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, 2004.

                                    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.


               3235 Omni Dr., Cincinnati, OH 45245, (800) 894-4250
          (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 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, 2004 were $1,666,897.

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 March 20, 2005, the registrant had 14,539,101  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 factors are discussed
in Management's  Discussion and Analysis of Financial  Conditions and Results of
Operations.   Throughout  this  report,   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.

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.

On February 7, 2005 Resolve  Staffing,  Inc.,  entered into an asset acquisition
agreement  ("Agreement")  with ELS,  Inc.,  ("ELS")  a  company  owned by Ronald
Heineman,  the  Company's  Chief  Executive  Officer.  Pursuant to the Agreement
Resolve Staffing,  Inc., acquired a total of 10 employee staffing locations from
ELS. The  acquisition  of these new locations is  anticipated  to  significantly
expand the geographic scope of the Company's operations.

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 our current markets.  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 an asset purchase, 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.  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,  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.

<PAGE>

(b) BUSINESS OF ISSUER

                                     GENERAL

The Company is engaged in providing  human  resource  services  (which  includes
recruiting,  training,  and  placement of temporary  personnel)  focusing on the
professional,  clerical,  administrative and light industrial staffing market on
March 20,  2005 we had 1,108  employees,  of whom 1,103 were  flexible  staffing
personnel  and  5  were  employed  in  sales,   administrative   and  management
capacities. We have approximately 144 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 temporary staffing industry consists of a number of
sectors  focusing on business  needs that vary widely in duration of  assignment
and  level  of  technical  specialization.   We  operate  primarily  within  the
short-term,  light  industrial  and  clerical  area  of the  temporary  staffing
industry.

                                COMPANY SERVICES

Resolve  Staffing  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 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
         Resolve   Staffing   service   employees  for  payroll  and  attendence
         record-keeping,  payroll  tax  deposits,  payroll  tax  reporting,  all
         federal,  state,  and 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 our 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,  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.
Our employees will, on average, work a 40 hour work week for a client, and will,
on average,  work for 2 employers per month. It is estimated that employees will
work an average of 14 days per month.  Our service  specializes  in clerical and
light industrial staffing. 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.

                               SALES AND MARKETING

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

<PAGE>

                                     CLIENTS

Our clients  represent a cross-section of the industrial  sector,  of which only
one 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 staffing clients do not sign long-term
contracts.  We are not  dependent  on any one  customer in any of the markets we
serve.

                                   COMPETITION

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

We believe that several factors contribute to obtaining and retaining clients in
the  professional,  clerical,  administrative,  and  light  industrial  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.  At
December 31, 2003, payroll taxes for the fourth quarter of 2003 were past due in
the amount of  $71,453.  These  amounts  were paid in full in January  2004.  At
December  31,  2004,  the  Company is up to date with its  various  payroll  tax
liabilities.

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  ("ERISA").  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,

<PAGE>

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.

ITEM 2. DESCRIPTION OF PROPERTY.

Resolve  leases 1,056 square feet of office space  located at 105 N.  Falkenburg
Rd., Suite B., Tampa, FL 33619.  The current monthly lease rate is $1,106.00 per
month,  plus  applicable  Florida sales tax. The lease expires June 30, 2005 and
Resolve has an option to renew for two additional three year periods.

Our offices are adequate for our present level of  operations.  In the future we
anticipate  that we will need  additional  facilities in which to centralize our
accounting,  training,  human  resources,  risk  management  and executive  work
activities. We anticipate that we will also require larger scale data processing
and network communication capabilities,  in order to facilitate the assimilation
of acquired  companies into our methods of operating and  accounting  standards,
and to provide customers with state-of-the-art service and support.

ITEM 3. LEGAL PROCEEDINGS.

While we are not  aware of any  outstanding  legal  proceedings,  we may  become
involved in lawsuits and legal proceedings which arise in the ordinary course of
business.  Litigation is subject to inherent  uncertainties  and adverse results
may arise, which may harm our business

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

On  August  20,  2004,  the  Board  of  Directors,  with a  written  consent  of
shareholders,  approved a one for five  reverse  split of the  Company's  common
stock. An Information Statement was mailed on or about November 30, 2004, to the
holders of record at the close of business on November 25,  2004,  of the common
stock,  $.0001 par value per share  (the  "Common  Stock") of Resolve  Staffing,
Inc., in connection  with action by written consent to authorize and approve the
filing of an  amendment  to the  Company's  Articles of  Incorporation,  for the
purpose of effecting:(i) a reverse stock split of the outstanding  shares of the
Company's  Common Stock on a one-for-five  basis,  with no fractional  shares to
issue for any  uneven or odd  number  of  shares.  The  reverse  split  shall be
accomplished by using rounding up principals  rather than issuing any fractional
shares of common stock or cash in lieu of fractional  shares;  (ii)  maintaining
the par value of the Company's Common Stock at $.0001; and (iii) maintaining the
current  number of shares of Common Stock the Company is  authorized to issue at
50,000,000.  The members of the Board of Directors and three shareholders owned,
or had voting authority, representing approximately 73% of the total outstanding
votes of all issued and outstanding  shares of the Company's Common Stock.  Such
votes were  sufficient  to approve the action on the record date of November 25,
2004. The reverse split was effected on December 28, 2004.

<PAGE>

                                     PART II

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

                            MARKET FOR COMMON EQUITY

The Company's  common stock has been quoted and traded on a limited and sporadic
basis on the OTC Bulletin  Board  operated by the NASD under the trading  symbol
"RSFF".  The limited and sporadic trading does not constitute,  nor should it be
considered, an established public trading market for the Company's common stock.
Furthermore  due to  limited  and  sporadic  trading,  the  market  value of the
Company's common stock held by non-affiliates can not be estimated.

As of March 20, 2005, there were 851,320 stock warrants outstanding to which are
due to expire on June 30, 2007.  Each warrant has an exercise price of $0.75 per
share. All stock warrants are fully vested and exercisable.

As of March 20, 2005,  management  believes there to be approximately 82 holders
of record of our common  stock,  holding in aggregate  14,535,897  shares of the
Company's  restricted  common  stock and 3,204  shares of the  Company's  common
stock. The Company's outstanding common stock does not include 400,000 shares of
restricted  common stock that were released to an escrow agent as collateral for
the Company's line of credit from ELS, Inc. (a company owned by Ronald Heineman,
the Company's Chief Executive Officer).

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.

                         EQUITY COMPENSATION INFORMATION

During 2004 the Company  issued  216,001  shares of  restricted  commons  stock,
valued at $162,001  representing  the market value of such shares based upon the
most recent sales at the time of issue. These shares were issued as compensation
under a  consulting  agreement  between  the  Company  and the  Company's  Chief
Executive Officer.

During 2004 the Company also charged $33,483 to operations for the  amortization
of unearned stock compensation issued in the prior year.

