
statement,  including the number of shares and warrants  being  registered,  and
responding  to the SEC's  comments.  The  registration  statement  was  declared
effective  August 6, 2003,  registering  3,254,131  shares of our common  stock,
including 1,592,500 shares underlying warrants.

During 2002, 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.

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. No shares have been issued under this plan.

<PAGE>

                     RESOLVE STAFFING, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

NOTE H - 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.

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

     2004                                    $     13,272
     2005                                           6,636
                                             ------------
       Total                                 $     19,908
                                             ============

LITIGATION

      On December 26, 2003 the Company's then Chief Executive Officer, Ms. Wanda
Dearth was terminated. On February 6, 2004, Ms. Dearth filed a complaint against
the  Company  in  Hillsborough  County,  Florida  for  breach of her  employment
contract and is claiming $305,000,  plus certain  indeterminate  costs and fees.
Management and its counsel have carefully  reviewed the claim, and the facts and
circumstances  surrounding  its  assertion,  and have concluded that there is no
basis for the claim and that the Company will likely prevail.  However,  a legal
process will likely occur. The Company has currently filed an answer denying any
wrongdoing  and we have stated several  counterclaims.  The case is currently in
its early stages  involving the litigation  discovery  process.  While we do not
believe that it is probably that this matter will have a material adverse affect
on the Company, no assurances can be given at this early stage of the process.

<PAGE>

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

      On  September  24,  2003,  the  Company  dismissed  Timothy  M.  Griffiths
("Griffiths") as the Company's principal  independent  accountant.  On September
24, 2003, the Company  engaged  Aidman,  Piser & Company,  P.A. as its principal
independent  accountant.  The action to engage Aidman, Piser & Company, P.A. was
taken upon the majority approval of the Board of Directors of the Company.

      The Company engaged Griffiths on March 1, 2002. During the last two fiscal
years ended  December 31, 2002 and December 31, 2001 and through  September  24,
2003,  there were no  disagreements  between the Company  and  Griffiths  on any
matter of accounting principles or practices,  financial statement disclosure or
auditing  scope or  procedure  which,  if not  resolved to the  satisfaction  of
Griffiths  would have caused  Griffiths  to make  reference to the matter in his
reports on the Company's financial  statements.  During the last two most recent
fiscal years ended December 31, 2002 and December 31, 2001 and through September
24,  2003,  there  were no  reportable  events  as the  term  described  in Item
304(a)(1)(iv) of Regulation S-B.

      During the two most recent  fiscal years and through  September  24, 2003,
the Company has not  consulted  with  Aidman,  Piser & Company,  P.A.  regarding
either:

      1. the application of accounting principles to any specified  transaction,
either  completed  or  proposed,  or the type of  audit  opinion  that  might be
rendered on the Company's financial statements, and neither a written report was
provided  to the  Company  nor oral advice was  provided  that  Aidman,  Piser &
Company,  P.A.  concluded was an important  factor  considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting issue;
or

      2. any matter that was either subject of disagreement or event, as defined
in Item  304(a)(1)(iv)(A)  of Regulation S-B and the related instruction to Item
304 of Regulation S-B, or a reportable  event, as that term is explained in Item
304(a)(1)(iv)(A) of Regulation S-B.

      The Company requested that Griffiths furnish it with a letter addressed to
the Securities and Exchange  Commission stating whether he agrees with the above
statements.  A copy of such letter,  dated  September 25, 2003,  was filed as an
exhibit to the Form 8-K filed with the  Securities  and Exchange  Commission  on
September 26, 2003.

ITEM 8A. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

      As of December 31, 2003, we carried out an evaluation of the effectiveness
of the design and operation of our disclosure  controls and procedures  pursuant
to Exchange Act Rule 13a-14.  This evaluation was done under the supervision and
with  the  participation  of  our  Principal  Executive  Officer  and  Principal
Financial  Officer.  Based  upon  that  evaluation,   they  concluded  that  our
disclosure  controls and  procedures  are effective in gathering,  analyzing and
disclosing  information  needed to satisfy our disclosure  obligations under the
Exchange Act.

Changes in internal controls

      There were no changes in our  internal  controls or in other  factors that
could  significantly  affect those controls since the most recent  evaluation of
such controls.

