**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549





**FORM
      10-KSB/A-1** ****





**ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





**FOR
      FISCAL YEAR ENDED DECEMBER 31, 2005.**





000-29485


*Commission
      File Number*





**RESOLVE
      STAFFING, INC.**


(Name
      of
      small business issuer in its charter)





Nevada
            33-085-0639(State
                or other jurisdiction of incorporation)
            (IRS
                Employer Identification No.)





3235
      Omni
      Drive


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 x No o





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





The
      registrant's revenues for the year ended December 31, 2005 were $31,138,212.





The
      aggregate market value of the voting and nonvoting common equity held by
      non-affiliates of the Registrant, computed by reference to the closing sale
      price of such common equity as quoted on the Over the Counter Electronic
      Bulletin Board of $1.44 per share as of December 31, 2005 was
      $1,748,278.





As
      of
      March 20, 2006, the registrant had 15,219,101 shares of common stock, par value
      $0.0001 per share, outstanding.








Page
          1





Resolve
      Staffing, Inc.


2005
      Annual Report on Form 10-KSB


Table
      of
      Contents





PagePART
                IITEM
                1. DESCRIPTION OF BUSINESS
            3ITEM
                2. DESCRIPTION OF PROPERTIES
            7ITEM
                3. LEGAL PROCEEDINGS
            7ITEM
                4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
            8PART
                II.ITEM
                5. MARKET FOR COMMON EQUITY AND RELATED
                STOCKHOLDER MATTERS
            9ITEM
                6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            9ITEM
                7. FINANCIAL STATEMENTS
            14ITEM
                8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                FINANCIAL DISCLOSURE
            36ITEM
                8A. CONTROLS AND PROCEDURES
            36PART
                IIIITEM
                9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
            37ITEM
                10. EXECUTIVE COMPENSATION
            38ITEM
                11. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT
            38ITEM
                12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            39ITEM
                13. EXHIBITS AND REPORTS ON FORM 8-K
            40EXHIBITS
            41SIGNATURES
            42














Page
          2


**CAUTIONARY
      STATEMENT ABOUT FORWARD-LOOKING INFORMATION**





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





**PART
      I**





**ITEM
      1. DESCRIPTION OF BUSINESS.**





**Business
      Overview**





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 a national provider of outsourced human resource
      services with approximately 52 offices reaching from California to New York.
      The
      Company provides a full range of supplemental staffing and outsourced solutions,
      including solutions for temporary, temporary-to-hire, or direct hire staffing
      in
      the clerical, office administration, customer service, professional and light
      industrial categories.





On
      February 7, 2005, Resolve Staffing, Inc., entered into an equity purchase
      agreement (“Agreement”), to purchase ELS Personnel Services (“ELS”) (the
“Combination”) from Employee Leasing Services, Inc., (“ELS Inc.”), a
      privately-held company located in Cincinnati, Ohio. The Company’s Chief
      Executive Officer and director, Ronald Heineman, is a principal shareholder,
      officer and director of ELS. Pursuant to the equity purchase agreement, Resolve
      acquired the ownership interest in the group of companies which comprised ELS
      Personnel Services, (ELS Personnel Services, LLC, Five Star Staffing, Inc.,
      Five
      Star Staffing (NY), Inc., and American Staffing Resources, Ltd.) comprising
      a
      total of 10 temporary employee staffing locations. See Basis of Presentation
      section in the notes to the financial statements for discussion of accounting
      treatment of the acquisition of ELS.





Employee
      Leasing Services, Inc., operated 3 locations and acquired the 7 temporary
      employee staffing locations throughout fiscal 2004. ELS Inc. acquired Five
      Star
      Staffing, Inc. which consisted of 3 locations, in August 2004, Five Star
      Staffing (NY), Inc., which consisted of 3 locations, in November 2004 and
      American Staffing Resources, Ltd which consisted of 1 location , in November
      2004. Prior to ELS Inc.’s acquisition of these entities, these entities were
      owned and operated by unrelated third parties in various locations throughout
      Florida, New York and Ohio.