The following table shows certain compensation information for services rendered
in all capacities  for the last three fiscal years,  for each person that served
as  our  Chief  Executive   Officer.   With  the  exception  of  Wanda  Dearth's
compensation  in fiscal 2003, no executive  officer's  salary and bonus exceeded
$100,000 in any of the applicable years.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
------------------------ -------- --------- --------- ---------------- -------------------- ----------- ---------- ---------------
NAME & PRINCIPAL                                          ANNUAL        OTHER RESTRICTED      OPTIONS     LTIP         ALL OTHER
   POSITION               YEAR     SALARY    BONUS     COMPENSATION       STOCK REWARDS        SARs      PAYOUTS     COMPENSATION
------------------------ -------- --------- --------- ---------------- -------------------- ----------- ---------- ---------------
<S>                       <C>       <C>        <C>           <C>             <C>                <C>         <C>           <C>
Charles Lincoln,          2002           0     0             0                     0            0           0             0
CEO (1)                   2003           0     0             0                     0            0           0             0
                          2004           0     0             0                     0            0           0             0
------------------------ -------- --------- --------- ---------------- -------------------- ----------- ---------- ---------------
Donald E. Quarterman,     2002       3,000     0             0                     0            0           0             0
President (2) (3)         2003           0     0             0                     0            0           0             0
                          2004           0     0             0                     0            0           0             0
------------------------ -------- --------- --------- ---------------- -------------------- ----------- ---------- ---------------
Wanda Dearth,             2002           0     0             0                     0            0           0             0
CEO (4)                   2003      72,720     0             0                38,500            0           0             0
                          2004           0     0             0                     0            0           0             0
------------------------ -------- --------- --------- ---------------- -------------------- ----------- ---------- ---------------
Ron Heineman,             2002           0     0             0                     0            0           0             0
CEO (5)                   2003           0     0             0                39,200            0           0             0
                          2004           0     0             0               162,001            0           0             0
------------------------ -------- --------- --------- ---------------- -------------------- ----------- ---------- ---------------
</TABLE>

(1)  Appointed December 12, 2001; resigned March 18, 2002.
(2)  Appointed December 2, 2002; resigned September 22, 2004.
(3)  Assumed the duties of acting Chief Executive Officer from December 4, 2002
     to February 7, 2003.
(4)  Appointed February 7, 2003; terminated December 26, 2003.
(5)  Appointed February 7, 2004 to present day.

<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, 2004 TO YEAR
ENDED DECEMBER 31, 2003.

Service revenues for the year ended December 31, 2003 compared to 2004 increased
from  $1,105,798  to  $1,666,897,  a 51%  increase,  reflecting  an  increase in
business and our aggressive marketing efforts. This growth is attributable to an
increase  in sales with our  existing  clients as well as the  expansion  of our
customer base. These increases are attributable to both our increased  marketing
efforts and leadership of our experienced management team.

Cost of services  increased  from  $835,550 in 2003 to  $1,277,507,  in 2004, an
increase  of 53% from the prior  year.  This  increase  is  consistent  with our
increase in revenues.  Our gross margin decreased slightly,  from 24% in 2003 to
23% in 2004.  This  decrease  is  attributable  to a minor  increase  in payroll
expenses.

Legal and  professional  expense  decreased from $261,813 in 2003 to $159,707 in
2004, or a 39%  decrease.  Legal and  professional  expenses were higher in 2003
than 2004 due to the completion of our SB2 registration, in 2003.

Salaries and benefits  increased from $219,648 in 2003 to $341,130 in 2004, or a
55% increase, primarily attributed to an increase in administrative compensation
and additional sales staff.  Salaries and benefits have also increased due to an
increase in compensation to our corporate officers.

Administrative  expenses increased from $106,585 in 2003 to $138,580, in 2004 or
a 30% increase.  This increase is  attributable  to an increase in directors and
officers insurance.

Taxes and licenses  decreased  from $19,581 in 2003 to $14,655 in 2004, or a 25%
decrease,  reflecting  a decrease in payroll  taxes  expense  for our  corporate
officers.

Rent  expense  increased  from  $13,752  in 2003 to  $15,846  in 2004,  or a 15%
increase, reflecting an annual increase in our monthly lease rate.

Advertising expense decreased slightly from $10,833 in 2003 to $10,319 in 2004.

Travel and  entertainment  decreased from $8,360 in 2003 to $2,684 in 2004, or a
68% decrease, reflecting a decrease in Resolve's attendance at staffing industry
conventions and seminars.

Interest  expense  decreased  from  $16,249,  in 2003 to $15,406 in 2004 or a 5%
decrease.  The decrease  was  attributable  to an increase in funding  through a
related party, non-interest bearing line of credit.

No provision  for income taxes have been  reflected or recorded in the financial
statements. We incurred a net loss of $(308,937) for the year ended December 31,
2004 as a result of the  matters  discussed  above.  This  represents  a $77,636
decrease  in net loss from  2003.  Losses  to date can be used to offset  future
taxable income, assuming the Company becomes profitable in the future.

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
$(295,370) and $(279,556),  respectively,  as of December 31, 2004. 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.

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.

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 400,000 shares of common
stock that were  released to an escrow agent,  but not issued for  accounting or

<PAGE>

reporting  purposes.  As of December 31, 2004, Resolve had a balance of $190,141
outstanding.  Balances due under the credit agreement were originally due May 8,
2004, but the agreement was extended on a month-to-month basis, and provided for
an additional $100,000 in borrowings. On June 1, 2004, the agreement was amended
to extend the line to a maximum of $500,000.

For the year ended December 31, 2004 we incurred a net loss of $308,937. Of this
loss,  $209,661  did  not  represent  the  use of  cash.  Non-cash  expenditures
consisted  predominantly of stock-based  compensation in the amount of $195,483.
Changes in operating assets and  liabilities,  excluding the change in allowance
for  doubtful  accounts  brought the total cash used by  operations  to $91,073.
Additionally we used $1,784 to purchase a new computer during 2004.

We expect our operating  expenses to increase  significantly in the future as we
continue to grow our business through both  acquisitions and internal growth. We
hope our expenses will be funded by our existing  Line of Credit,  as previously
detailed,  and from  operations;  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  effective July 8, 2002 for
1,056 square feet of office space, pursuant to a three-year lease agreement with
an  unrelated  landlord,  expiring  June 30,  2005 at  $1,106  per  month,  plus
applicable  Florida  sales  tax.  We have the  option to renew the lease for two
successive  terms under the same terms and  conditions as the original lease and
anticipate exercising the first of these two options.

The future non-cancellable lease payments under this lease are as follows:

                        2005             $  13,272
                        2006                13,272
                        2007                13,272
                        2008                 6,636
                                         ---------
                        Total            $  46,452
                                         =========

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 400,000 shares of common
stock that were  released to an escrow agent,  but not issued for  accounting or
reporting  purposes.  As of December 31, 2004, Resolve had a balance of $190,141
outstanding.  Balances due under the credit agreement were originally due May 8,
2004, but the agreement was extended on a month-to-month basis, and provided for
an additional $100,000 in borrowings. On June 1, 2004, the agreement was amended
to extend the line to a maximum of $500,000.

<PAGE>

                                  RISK FACTORS

INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT IN OUR COMMON STOCK AND SINCE 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  particularly  to those
catering to small to medium  businesses.  Since we do not have a lengthy history
in the staffing business,  prospective  investors do not have a historical basis
from which to evaluate our performance.

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

We have incurred net losses from operations in each quarter since inception. Our
net loss for the fiscal  year ended  December  31, 2004 was  $308,937  and as of
December  31,  2004 had an  accumulated  deficit  of  $1,441,097.  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. We have significantly
increased  revenues  through  our  recent  acquisition.  However,  there  is  no
guarantee that this will result in 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 is our Line of Credit with ELS,
Inc. As of December  31,  2004,  Resolve had a balance of $190,141  outstanding.
Balances due under the credit agreement were originally due May 8, 2004, but the
agreement was extended on a month-to-month basis, and provided for an additional
$100,000 in borrowings. On June 1, 2004, the agreement was amended to extend the
line to a maximum of $500,000.  There is no guarantee  that the Company will not
default or that the  financing  will not be revoked or  extended  in the future.