<PAGE>

                                    PART III

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


NAME                    AGE      POSITION
----                    ---      --------

Ronald Heineman         46       Chief Executive Officer and Director

Donald E. Quarterman    35       President, Chief Operating Officer and Director

Michael Knox            45       Chief Financial Officer

William A. Brown        46       Executive Vice-President and Director

Directors  serve until the next annual  meeting and until their  successors  are
elected and  qualified.  Officers are  appointed to serve for one year until the
meeting of the board of directors  following the annual meeting of  stockholders
and until their successors have been elected and qualified. Mark and Gail Binder
are husband and wife and the parents of Ian Binder.

RONALD  HEINEMAN.  Ron Heineman is the  President & CEO of ELS,  Human  Resource
Solutions.  ELS is a professional  employer  organization  (PEO) operating in 28
states.  Prior to this,  Mr.  Heineman  was  Corporate,  Vice  President,  Human
Resources for Frisch's Restaurants,  Inc. a large publicly held restaurant chain
operating  Big Boy,  Golden  Corral,  Roy Rogers  Restaurants  and several large
Hotels.  Mr.  Heineman was  responsible  for  attaining  results in the areas of
Employment,  Training,  Benefits, Loss Prevention and Government Compliance. Mr.
Heineman was employed with Frisch's for 23 years.

DONALD E. QUARTERMAN.  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.

MICHAEL  KNOX.  Michael Knox is a Certified  Public  Accountant  in the State of
Florida  and is a  Certified  Valuation  Analysts.  He has  worked in public and
private  accounting for more than fifteen years.  While in public accounting Mr.
Knox performed various accounting services;  SEC filings,  tax preparation,  tax
planning, business consulting, business valuation, and auditing.

WILLIAM A. BROWN. 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.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Since we are  governed  under  Section  15(d) of the  Exchange  Act,  we are not
required to file reports of executive officers and directors and persons who own
more than 10% of a registered class of our equity securities pursuant to Section
16(a) of the Exchange Act.

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth certain compensation paid or accrued by us to
certain of our executive officers during fiscal years ended 2003, 2002 and 2001.
Summary Compensation Table


<TABLE>
<CAPTION>
                                                                                 Other
                                                                   Annual      Restricted     Options        LTIP
  Name & Principal                     Salary        Bonus         Compen-        Stock         SARs        Payouts      All Other
      Position             Year          ($)           ($)        sation ($)    Awards ($)      (#)(1)        ($)       Compensation
---------------------  -----------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
<S>                       <C>                <C>           <C>           <C>           <C>           <C>           <C>           <C>
M. Richard Cutler,        2001 (1)             0             0             0             0             0             0             0
President
                       -----------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
Rene Morissette,          2001 (2)           750             0             0             0             0             0             0
President
                       -----------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
Charles Lincoln,          2001 (3)             0             0             0             0             0             0             0
CEO                       2002 (3)             0             0             0             0             0             0             0
                       -----------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
R. Gale Porter,           2002 (4)        37,450             0             0             0             0             0             0
President
                       -----------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
Donald E. Quarterman,     2002 (5)         3,000             0             0             0             0             0             0
President                 2003 (5)             0             0             0             0             0             0             0
                       -----------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
Wanda Dearth,             2003 (6)        72,720             0             0        38,500             0             0             0
CEO
---------------------  -----------  ------------  ------------  ------------  ------------  ------------  ------------  ------------
</TABLE>

(1)   For the period January 1, 2001 to September 27, 2001.
(2)   For the period September 27, 2001 to December 12, 2001.
(3)   For the period December 12, 2001 to March 18, 2002.
(4)   For the period March 18, 2002 to October 23, 2002.
(5)   For the period December 4, 2002 to February 7, 2003.
(6)   For the period February 7, 2003 to December 26, 2003.

OPTIONS

No options were exercised or granted during the last fiscal year.

There were no long-term incentive plans or rewards made in fiscal 2003.

EMPLOYMENT AGREEMENTS

None.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT.