In
      connection with the Combination on February 7, 2005, ELS was deemed to be the
      acquiring company for accounting purposes and the Combination was accounted
      for
      as a reverse acquisition under the purchase method of accounting for business
      combinations in accordance with accounting principles generally accepted in
      the
      United States of America. The acquisition of the ELS entities was treated as
      a
      reverse acquisition for financial accounting purposes and therefore the
      accompanying comparative financial information is that of ELS rather than the
      historical financial statements of Resolve Staffing, Inc. In conjunction with
      this transaction, the group of companies known as ELS Personnel Services, which
      were legally acquired by Resolve Staffing, Inc., changed its name to Resolve
      Staffing, Inc.





On
      various dates during 2005, Resolve Staffing, Inc., entered into purchase
      agreements (“Agreements”), to acquire all of the assets and/or ownership of
      various separate privately-held entities owned and operated by unrelated parties
      located throughout the United States. Pursuant to the acquisition agreements,
      Resolve acquired a total of 31 temporary employee staffing locations from the
      newly acquired entities. These include:





·
            On
                January 24, 2005, Resolve acquired certain assets from Solaris Staffing,
                Inc. These assets included the operations of certain temporary staffing
                offices located in upstate New York.





·
            On
                February 20, 2005, Resolve acquired SupportStaff Employment Services,
                a
                full-service staffing firm located in Sebring, FL.


Page
          3





·
            On
                May 9, 2005, Resolve acquired certain assets from Pride Staffing,
                Inc.
                These assets include a temporary staffing office located in Erie,
                PA.


·
              On
                    June 13, 2005 Resolved acquired The Arnold Group, a Southern
                    California
                    staffing firm.




·
            On
                June 20, 2005 Resolve acquired Taylor Personnel Services, Inc., a
                Buffalo,
                New York staffing firm.





·
            On
                August 22, 2005 Resolve acquired Truckers Plus, Inc., a thirteen
                location
                truck driver staffing firm headquartered in Memphis,
                Tennessee.





·
            On
                September 14, 2005 Resolve acquired QRD International Inc. d/b/a
                Delta
                Staffing, a Southern California staffing
                firm.





·
            On
                September 30, 2005 Resolve acquired Midwest Staffing Inc., a medical
                staffing firm located in Oklahoma City,
                Oklahoma.





·
            On
                October 21, 2005 Resolve acquired Star Personnel Services of Kentucky,
                LLC, a Northern KY staffing firm.





·
            On
                October 31, 2005 Resolve acquired Project Solvers Inc., a temporary
                and
                permanent placement firm specific to the fashion, apparel, and design
                industries, with a New York office.





·
            On
                November 10, 2005 Resolve acquired ProCare Medical Staffing, LLC,
                a
                medical staffing firm with an Illinois
                office.





·
            On
                November 28, 2005 Resolve acquired Big Sky Travel Nurses, Inc., a
                medical
                staffing firm, with a Montana
                office.





·
            On
                December 11, 2005 Resolve acquired Assisted Staffing, Inc., a medical
                staffing firm with an Arizona office
                location.





·
            On
                December 26, 2005 Resolve acquired Pagnard Enterprises, Inc., a temporary
                staffing firm with an Ohio office.





·
            On
                December 27, 2005 Resolve acquired Drivers Plus, Inc., a truck driver
                staffing firm with an office in
                Missouri.





·
            On
                December 30, 2005 Resolve acquired Staffpro, Inc., a temporary staffing
                firm with one office in Kentucky and one office in
                Ohio.





Because
      the owners of ELS held approximately 90% of the Company’s outstanding common
      stock after the Combination, as well as the Company’s analysis of the other
      criteria used for determining which entity is the accounting acquirer under
      SFAS
      No. 141, ELS is deemed to be the acquiring company for accounting purposes
      and
      the Combination has been accounted for as a reverse acquisition under the
      purchase method of accounting for business combinations in accordance with
      accounting principles generally accepted in the United States of America. The
      audited financial statements of Resolve for each of the two years ended
      December 31, 2003 and 2004 are included in the Resolve Staffing, Inc.
      Annual Report on Form 10-KSB, filed with the Securities and Exchange Commission
      (the “SEC”) on April 15, 2005. The audited financial statements of ELS for the
      two years ended December 31, 2003 and 2004 or such time as the entity was under
      the control of ELS, Inc. through December 31, 2004 have been included in the
      Resolve Staffing amended report on Form 8-K pertaining to this acquisition
      which
      was filed in December, 2005. In accordance with the accounting treatment
      described above, the historical financial statements prior to the Combination
      reflect those of ELS. In conjunction with this transaction, the group of
      companies known as ELS Personnel Services, which were legally acquired by
      Resolve Staffing, Inc., changed its name to Resolve Staffing, Inc. The financial
      information for 2004 includes the combined balances and combined results of
      operations of the individual entities which comprise ELS. The combined results
      of operations for the acquired entities include the activities of each entity
      from the date of acquisition to December 31, 2004.