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

As an  employer,  we are subject to all  federal,  state and local  statutes and
regulations  governing  our  relationships  with  our  employees  and  affecting
businesses generally, including our employees assigned to work at client company
locations (sometimes referred to as worksite employees).  Professional  employer
organizations  ("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,  AND WILL RESULT IN AN INCREASE IN 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
other payroll cost 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
as we may lose  customers.  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 THE CLIENTS' WORK PLACE
LOCATION EVEN THOUGH 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 the risk of potential  litigation based on claims
by our  customers,  of  employee  misconduct  or  negligence,  and claims by our
employees, of discrimination or harassment, including claims relating to actions
of our customers. Temporary staffing companies, such as ours may also be subject
to claims related to the inadvertent  employment of illegal aliens or unlicensed
personnel, and payment of workers' compensation claims and other similar claims.
Due to our employees  working at the worksite of our  customers,  we may be held
responsible  for the  actions  at a  customer's  job site which is 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  a  sufficient  number  of
qualified  personnel  to satisfy  the needs of our  customers.  We may also 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 have an existing Credit Line of $500,000.  This credit line is currently
on a  month-to-month  basis.  There is no  guarantee  that the Company  will not
default or that the financing will not be revoked or extended in the future.  We
currently have no other 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

We have acquired  companies  and in the future,  we intend to continue 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 tasks, 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  99.5% 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 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 20,  2005,  we had  14,539,101  shares of common  stock  issued  and
outstanding. We also have 851,320 shares issuable upon exercise of our warrants.
The warrants  are due to expire on June 30,  2007.  Each warrant has an exercise
price of $.75 per share price. All stock warrants are  exercisable.  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 a
dilution to the interests of other stockholders.

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

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

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

As with  our  recent  acquisition,  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. As with our recent  acquisition,  existing
management may lose control and existing shareholders may experience significant
dilution.

<PAGE>

ITEM 7. FINANCIAL STATEMENTS.


                             RESOLVE STAFFING, INC.
           FORM 10-KSB FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


                          INDEX TO FINANCIAL STATEMENTS

Report of PKF

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

Consolidated Balance Sheets as of December 31, 2004 and 2003

Consolidated Statements of Operations for the years ended December 31,
2004 and 2003

Consolidated Statements of Stockholders' Deficit for the years ended
December 31, 2004 and 2003

Consolidated Statements of Cash Flows for the years ended December 31,
2004 and 2003

Notes to Consolidated Financial Statements


<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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


We have audited the accompanying consolidated balance sheet of Resolve Staffing,
Inc. and  Subsidiary  (the  "Company") as of December 31, 2004,  and the related
consolidated statements of operations, stockholder's 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 have  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
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  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 consolidated financial position of Resolve
Staffing,  Inc. and  Subsidiary  as of December 31, 2004,  and the  consolidated
results of its operations and cash flows for the year then ended,  in conformity
with accounting principles generally accepted in the United States of America.


March 18, 2005                                  PKF
San Diego, California                           Certified Public Accountants
                                                A Professional Corporation

<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 consolidated 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 the
subsection  entitled  "Liquidity  and  Management's  Plans"  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.

As  discussed  in  the  subsection  entitled  "Stock  Split"  in  Note  A to the
consolidated financial statements, the consolidated financial statements for the
year ended  December  31,  2003 have been  restated  to give effect to a 1 for 5
reverse stock split.

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

Tampa, Florida

May 19, 2004, except for the subsection entitled "Stock Split" in
  Note A, as to which the date is December 28, 2004

<PAGE>

                      RESOLVE STAFFING, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
ASSETS                                                           2004           2003
                                                             -----------    -----------
CURRENT ASSETS:                                                              (Restated)
<S>                                                          <C>            <C>
    Cash and cash equivalents                                $     6,108    $        --
    Accounts receivable, net of allowance for doubtful
         accounts of $8,264 for 2004 and $4,500 for 2003         165,925        116,723
    Prepaid and other assets                                      11,675         20,982
                                                             -----------    -----------
        Total current assets                                     183,708        137,705
                                                             -----------    -----------

PROPERTY AND EQUIPMENT:
    Property and equipment                                        44,652         44,763
    Less: Accumulated depreciation                               (28,838)       (20,470)
                                                             -----------    -----------
        Net property and equipment                                15,814         24,293
                                                             -----------    -----------

TOTAL ASSETS                                                 $   199,522    $   161,998
                                                             ===========    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts payable and accrued liabilities                 $    87,120    $    62,987
    Accrued salaries and payroll taxes                            21,217         92,764

    Notes payable                                                 89,100         81,000

    Notes payable - related parties                              281,641         91,500
                                                             -----------    -----------
        Total current liabilities                                               328,251
                                                                 479,078
                                                             -----------    -----------

COMMITMENTS AND CONTINGENCIES (NOTE H)

STOCKHOLDERS' DEFICIT:
    Common stock, $.0001 par value, 50,000,000 shares
      authorized, issued and outstanding: 2004 -
      1,539,101 shares; 2003 - 1,322,901 shares                      154            132
    Paid-in capital                                            1,161,387        999,258
    Unearned stock compensation                                       --        (33,483)
    Accumulated deficit                                       (1,441,097)    (1,132,160)
                                                             -----------    -----------
             Total stockholders' deficit                        (279,556)      (166,253)
                                                             -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                  $   199,522    $   161,998
                                                             ===========    ===========
</TABLE>

                             See accompanying notes.

<PAGE>

                      RESOLVE STAFFING, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


                                                         2004           2003
                                                     -----------    -----------
                                                                     (Restated)
STAFFING SERVICES REVENUE                            $ 1,666,897    $ 1,105,798

COST OF STAFFING SERVICES REVENUE                      1,277,507        835,550
                                                     -----------    -----------

GROSS PROFIT                                             389,390        270,248

OPERATING EXPENSES:
     Legal and professional fees                         159,707        261,813
     Salaries and benefits                               341,130        219,648
     Administrative expenses                             138,580        106,585
     Taxes and licenses                                   14,655         19,581
     Rent expense                                         15,846         13,752
     Advertising                                          10,319         10,833
     Travel and entertainment                              2,684          8,360
                                                     -----------    -----------
           Total operating expenses                      682,921        640,572
                                                     -----------    -----------

 LOSS FROM OPERATIONS                                   (293,531)      (370,324)

OTHER INCOME (EXPENSE):
      Interest expense                                   (15,406)       (16,249)
                                                     -----------    -----------
          Other income (expenses), net                   (15,406)       (16,249)
                                                     -----------    -----------

NET LOSS                                             $  (308,937)   $  (386,573)
                                                     ===========    ===========

NET LOSS PER SHARE
     Basic and diluted                               $      (.21)   $      (.34)
                                                     ===========    ===========

WEIGHTED AVERAGE NUMBER OF SHARES USED IN
NET LOSS PER SHARE COMPUTATION:
     Basic and diluted                                 1,493,901      1,121,594
                                                     ===========    ===========



                             See accompanying notes.