As of April 8, 2004,  there were  6,974,582  shares of common  stock,  par value
$0.001 outstanding. The following table sets forth certain information regarding
the beneficial ownership of our common stock as of April 8, 2004:

      -     all directors
      -     each  person who is known by us to be the  beneficial  owner of more
            than five percent (5%) of the outstanding common stock
      -     each executive officer named in the Summary Compensation Table
      -     all directors and executive officers as a group

The number of shares beneficially owned by each director or executive officer is
determined  under  rules  of the SEC,  and the  information  is not  necessarily
indicative of beneficial  ownership for any other purpose.  Under the SEC rules,
beneficial ownership includes any shares as to which the individual has the sole
or shared voting power or investment  power. In addition,  beneficial  ownership
includes any shares that the individual has the right to acquire within 60 days.
Unless  otherwise  indicated,  each person listed below has sole  investment and
voting  power  (or  shares  such  powers  with his or her  spouse).  In  certain
instances,  the number of shares  listed  includes  (in addition to shares owned
directly), shares held by the spouse or children of the person, or by a trust or
estate of which the  person is a trustee or an  executor  or in which the person
may have a beneficial interest.

<PAGE>


Title of Class    Name and Address                 Amount of        Percent of
                  of Beneficial Owner              Beneficial         Class
                                                   Ownership           (1)

Common Stock      Ronald Heineman                    640,000 (2)       9.2%
                  c/o Resolve Staffing, Inc.
                  105 North Falkenburg Road
                  Tampa, Florida 33619

Common Stock      Don Quarterman                     950,000 (3)      13.6%
                  c/o Resolve Staffing, Inc.
                  105 North Falkenburg Road
                  Tampa, Florida 33619

Common Stock      Michael Knox                       200,000           2.9%
                  c/o Resolve Staffing, Inc.
                  105 North Falkenburg Road
                  Tampa, Florida 33619

Common Stock      William Brown                    2,787,542 (4)        40%
                  c/o Resolve Staffing, Inc.
                  105 North Falkenburg Road
                  Tampa, Florida 33619

Common Stock      Shares of all directors and      4,577,542          65.7%
                  executive officers as a
                  group (4 persons)

Common Stock      Global Partners LLC                580,228           8.3%
                  3314 W. Palmetto Street
                  Tampa, Florida 33607


* Represents less than 1%

(1) Based on 6,974,582 shares of common stock currently outstanding.

(2) Does not include  2,000,000  shares  pledged to Employee  Leasing  Services,
Inc., of which Mr. Heineman is President and majority  shareholder,  to secure a
line of credit.

(3) Represents  950,000  shares owned by Pinnacle  Corporate  Services,  LLC, of
which Mr. Quarterman is a managing partner.

(4) Includes  2,334,135  shares owned by the William A. Brown Family  Trust,  of
which Mr. Brown is trustee,  2,000 shares owned by his wife, Christina Brown and
478,967  shares owned by Work  Holdings  LLC, of which Mr. Brown is the majority
owner.  This amount also  includes  2,267,300  warrants  owned by the William A.
Brown Family Trust and 1,163,500 warrants owned by Work Holdings, LLC.

STOCK OPTION AND INCENTIVE PLANS

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. No shares have been issued under this plan.

<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 former CFO, Mr.  William A. Brown and Mr.
Venancio Pardo, who are deemed to be promoters of our Company.

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:

                                    Number of    Consideration
  Name                               Units        Received
  -------------------------------  -----------  --------------------------------

  Cristino L. Perez                   34,400    $1,376

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

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

                                             Number of    Consideration
  Name                                       Units        Received
  ----------------------------------------  ---------   ------------------------
   William A. Brown Family                  1,517,300   Cancellation of $60,692
      Limited Partnership                               of Notes

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

   Venancio Pardo                               9,400   $    376.00

   Global Partners LLC for the benefit of:
      Venancio Pardo                          255,000   $  3,420.20
      Cristino L. Perez' spouse               883,000   $ 11,843.27
      Fiero Partners                          167,500   $    777.93

<PAGE>

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.  On June 30, 2003, we
repaid the convertible  debentures,  plus accrued interest, held by Mr. Venancio
Pardo's adult daughter, ICBM Corporation and 1Mundo, Inc.