Page
          4


We
      plan
      to continue 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:





·
            recruit
                well-trained, high-quality
                professionals;


·
            expand
                our service offerings;


·
            gain
                additional industry expertise;


·
            broaden
                our client base; and


·
            expand
                our geographic presence.





On
      February 22, 2006, Resolve Staffing announced that it has reached an agreement
      in principle to merge with Employee Leasing Services, Inc. (ELS Inc.), and
      certain related affiliates. Headquartered in Cincinnati, Ohio. ELS Inc.
      (www.elshr.com), a professional employer organization (PEO), manages a payroll
      of over 10,000 worksite employees in over 40 states and has operation and
      service centers throughout the country. ELS Inc.’s 2005 gross (non-GAAP)
      revenues were over $200 million, which equates to approximately $39 million
      in
      net (GAAP) revenues and $3.5 million in Pretax Profit. Under the terms of the
      agreement, Resolve will acquire all outstanding shares of ELS Inc. for
      approximately $3 million in cash, a $7 million note and 1.4 million shares
      of
      Resolve common stock. Closing of the transaction is subject to certain
      customary closing conditions and is expected to occur in the second quarter
      of
      2006. Management believes that this transaction will be accounted for as a
      reverse acquisition if the transaction is completed under the current
      terms.





We
      do not
      currently have any other agreements to acquire any company. While we may prefer
      to structure potential acquisitions in the form of a stock for stock exchange,
      we may acquire private companies for a combination of cash and stock. We
      currently do not have the cash reserves to effect an acquisition, although
      we
      would consider entering into some type of financing arrangement to secure the
      cash needed to effect an acquisition. Since we currently do not have any signed
      acquisition or financing agreements, the terms of any such acquisition or
      financing would be speculative. There can be no assurance that required
      financing will be available on acceptable terms. The principal factors that
      would effect whether a transaction is solely for stock or a combination of
      stock
      and cash are the tax and financial objectives of the prospective sellers. Three
      major factors in being able to acquire private companies are (1) workers
      compensation insurance coverage, (2) financing, and (3) an exit strategy for
      owners of these private companies. We have secured our workers compensation
      insurance with a major carrier with an excellent modification rate, and are
      poised to add additional staffing employees cost effectively. Although, except
      as described above, we have not actively attempted to attract or negotiate
      with
      acquisition candidates, we will attempt to secure temporary and permanent
      financing for the initial cash requirement of a limited number of acquisitions.
      Management further believes that negotiations with prospective target companies
      would be most effective once the Company's stock has a public market, of which
      there is no assurance. Management believes that private companies may be
      acquired using future payout and not require significant current cash outlay.
      Any such acquisition may require the issuance of large number of shares of
      common or preferred stock, which would have a dilutive effect on current
      shareholders. We do not anticipate that an acquisition of other staffing
      companies, if any, would result in a change in our control. However, since
      we
      cannot predict what the terms of any future acquisition, if any, there could
      exist a situation in which an acquisition might effect a change of control
      of
      our Company. If a change of control should occur, our current management may
      not
      be able to implement our current business plan, which could result in a new
      business plan by the new owners, which business plan may differ or completely
      deviate from our business plan. Upon a change of control, no assurances can
      be
      made of the future direction of our Company. The Company has no intention of
      becoming a “blank check” company, as defined in Rule 419 of the 1933 Securities
      Act.





**General**





The
      Company is engaged in providing human resource services (which include
      recruiting, training, and placement of temporary personnel) focusing on the
      professional, clerical, administrative and light industrial staffing market.
      As
      of March 20, 2006 we had approximately 3,000 employees, of whom approximately
      2,700 were flexible staffing personnel and 300 were employed in sales,
      administrative and management capacities. We have approximately 1,000
      clients.