<PAGE>

                      RESOLVE STAFFING, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

<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, 2002               964,201    $      96    $   737,576    $      --    $  (745,587)   $    (7,915)
Issuance of common stock for
  services--Consultants                  190,000           19        132,981     (133,000)            --             --
Issuance of common stock for
  services--Employees                    151,000           15        105,685     (105,700)            --             --
Issuance of common stock for
  services                                12,700            1          8,518       (8,519)            --             --
Conversion of debentures to
  common stock                             5,000            1          2,498           --             --          2,499
Donated services                              --           --         12,000           --             --         12,000
Amortization of deferred stock
  compensation                                --           --             --      213,736             --        213,736
Net loss                                      --           --             --           --       (386,573)      (386,573)
                                     -----------    ---------    -----------    ---------    -----------    -----------
BALANCE, DECEMBER 31, 2003
(RESTATED AS TO REVERSE STOCK
SPLIT DESCRIBED IN NOTE A)             1,322,901          132        999,258      (33,483)    (1,132,160)      (166,253)
                                     -----------    ---------    -----------    ---------    -----------    -----------

Issuance of common stock for
  services--officers and directors       216,000           22        161,979           --             --        162,001
Issuance of common stock for
  extension of notes payable                 200           --            150           --             --            150
Amortization of deferred stock
  compensation                                --           --             --       33,483             --         33,483
Net Loss                                                                                        (308,937)      (308,937)
                                     -----------    ---------    -----------    ---------    -----------    -----------
BALANCE DECEMBER 31, 2004              1,539,101    $     154    $ 1,161,387    $      --    $(1,441,097)   $  (279,556)
                                     ===========    =========    ===========    =========    ===========    ===========
</TABLE>

                             See accompanying notes.


<PAGE>

                      RESOLVE STAFFING, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                    2004           2003
                                                                -----------    -----------
<S>                                                             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                    $  (308,937)   $  (386,573)
    Adjustments to reconcile net loss to net cash flows
    used in operating activities:
        Stock-based compensation                                    195,483        213,736
        Stock issued for extension of promissory notes                  150             --
        Contributed services                                             --         12,000
        Depreciation                                                  8,368          6,455
        Change in allowance for doubtful accounts                     3,764             --
        Loss on disposal of property and equipment                    1,896             --
        Changes in operating assets and liabilities:
          Accounts receivable                                       (52,966)       (27,049)
          Prepaid and other assets                                    9,307         61,808
          Accounts payable and accrued liabilities                   24,133          4,954
          Accrued salaries and payroll taxes                        (71,547)        81,961
                                                                -----------    -----------
           Total adjustments                                        118,588        353,865
                                                                -----------    -----------

    Net cash flows used in operating activities                    (190,349)       (32,708)
                                                                -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchases of property and equipment                              (1,784)       (16,381)
                                                                -----------    -----------
    Net cash flows used in investing activities                      (1,784)       (16,381)
                                                                -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from line of credit                                     8,100          1,000
     Loan from stockholders, net                                    190,141         56,740
     Repayments of debenture payable                                     --         (8,651)
                                                                -----------    -----------
     Net cash flows provided by financing activities                198,241
                                                                                    49,089
                                                                -----------    -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                             6,108             --

CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR                         --             --
                                                                -----------    -----------

CASH AND CASH EQUIVALENTS, END OF THE YEAR                      $     6,108    $        --
                                                                ===========    ===========
</TABLE>


                             See accompanying notes.

<PAGE>

                      RESOLVE STAFFING, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE A - NATURE OF OPERATIONS,  LIQUIDITY AND MANAGEMENT'S 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. During 2004, the Company's subsidiary,  Integra, had
no operations.

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 $295,370 and $279,556,  respectively, as of December
31, 2004. In addition,  the Company has incurred substantial losses and has been
dependent  upon the  financial  support of  stockholders,  management  and other
related parties.

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 Company's 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 the 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, 2004 AND 2003

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

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,  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,  2004 and 2003 was $3,764 and $0 respectively.

CONCENTRATION OF CREDIT RISK

Financial  instruments,  which  potentially  expose Resolve to concentrations of
credit risk, consist principally of trade accounts receivable.

Resolve's  trade  accounts  receivable  result from the sale of its  services to
customers,  and customers  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 analyzes historical
bad debt, customer concentrations, customer credit-worthiness,  current economic
trends,  and  changes  in  customer  payment  tendencies,  when  evaluating  the
allowance  for  doubtful  accounts.  As of  December  31,  2004,  two  customers
accounted for approximately  30.4% and 13.2% of gross accounts  receivable,  and
one customer  accounted  for  approximately  11.6% of revenue for the year ended
December 31, 2004.

The Company is obligated to pay the salaries,  wages, 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, 2004 and 2003 do not differ materially from the aggregate  carrying value of
its financial  instruments  recorded in the  accompanying  consolidated  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  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 the
straight line method and estimated useful 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  did not have  direct-response
advertising costs during the years ended December 31, 2004 and 2003.

STOCK SPLIT

On  December  28,  2004,  the  Company  effected  a reverse  stock  split of the
Company's common stock on a 1 for 5 basis. The Company  maintained the par value
of the  Company's  common  stock at $0.0001  and also  maintained  the number of
shares of  common  stock  the Company  is  authorized  to  issue at  50,000,000.

<PAGE>

                      RESOLVE STAFFING, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

STOCK SPLIT (CONTINUED)

The accompanying  financial  statements as of December 31, 2003 and for the year
then ended have been  restated to give effect to the reverse stock split for all
periods presented.

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 ("SFAS 148"). Accordingly, compensation
costs for stock options and warrants are measured as the excess,  if any, of the
fair  value of the 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 assets represent the expected benefits from net
operating losses carried forward 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  average  number  of
outstanding shares of the Company's common stock for each period presented.  The
weighted  average number of shares  excludes  851,320 common stock  equivalents,
representing  warrants [that were outstanding as of December 31, 2004 and 2003],
since the effect of including them would be anti-dilutive.

RECENT ACCOUNTING PRONOUNCEMENTS

In April 2003, the Financial  Accounting  Standards Board (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

<PAGE>

                      RESOLVE STAFFING, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

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.

Effective   as  of  December  31,   2004,   the  Company   adopted  the  revised
interpretation  of FASB  Interpretation  No.  46  (FIN  46),  "Consolidation  of
Variable Interest Entities," (FIN 46-R). FIN 46-R requires that certain variable
interest  entities be consolidated  by the primary  beneficiary of the entity if
the  equity  investors  in the  entity  do not  have  the  characteristics  of a
controlling  financial interest or do not have sufficient equity at risk for the
entity to finance  its  activities  without  additional  subordinated  financial
support  from  other  parties.  The  Company  does not have any  investments  in
entities it believes are variable interest entities for which the Company is the
primary beneficiary.

In December 2004,  FASB issued SFAS No. 123 (revised 2004) "Share Based Payment"
(SFAS No. 123R),  a revision to Statement No. 123,  Accounting  for  Stock-Based
Compensation which supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees.  The revised SFAS 123 eliminates the  alternative to use Opinion 25's
intrinsic  value  method  of  accounting  and,  instead,  requires  entities  to
recognize  the cost of employee  services  received  in  exchange  for awards of
equity  instruments  based  on  the  grant-date  fair  value  of  those  awards.
Furthermore,  public  entities are required to measure  liabilities  incurred to
employees in share-based payment  transactions at fair value as well as estimate
the number of  instruments  for which the  requisite  service is  expected to be
rendered.  Any incremental  compensation cost for a modification of the terms or
conditions of an award is measured by comparing the fair values before and after
the modification.  The Company has yet to determine the effect SFAS No. 123R may
have on its financial statements, if any.