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

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

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

On February 7, 2003, the Board of Directors  approved a one-year  agreement with
Pinnacle  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 Mercantile Bank's prime
rate (currently 4%) per annum, payable monthly. The line of credit is secured by
our general  credit and is personally  guaranteed by Mr.  William A. Brown,  our
Executive  Vice-President.  On May 29, 2003, we drew down $7,000 for payroll and
on June 26, 2003,  we drew down  $14,000 for payroll and to pay the  convertible
debentures  due June 30,  2003.  As of  December  31,  2003,  we have drawn down
$41,000, while $9,000 remains available to us.

<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

We filed the following reports on Form 8-K during our fourth quarter of 2003:

Form 8-K,  September  26, 2003,  Item 4 - Reporting  the dismissal of Timothy M.
Griffiths,  CPA as the Company's auditor and the appointment of Aidman,  Piser &
Company, P.A., as the Company's new auditors.

EXHIBITS

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)

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 (6)

10.5  Form of Registration Rights Agreement (6)

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

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

10.8  Note Extension of Barbara Green dated February 3, 2003 (8)

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

10.10 Promissory Note with William A. Brown (8)

10.11 Revolving line of credit agreement between the Company and Mercantile Bank
      (9)

10.12 Note Extension of Barbara Green dated May 3, 2003 (9)

10.13 Consulting Agreement between the Company and Pinnacle (10)

<PAGE>

10.14 Note Extension of Barbara Green, dated June 3, 2003 (10)

10.15 Amended Consulting Agreement between the Company and Pinnacle

16.1  Letter  dated March 5, 2002,  from Haskell & White LLP,  Certified  Public
      Accountants   to   the   Registrant   regarding   change   of   certifying
      accountant.(4)

16.2  Letter  dated March 5, 2002,  from Haskell & White LLP,  Certified  Public
      Accountants regarding agreement with comments in Form 8-K (4)

21    List of Subsidiaries - Integra Staffing, Inc. (Florida) 100% (7)

31.1  Certification  by  Chief  Executive  Officer  pursuant  to  Sarbanes-Oxley
      Section 302.

31.2  Certification  by  Chief  Financial  Officer  pursuant  to  Sarbanes-Oxley
      Section 302.

32.1  Certification  by Chief Executive  Officer  pursuant to 18 U.S. C. Section
      1350.

32.2  Certification  by Chief Financial  Officer  pursuant to 18 U.S. C. Section
      1350.

(1)  Incorporated by reference to the exhibits filed with the Company's  Current
Report on Form 8-K dated September 27, 2001.

(2)  Incorporated by reference to the exhibits filed with the Company's  Current
Report on Form 8-K dated December 12, 2001.

(3)  Incorporated  by  reference to the  exhibits  filed with the  corresponding
exhibits  numbers filed with the  Company's  Form 10-SB  Registration  Statement
field February 14, 2000.

(4)  Incorporated by reference to the exhibits filed with the Company's  Current
Report on Form 8-K dated March 1, 2002.

(5) Incorporated by reference to the exhibits filed with the Company's Report on
Form 10-KSB for year ended December 31, 2001.

(6) Filed with the initial filing of the Registration  Statement on Form SB-2 on
July 29, 2002.

(7) Filed with  Amendment No. 1 to this  Registration  Statement on December 23,
2002.

(8) Filed as an exhibit to the Company's Form 10-KSB for the year ended December
31, 2002 and filed with the Commission

(9) Filed as an  exhibit  to the  Company's  Form  10-KSB/A  for the year  ended
December 31, 2002 and filed with the Commission

(10) Filed with Amendment No. 4 to this Registration Statement on June 30, 2003.

<PAGE>

                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                  Resolve Staffing, Inc., a Nevada Corporation




           Dated: April [  ], 2004              By: /s/ Ronald Heineman
                                                    ----------------------------
                                                    Ronald Heineman
                                                    Chief Executive Officer

           Dated: April [  ], 2004              By: /s/ Michael Knox
                                                    ----------------------------
                                                    Michael Knox
                                                    Chief Financial Officer


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

SIGNATURE                     TITLE                               DATE




/s/Ronald Heineman               Chief Executive Officer          April [], 2004
-------------------------        and Director
Ronald Heineman

/s/Don Quarterman                President and Director           April [], 2004
-------------------------
Don Quarterman

/s/William Brown                 Director                         April [], 2004
-------------------------
William Brown