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





Page
          5


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





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





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





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





The
      focus
      of our temporary staffing service is to provide short and long term employees
      as
      well as temp to hire employees to financially secured employers. The average
      employee will work a 40 hour work week for a client and will work for an average
      of 2 employers per month. It is estimated an employee will work an average
      of 14
      days per month. Our service specializes in a variety of staffing fields
      including medical, truck driver, clerical, and light industrial staffing with
      the largest percentage in the clerical and light industrial fields. 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 ten full time
      salespersons.





**Clients**





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





Page
          6


**Competition**





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





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





**Industry
      Regulation**





*Overview*





As
      an
      employer, we are subject to federal, state, and local statutes and regulations
      governing our relationships with our employees and affecting businesses
      generally, including employees at client worksites. We assume the sole
      responsibility and liability for the payment of federal and state employment
      taxes with respect to wages and salaries paid to our employees.





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





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





*Workers'
      compensation*





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





Page
          7


**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’s
      headquarters are located at 3235 Omni Drive, Cincinnati, Ohio 45245. In addition
      to our corporate headquarters, Resolve leases facilities at approximately 52
      locations throughout the United States. Our offices are adequate for our present
      level of operations. In the future we will need additional facilities in which
      to centralize our accounting, training, human resource, risk management and
      executive work activities. We anticipate that we will require larger scale
      data
      processing and network communication capabilities, which will be needed in
      order
      to facilitate the assimilation of acquired companies into our methods of
      operating and accounting standards, and to provide customers state-of-the-art
      service and support.





**ITEM
      3. LEGAL PROCEEDINGS.**





The
      Company is subject to legal proceedings and claims, which arise in the ordinary
      course of its business. In the opinion of management, the amount of ultimate
      liability with respect to currently pending or threatened actions is not
      expected to materially affect the financial position or results of operations
      of
      the Company. Litigation is subject to inherent uncertainties and an adverse
      result may arise that may harm our business





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





There
      were no submissions of matters to a vote of shareholders in 2005.





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. (the
      "Registrant"), in connection with action by written consent to authorize and
      approve the filing of an amendment to the Registrant’s Articles of Incorporation
      for the purpose of effecting:(i) a reverse stock split of the outstanding shares
      of the Registrant’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 Registrant’s Common Stock at $.0001; and (iii)
      maintaining the current number of shares of Common Stock the Registrant is
      authorized to issue at 50,000,000. 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 Common Stock
      of
      the Company and such votes were sufficient to approve the action on the record
      date of November 25, 2004. The reverse split took place on December 28,
      2004.








Page
          8


**PART
      II**





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





**Market
      for Common Equity**





Our
      stock
      is currently quoted on the OTCBB. Our symbol is RSFF.





As
      of
      March 20, 2006, management believes there to be approximately 82 holders of
      record of our common stock. To date, we have not paid any dividends on our
      common stock. We do not currently intend to pay dividends in the future. We
      are
      prohibited from declaring or paying dividends while certain debentures or
      warrants are outstanding.





**Recent
      Sale of Unregistered Securities**





On
      June
      1, 2004, Resolve issued 72,000 shares of common stock to Ronald Heinemen the
      Company’s Chief Executive Officer as part of an extension of his employment
      contract listed previously.





On
      June
      30, 2004, Resolve issued 200 shares of common stock to Barbara Green pursuant
      to
      the extension of a note payable.





On
      February 7, 2005, Resolve issued a total of 13,000,000 shares of common stock
      as
      part of the payment for the acquisition of ELS, Inc..





On
      May
      25, 2005, Resolve Staffing, Inc. issued 100,000 shares to certain consultants
      as
      part of their compensation.





On
      August
      18, 2005, Resolve issued 50,000 shares to a certain vendor as part of his
      compensation and 100,000 shares as per an employment agreement with certain
      shareholders and employees of Truckers Plus.





On
      November 22, 2005, Resolve issued 430,000 shares to various consultants as
      part
      of their compensation.





**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 6 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.





As
      discussed above the 2004 amounts represent the combined operations of
      ELS.