RECLASSIFICATIONS

Certain  amounts  in  the  2003  consolidated  financial  statements  have  been
reclassified to conform with the  presentation  in 2004. Such  reclassifications
are not considered material to the financial statements.

NOTE B - PROPERTY AND EQUIPMENT

Property  and  equipment  as of  December  31,  2004 and 2003 is  summarized  as
follows:

                                                2004            2003
                                            -----------     -----------
     Computer software                         $12,672         $14,567
     Computers                                  14,209          12,425
     Furniture and fixtures                      5,079           5,079
     Office equipment                           12,692          12,692
                                            -----------     -----------
     Total property and equipment               44,652          44,763
     Less, accumulated depreciation            (28,838)        (20,470)
                                            -----------     -----------
     Net property and equipment                $15,814         $24,293
                                            ===========     ===========

Depreciation  expense for the years ended  December 31, 2004 and 2003 was $8,368
and $6,455, 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  5,000  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.

<PAGE>

                      RESOLVE STAFFING, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

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  maturity  has  been  verbally  extended  on a
month-to-month basis.

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.  The line of credit  was  secured  by  Resolve's  general  credit  and was
personally  guaranteed by William A. Brown,  a director and  shareholder  of the
Company.  Resolve  had drawn  $41,000 on the line of credit as of  December  31,
2003.

On December 27, 2004, the Company entered into an agreement with Mercantile Bank
to convert the line of credit into a promissory  note,  with a maturity  date of
June 30,  2005.  Interest  is payable on this note at a rate of 8.25% per annum.
The note is secured  by  Resolve's  general  credit  and has been  co-signed  by
William A. Brown, a director and shareholder of the Company.  As of December 31,
2004, Resolve has a principal balance of $49,100 outstanding.

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

See Note D - Related Party Balances and Transactions,  for information about the
Note Payable to William Brown.

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 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 includes borrowings of $91,500 from William Brown,
a director and shareholder. The underlying note bears interest at 5% and was due
on March 31,  2004.  The Company has a verbal  agreement  to extend the maturity
date on a month-to-month basis.

On February 7, 2003,  the Board of Directors  approved a one year agreement with
Pinnacle  Corporate  Services,  LLC.,  ("Pinnacle"),  a company  owned by Donald
Quarterman,  a company  director and major  shareholder.  Under the terms of the
agreement, Resolve agreed to issue Pinnacle a total of 190,000 restricted shares
of the Company's  $0.0001 par value common stock.  The total value of restricted
common stock issued under this agreement was $133,000,  representing  the market
value of such  shares  based  upon  recent  sales.  (See Note G -  Stockholders'
Equity).

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 400,000 shares of common
stock that were  released to an escrow agent,  but not issued for  accounting or
reporting  purposes.  As of December 31, 2004, Resolve had a balance of $190,141
outstanding.  Balances due under the credit agreement were originally due May 8,
2004, but the agreement was extended on a month-to-month basis, and provided for
an additional $100,000 in borrowings. On June 1, 2004, the agreement was amended
to extend the line to a maximum of $500,000.

<PAGE>

                      RESOLVE STAFFING, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE D - RELATED PARTY BALANCES AND TRANSACTIONS (CONTINUED)

On December 29, 2003, Resolve entered into a six month consulting agreement with
Ronald Heineman,  the Company's Chief Executive Officer, to provide Resolve with
the following  services:  development of a business plan and strategic marketing
plan;  enhancement  of the  Company's  revenue base through the  recruitment  of
additional staffing personnel;  development of an acquisition based growth plan;
development and implementation of an investor relations strategy;  the provision
of  back  office  administrative  and  sales  support;  as  well  as  day to day
management  oversight  of  the  Company's  personnel.  Under  the  terms  of the
agreement  Resolve  agreed  to  issue  Ronald  Heineman  200,000  shares  of the
Company's  common  stock.  On June 1,  2004,  Resolve  extended  the  consulting
agreement  with Ronald  Heineman  through to December 31, 2004,  for  additional
compensation  of 72,000  shares of common  stock.  Resolve has issued a total of
272,000  shares  of  common  stock  valued  at  $201,201  during  2003 and 2004,
representing the market value of such shares based upon the most recent sales.

NOTE E - INCOME TAXES

For income tax purposes  Resolve had $1,010,540 of net operating  losses carried
forward from prior years,  which can be used to offset future  federal and state
taxable  income  through fiscal 2019. No income tax benefit has been recorded in
the accompanying  consolidated  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 as of December 31, 2004
and 2003 is estimated as follows:

                                                         2004           2003
                                                      ----------    ----------
       Future tax benefit of net operating losses     $  354,000    $  245,561
       Valuation allowance                              (354,000)     (245,561)
                                                      ----------    ----------
       Future tax benefit                             $       --    $       --
                                                      ==========    ==========

At  December  31,  2004 and 2003,  no deferred  tax assets or  liabilities  were
recorded in the accompanying  consolidated  financial statements.  The Company's
effective  tax rate  differs from the  statutory  rates  associated  with taxing
jurisdictions  because of  changes in the  valuation  allowance.  The  valuation
allowance  at December 31, 2004 and 2003,  increased  by $108,439;  and $176,254
from December 31, 2003 and 2002, respectively.

NOTE F - CASH FLOW SUPPLEMENTAL INFORMATION

Cash  paid for  interest  during  the years  ended  December  31,  2004 and 2003
amounted to $10,831 and $13,186 respectively.

During the year ended  December 31, 2004,  the following  non-cash  transactions
were recorded:

      1.    Resolve issued 216,000 shares of restricted common stock,  valued at
            $162,001, to an officer for compensation.

      2.    Resolve  issued 200 shares of common stock,  valued at $150, for the
            extension of a Note Payable to an unrelated party.

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

      3.    Resolve's  officers  waived  salaries  for  services  to the Company
            valued at $12,000.

      4.    Resolve  issued  190,000  shares  of  common  stock to the  Pinnacle
            Corporation valued at $133,000, in exchange for consulting services.

      5.    Resolve issued 5,000 shares of common stock to debenture  holders in
            exchange for $2,499 in principal  amount of  debentures  at $.50 per
            share.

      6.    Resolve issued  151,000 shares of restricted  common stock valued at
            $105,700 to officers  for  compensation.  7. Resolve  issued  12,700
            shares of common stock, valued at $8,519 to employees for services.

<PAGE>

                      RESOLVE STAFFING, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE G - STOCKHOLDERS' EQUITY

ISSUANCES OF COMMON STOCK

On February 7, 2003, the Board of Directors  approved a one-year  agreement with
Pinnacle  Corporate  Services,  LLC.,  ("Pinnacle")  a  company  owned by Donald
Quarterman,  a company director and major  shareholder,  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  advice and consult
with Resolve  concerning  management,  products and  services.  According to the
agreement, Resolve agreed to issue Pinnacle a total of 190,000 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 190,000 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 55,000 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.

During 2003,  Resolve issued 12,700 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 various consulting services.

As more fully discussed in Note C - Convertible Debentures and Notes Payable, on
June 25, 2003,  the Company  issued 5,000 shares of its common stock in exchange
for the debentures converted.

On December 29, 2003,  Resolve  issued  40,000 shares of its  restricted  common
stock to stock to Michael  Knox,  as  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,
2003.

On December 29, 2003,  Resolve  issued 56,000 shares of common stock,  valued at
$39,200,  representing  the market value of such shares based upon recent sales,
to Ronald  Heineman the  Company's  Chief  Executive  Officer under a consulting
agreement that also provides for future stock issuances. The stock was issued as
follows:  20,000 shares upon execution of the Agreement,  plus the first month's
compensation  of 36,000 shares;  on February 2, 2004,  36,000 shares,  valued at
$27,000;  on March 1, 2004,  36,000 shares valued at $27,000;  on April 1, 2004,
72,000 shares,  valued at $54,000; and on June 1, 2004, 72,000 shares, valued at
$54,001. (See Note D - Related Party Balances and Transactions).

On  December  29,  2003,  Resolve  pledged  400,000  shares of  common  stock as
collateral  for a Line of Credit to ELS,  Inc.  ELS,  Inc. is a company owned by
Ronald Heineman.

On June 30,  2004,  Resolve  issued 200 shares of common  stock  valued at $150,
representing the market value of such shares based upon recent sales, to Barbara
Green,  an  unrelated  individual,  as  consideration  for the  extension of the
Company's note payable.

Compensation  and consulting  expense related to common stock issuances in 2003,
noted above, were amortized over the benefited  periods.  During the years ended
December 31, 2004 and 2003,  amortization of deferred  compensation  amounted to
$33,483 and $213,736, respectively.

COMMON STOCK WARRANTS

As of December 31, 2004 and 2003 there were 851,320 stock  warrants  outstanding
which are due to expire on June 30, 2007.  Each warrant has an exercise price of
$.75 per share price. All stock warrants are exercisable.

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

<PAGE>

                      RESOLVE STAFFING, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

EQUITY INCENTIVE PLAN (CONTINUED)

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 600,000 and to permit the
issuance of unrestricted shares. No shares have been issued under this plan.

NOTE H - COMMITMENTS AND CONTINGENCIES

OPERATING LEASES

On June 14, 2002,  Resolve  entered into a lease  agreement,  effective  July 8,
2002,  for 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 and  anticipates  exercising the first of these
two options.

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

                        2005             $  13,272
                        2006                13,272
                        2007                13,272
                        2008                 6,636
                                         ---------
                        Total            $  46,452
                                         =========

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 claiming $305,000,  plus certain  indeterminate costs and fees. On July
9, 2004,  Resolve  Staffing,  Inc., and Wanda Dearth,  entered into a settlement
agreement.  All costs  incurred  in settling  this  matter,  $28,500,  have been
charged to the Company's  operations  during 2004. As of December 31, 2004,  the
Company  does not have any  outstanding  legal  issues  outside of the  ordinary
course of business.

NOTE I - SUBSEQUENT EVENTS

ASSET ACQUISITION AGREEMENT

On February 7, 2005 Resolve  Staffing,  Inc.,  entered into an asset acquisition
agreement  ("Agreement")  with ELS,  Inc.,  ("ELS")  a  company  owned by Ronald
Heineman,  the  Company's  Chief  Executive  Officer.  Pursuant to the Agreement
Resolve Staffing,  Inc., acquired a total of 10 employee staffing locations from
ELS. The  acquisition  of these new locations is  anticipated  to  significantly
expand the  geographic  scope of the Company's  operations.  The effects of this
agreement have not been  incorporated  into the financial  statements as of, and
for the year ended December 31, 2004. The agreement provided for the acquisition
of certain tangible and intangible assets used in the operation of the temporary
staffing  businesses,  including  customer lists  associated  with the temporary
staffing businesses.

The aggregate purchase price was  $1,343,000, including 13,000,000 shares of the
Company's  restricted  common  stock  valued at $130,000  based on  management's
estimate  of the  fair  value  of the  restricted  common  stock,  and a  demand
promissory note in the principal amount of $1,213,000, which accrues interest at
the rate of 10% per  annum.  The  agreement  does  not  specify  any  contingent
payments, options or other commitments.

The assets acquired and liabilities  assumed under this agreement are reflective
of ELS's  cost  basis,  in  accordance  with SFAS No.  141 for  transfers  among
entities  under common  control,  which  requires that assets  purchased from an
entity  under common  control be recorded at the  transferor's  historical  cost
basis.  In  accordance  with SFAS No. 141 the financial  information  of Resolve
Staffing Inc. and  subsidiaries  presented  subsequent to the Agreement  will be

<PAGE>

presented as if the entities  had been  combined at the  beginning of the period
presented.  Prior  period  information  will be  restated  in order  to  furnish
comparative  information in accordance  with  applicable  guidance.  To date the
books and records of the locations acquired have not been audited, and therefore
the allocation of the purchase price is subject to refinement.

On March 3, 2005,  Resolve Staffing,  Inc.,  secured a revolving note from Fifth
Third Bank for an amount of  $1,900,000  with a  maturity  date of June 1, 2006.
Interest is payable on the principal balance  outstanding on a monthly basis, at
the bank's  prime  rate.  Borrowings  under this note are  limited to 80% of the
Company's accounts  receivable balance which have been outstanding for less than
90 days.

On March 3, 2005,  Resolve  Staffing,  Inc.,  secured a term note  ("note") from
Fifth Third Bank for an amount of $465,000  with a maturity date of September 1,
2009. The  outstanding  balance of the Note is to be paid in 53  installments of
principal and interest, each in the amount of $9,845,  commencing April 1, 2005.
Interest is payable on the principal  balance  outstanding at a rate of 6.6% per
annum.

<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 two fiscal  years
ended  December 31, 2001 and December 31, 2002 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 two fiscal years ended December 31,
2001 and  December  31,  2002 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  fiscal  years  ended  December  31,  2001 and 2002 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 a 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 nor oral advice
was provided to the Company, by Aidman, Piser & Company,  P.A., concluding there
was an  important  factor  considered  by us in  reaching  a  decision  as to an
accounting, auditing or financial reporting issue; or

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

On August 16, 2004, Aidman, Piser and Company ("APC"), the Company's independent
auditors,  notified the Company that they were resigning from the client-auditor
relationship with the Company effective as of that date.

APC was engaged by the Company to serve as the  Company's  independent  auditors
for the fiscal year ended  December 31, 2003.  The report of APC with respect to
the Company's  financial  statements for the fiscal year ended December 31, 2003
was modified for the uncertainty  surrounding our ability to continue as a going
concern.  During the fiscal  year ended  December  31,  2003 and the period from
December  31,  2003  through  the  date  of  APC's  resignation,  there  were no
disagreements between the Company and APC on any matter of accounting principles
or practices,  financial statement  disclosure,  or auditing scope or procedure,
which  disagreements,  if not resolved to the  satisfaction  of APC,  would have
caused APC to make  reference  to the  subject  matter of the  disagreements  in
connection with their report on the Company's financial statements for 2003.

As stated in APC's  resignation  letter  dated  August 16, 2004, a review of the
Company's  Forms 10-QSB for the first and second quarter of the current year was
not  completed  prior to being  filed with the SEC. As a result,  the  Company's
previously issued financial  statements for the first quarter and second quarter
of 2004 were restated upon review by the Company's new auditors.

On  September  21,  2004,  the  Company  engaged PKF San Diego  ("PKF"),  as its
independent public accountants.  The Company did not previously consult with PKF
regarding any matter, including but not limited to:

1. the application of accounting principles to a specified  transaction,  either
completed  or proposed;  or the type of audit  opinion that might be rendered on
the Company's financial statements; or

2. any matter that was either the subject matter of a disagreement as defined in
Item  304(a)(1)(iv)  of  Regulation  S-B  and  the  related  instructions)  or a
reportable event (as defined in Item 304(a)(1)(v) of Regulation S-B).

<PAGE>

ITEM 8A. CONTROLS AND PROCEDURES

                EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of December 31, 2004, 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 Chief Executive Officer and former Chief 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          47      Chief Executive Officer and Director
Donald E. Quarterman     36      President, Chief Operating Officer and Director
Michael Knox             46      Chief Financial Officer
William A. Brown         47      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.

RONALD  HEINEMAN.  Ron Heineman is the President and 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.  Mr.
Quarterman  resigned as an officer of Resolve on September  22, 2004. He remains
with Resolve as a Director.

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.  Mr. Knox
resigned as an officer of Resolve on January 10, 2005.

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.  Mr. Brown  resigned as an officer of Resolve on September
22, 2004. He remains as a Director.

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 shows certain compensation information for services rendered
in all capacities  for the last three fiscal years,  for each person that served
as  our  Chief  Executive   Officer.   With  the  exception  of  Wanda  Dearth's
compensation  in fiscal 2003, no executive  officer's  salary and bonus exceeded
$100,000 in any of the applicable years.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
----------------------- -------- --------- --------- ---------------- -------------------- ----------- ---------- ---------------
NAME & PRINCIPAL                                         ANNUAL        OTHER RESTRICTED    OPTIONS     LTIP          ALL OTHER
    POSITION             YEAR     SALARY    BONUS     COMPENSATION       STOCK REWARDS        SARS      PAYOUTS     COMPENSATION
----------------------- -------- --------- --------- ---------------- -------------------- ----------- ---------- ---------------
<S>                      <C>       <C>        <C>           <C>              <C>               <C>         <C>           <C>
Charles Lincoln,         2002           0     0             0                     0            0           0             0
CEO (1)                  2003           0     0             0                     0            0           0             0
                         2004           0     0             0                     0            0           0             0
----------------------- -------- --------- --------- ---------------- -------------------- ----------- ---------- ---------------
Donald E. Quarterman,    2002       3,000     0             0                     0            0           0             0
President (2) (3)        2003           0     0             0                     0            0           0             0
                         2004           0     0             0                     0            0           0             0
----------------------- -------- --------- --------- ---------------- -------------------- ----------- ---------- ---------------
Wanda Dearth,            2002           0     0             0                     0            0           0             0
CEO (4)                  2003      72,720     0             0                38,500            0           0             0
                         2004           0     0             0                     0            0           0             0
----------------------- -------- --------- --------- ---------------- -------------------- ----------- ---------- ---------------
Ron Heineman,            2002           0     0             0                     0            0           0             0
CEO (5)                  2003           0     0             0                39,200            0           0             0
                         2004           0     0             0               162,001            0           0             0
----------------------- -------- --------- --------- ---------------- -------------------- ----------- ---------- ---------------
</TABLE>

(1)  Appointed December 12, 2001; resigned March 18, 2002.
(2)  Appointed December 2, 2002; resigned September 22, 2004.
(3)  Assumed the duties of acting Chief Executive Officer from December 4, 2002
     to February 7, 2003.
(4)  Appointed February 7, 2003; terminated December 26, 2003.
(5)  Appointed February 7, 2004 to present day.


OPTIONS

No options  were  exercised or granted  during the last fiscal year.  There were
also no long-term incentive plans or rewards made in fiscal 2004.

EMPLOYMENT AGREEMENTS

On December 29, 2003, Resolve entered into a six month consulting agreement with
Ronald Heineman,  the Company's Chief Executive Officer, to provide Resolve with
the following  services:  development of a business plan and strategic marketing
plan;  enhancement  of the  Company's  revenue base through the  recruitment  of
additional staffing personnel;  development of an acquisition based growth plan;
development and implementation of an investor relations strategy;  the provision
of  back  office  administrative  and  sales  support;  as  well  as  day to day
management  oversight  of  the  Company's  personnel.  Under  the  terms  of the
agreement  Resolve  agreed  to  issue  Ronald  Heineman  200,000  shares  of the
Company's  common  stock.  On June 1,  2004,  Resolve  extended  the  consulting
agreement  with Ronald  Heineman  through to December 31, 2004,  for  additional
compensation  of 72,000  shares of common  stock.  Resolve has issued a total of
272,000  shares of common  stock  valued at  $201,201,  in  accordance  with the
consulting  agreement and its extension,  representing  the market value of such
shares based upon the most recent sales.

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

As of March 20, 2005,  there were 14,539,101  shares of common stock,  par value
$0.0001  outstanding.   The  following  table  sets  forth  certain  information
regarding the beneficial ownership of our common stock as of March 20, 2005:

      -     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

<PAGE>

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.

<TABLE>
<CAPTION>
------------------ --------------------------------- -------------------------- ----------------------
                     NAME AND ADDRESS OF               AMOUNT OF BENEFICIAL
TITLE OF CLASS         BENEFICIAL OWNER                      OWNERSHIP            PERCENT OF CLASS
------------------ --------------------------------- -------------------------- ----------------------
<S>                <C>                                      <C>                         <C>
 Common Stock      Ronald Heineman (1)                      7,922,000                   54.5%
                   c/o Resolve Staffing, Inc.
                   105 North Falkenburg Road
                   Tampa, FL 33619
------------------ --------------------------------- -------------------------- ----------------------
 Common Stock      Don Quarterman, Jr. (2)                    500,000                    3.4%
                   c/o Resolve Staffing, Inc.
                   105 North Falkenburg Road
                   Tampa, FL 33619
------------------ --------------------------------- -------------------------- ----------------------
 Common Stock      William Brown (3)                        2,689,179                   17.7%
                   c/o Resolve Staffing, Inc.
                   105 North Falkenburg Road
                   Tampa, FL 33619
------------------ --------------------------------- -------------------------- ----------------------
 Common Stock      William Walton                           4,000,000                   27.5%
                   c/o Resolve Staffing, Inc.
                   105 North Falkenburg Road
                   Tampa, FL 33619
------------------ --------------------------------- -------------------------- ----------------------
 Common Stock      Charles Lincoln (4)                         11,966                    0.1%
                   1600 South Federal Hwy
                   Suite 200
                   Pompano Beach, FL 33062
------------------ --------------------------------- -------------------------- ----------------------
 Common Stock      Wanda Dearth                               105,000                    0.7%
                   10586 Wagon Box Circle
                   Highlands Ranch, CO   80130
------------------ --------------------------------- -------------------------- ----------------------
 Common Stock      Shares of all officers and              15,151,179                   99.5%
                   directors as a group (4 persons)
------------------ --------------------------------- -------------------------- ----------------------
</TABLE>

(1) Includes 400,000 shares pledged to Employee Leasing Services, Inc., of which
Mr. Heineman is President and majority shareholder,  to secure a line of credit.
This amount also includes 7,522,000 own by Mr. Heineman individually.

(2) Includes 190,000 shares owned by Pinnacle Corporate  Services,  of which Mr.
Quarterman is a managing  partner.  It also includes 310,000 shares owned by Mr.
Quarterman individually.

(3) Includes  1,906,826  shares owned by the William A. Brown Family  Trust,  of
which Mr. Brown is trustee,  400 shares owned by his wife,  Christina  Brown and
95,793  shares  owned by Work  Holdings  LLC, of which Mr. Brown is the majority
owner.  This amount also includes 453,460 warrants owned by the William A. Brown
Family Trust and 232,700 warrants owned by Work Holdings, LLC.

(4) Includes  9,509  shares  owned by Charles and  Lorraine  Lincoln JT Ten, and
2,457 shares owned by Mr. Lincoln individually.

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 600,000 and to permit the
issuance of unrestricted shares. No shares have been issued under this plan.

<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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 400,000 shares of common
stock that were  released to an escrow agent,  but not issued for  accounting or
reporting  purposes.  As of December 31, 2004, Resolve had a balance of $190,141
outstanding.  Balances due under the credit agreement were originally due May 8,
2004, but the agreement was extended on a month-to-month basis, and provided for
an additional $100,000 in borrowings. On June 1, 2004, the agreement was amended
to extend the line to a maximum of $500,000.  As of December 31, 2004,  $190,141
was  outstanding  under  the  agreement.  As of March  20,  2005,  $190,141  was
outstanding under the agreement.

On December 29, 2003, Resolve entered into a six month consulting agreement with
Ronald Heineman,  the Company's Chief Executive Officer, to provide Resolve with
the following  services:  development of a business plan and strategic marketing
plan;  enhancement  of the  Company's  revenue base through the  recruitment  of
additional staffing personnel;  development of an acquisition based growth plan;
development and implementation of an investor relations strategy;  the provision
of  back  office  administrative  and  sales  support;  as  well  as  day to day
management  oversight  of  the  Company's  personnel.  Under  the  terms  of the
agreement  Resolve  agreed  to  issue  Ronald  Heineman  200,000  shares  of the
Company's  common  stock.  On June 1,  2004,  Resolve  extended  the  consulting
agreement  with Ronald  Heineman  through to December 31, 2004,  for  additional
compensation  of 72,000  shares of common  stock.  Resolve has issued a total of
272,000  shares of common  stock  valued at  $201,201,  in  accordance  with the
consulting  agreement and its extension,  representing  the market value of such
shares based upon the most recent sales.

During the year ended December 31, 2002,  Resolve  borrowed $67,000 from William
A. Brown,  executive  vice-president  and major  shareholder  of Resolve.  As of
December 31, 2004, the balance of the Note was $91,500. 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.  The note has been  verbally  extended on a
month-to-month basis.

On February 7, 2003, the Board of Directors  approved a one-year  agreement with
Pinnacle Corporate  Services  ("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  advice and consult with Resolve  concerning
management,  products and services, and review and advise Resolve in its efforts
to consolidate segments of the staffing industry.  Donald Quarterman, a director
and shareholder,  is the current Managing Partner of Pinnacle and William Brown,
a director and shareholder,  has had  negotiations  about becoming a significant
investor in Pinnacle.  There are no other relationships or associations  between
Pinnacle, its officers,  directors and affiliates, and Resolve or its respective
officers,  directors and affiliates.  In accordance with the agreement,  Resolve
issued Pinnacle a total of 190,000 restricted shares of the Company's $.0001 par
value  common  stock  as  compensation  for its  services.  The  total  value of
restricted  shares granted was $133,000,  representing  the market value of such
hares based upon the most recent  sales.  The agreement was approved by Cristino
L. Perez, our former Chief Financial  Officer and a former  director.  The other
Board members, Don Quarterman and William A. Brown,  abstained from the vote due
to their conflict of interest, as disclosed above.

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 5.5%) per annum, payable monthly. The line of credit was secured
by our general credit and was  personally  guaranteed by Mr. William A. Brown, a
director  and  shareholder  of the Company.  On December  27, 2004,  the Company
entered into an  agreement  with  Mercantile  Bank to convert the line of credit
into a  promissory  note,  with a maturity  date of June 30,  2005.  Interest is
payable  on this  note at a rate of 8.25%  per  annum.  The note is  secured  by
Resolve's  general credit and has been co-signed by William A. Brown, a director
and shareholder of the Company. As of December 31, 2004, Resolve has a principal
balance of $49,100 outstanding.

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

We filed the following reports on Form 8-K during 2004:

Form  8-K,  August  24,  2004,  Item  4  -  Change  in  Registrant's   Certified
Accountants;  Reporting the resignation of Aidman, Piser & Company, P.A., as the
Company's auditors.

Form  8-K,  September  22,  2004,  Item 4 -  Change  in  Registrant's  Certified
Accountants;  Reporting  the  engagement  of PKF  San  Diego  as  the  Company's
auditors.  Item  5  -  Resignation  of  Registrant's  Officers;   Reporting  the
resignation  of Mr. Don E.  Quarterman  and Mr. William Brown as officers of the
Company.

<PAGE>

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)

2.4      Asset Purchase Agreement between Resolve Staffing, Inc. and ELS, Inc.

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 $.75 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)

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

10.15    Amended Consulting Agreement between the Company and Pinnacle

<PAGE>

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.

32.1     Certification by Chief Executive 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.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The  following  are the fees billed us by our auditors,  PKF,  Aidman  Piser,  &
Company (APC),  and Timothy M. Griffiths,  respectively,  for services  rendered
thereby during 2004 and 2003:

                                                2004             2003
                                             ----------       ----------
                   Audit Fees                43,200 (1)       20,295 (2)
                   Audit Related Fees            --               --
                   Tax Fees                      --               --
                   All Other Fees                --               --

     (1)  Includes  $12,000 in audit fees billed by PKF, in connection  with the
          review of the Company's  financial  statement included in Forms 10-QSB
          for fiscal  2004,  and $31,200  billed by Aidman  Piser & Company,  in
          connection  with the  audit of the  annual  financial  statements  for
          fiscal 2003.

     (2)  Includes  $14,545 in audit fees billed by Aidman  Piser & Company,  in
          connection  with  the  review  of the  Company's  financial  statement
          included in Forms 10-QSB for fiscal 2003, and $5,750 billed by Timothy
          M.  Griffiths,  in connection  with the audit of the annual  financial
          statements for fiscal 2002.


Audit Fees  consist of the  aggregate  fees  billed  for  professional  services
rendered for the audit of our annual financial statements and the reviews of the
financial  statements  included in our Forms  10-QSB and for any other  services
that were  normally  provided by PKF,  Aidman,  Piser & Company,  and Timothy M.
Griffiths,   in  connection  with  our  statutory  and  regulatory   filings  or
engagements.

Audit  Related  Fees  consist of the  aggregate  fees  billed  for  professional
services  rendered  for  assurance  and related  services  that were  reasonably
related to the  performance  of the audit or review of our financial  statements
and were not otherwise included in Audit Fees.

<PAGE>

Tax Fees consist of the aggregate fees billed for professional services rendered
for tax compliance, tax advice and tax planning.  Included in such Tax Fees were
fees for  preparation of our tax returns and consultancy and advice on other tax
planning matters.

All Other Fees  consist of the  aggregate  fees billed for products and services
provided by PKF, Aidman Piser & Company, and Timothy M. Griffiths, not otherwise
included in Audit Fees, Audit Related Fees or Tax Fees.

Our Audit  Committee  has  considered  whether the  provision  of the  non-audit
services described above is compatible with maintaining the independence of PKF,
Aidman Piser & Company,  and Timothy M. Griffiths,  and has determined that such
services are appropriate.

Before the auditors are engaged to provide us audit or non-audit services,  such
engagement is approved by the Audit Committee of our Board of Directors.


<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 14, 2005                       By: /s/ Ronald Heineman
                                                -------------------------------
                                                Ronald Heineman
                                                Chief Executive 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 14, 2005
-------------------------        and Director
Ronald Heineman

/s/Don Quarterman                Director                        April 14, 2005
-------------------------
Don Quarterman

/s/William Brown                 Director                        April 14, 2005
-------------------------
William Brown