**Results
      of Operations**





*COMPARISON
      OF CONSOLIDATED OPERATIONS FOR YEAR ENDED DECEMBER 31, 2005 TO YEAR ENDED
      DECEMBER 31, 2004.*





Service
      revenues for the year ended December 31, 2004 compared to 2005 increased from
      $4,284,006 to $31,138,212, a 627% increase, reflecting an increase in business
      recovery and our aggressive acquisition and marketing efforts. This growth
      is
      also attributable to both growth through acquisition and growth with our
      existing clients as well as expanding our customer base.





Cost
      of
      services increased from $3,567,164 in 2004 to $25,356,038, in 2005, an increase
      of 611% from the prior year. This increase is attributable to our aggressive
      sales growth and acquisitions. Our gross margin increased, as a percent of
      sales, from approximately 17% to approximately 19%. We expect our gross profit
      margins to increase, as a percent of sales, in the future as we continue to
      grow
      our business in higher margin areas such as the truck driver and medical
      staffing market niches.





Page
          9


Selling,
      General and Administrative expenses (“SG&A”) have increased from $759,586 in
      2004 to $6,004,356 in 2005. This increase is attributable to our aggressive
      growth through acquisitions. Resolve has grown into a national provider of
      staffing services with approximately 52 offices. This increase in SG&A
      expenses includes marketing, salaries, rents, and various other expenses
      associated with these locations. These costs have increased from approximately
      18% to 19% as a percent of Sales. This increase is attributable to the continued
      development of our infrastructure to support our growth and as a result of
      non
      cash related Amortization of Non Compete Agreements and
      depreciation.





Interest
      expense increased from $13,160 in 2004 to $266,140 in 2005. The increase is
      attributable to increase debt obligations related to our aggressive acquisition
      strategy. A majority of our debt is through affiliated parties, including Ron
      Heineman and ELS, Inc. This is discussed in detail in the footnotes to our
      financial statements.





No
      provision for income taxes have been reflected or recorded on these financial
      statements. We incurred a net loss of $488,322 for the year ended December
      31,
      2005 as a result of the matters discussed above. This represents a $432,418
      increase in operating loss from 2004. Losses to date may be used to offset
      future taxable income, assuming the Company becomes profitable.





*LIQUIDITY
      AND CAPITAL RESOURCES*





As
      reflected in the accompanying financial statements, the Company has a net
      working capital balance of $2,345,556 and a stockholder’s deficit of $210,220,
      as of December 31, 2005. Prior to the third quarter of 2005, the Company had
      incurred losses and has been dependent upon the financial support of
      stockholders, management and other related parties.





For
      the
      year ended December 31, 2005 we incurred a net loss of $488,322. Of this loss,
      $314,525 did not represent the use of cash. Non-cash expenditures consisted
      of
      depreciation of $71,586, stock issuances for services provided to the Company
      of
      $58,000, increase in allowance for doubtful accounts of $78,022, and
      amortization of non compete agreements of $106,917. Changes in accounts
      receivable, prepaid and other expenses, and bank overdraft, along with decreases
      in accounts payable, payroll, salary, and other accruals brought the total
      cash
      used by operations to $3,691,110. Additionally we used $172,517 to purchase
      computer equipment, software and office equipment during this
      period.





Management
      has successfully obtained additional financial resources, which the Company
      believes will support operations. These financial resources include financing
      from both related and non-related third parties, are discussed in the
      accompanying footnotes to the financial statements. There can be no assurance
      that management will be successful in continuing operations without additional
      financing efforts. The financial statements do not reflect any adjustments
      that
      may arise as a result of this uncertainty.





The
      Company expects its operating expenses to increase significantly in the near
      future as the Company attempts to build its brand and expand itsr customer
      base.
      The Company hopes our expenses will be funded from operations and short-term
      loans from officers, shareholders or others; however, the Company’s operations
      may not provide such funds and the Company may not be able to obtain short-term
      loans from officers, shareholders or others. The Company’s officers and
      shareholders are under no obligation to provide additional loans to the
      Company.





**Off
      Balance Sheet Arrangements**





Depending
      on certain goals and performances being met, Resolve has the following off
      balance sheet arrangements which are the result of the various acquisitions
      described previously.





·
            The
                Arnold Group - Based on sales targets, the prior owners may receive
                contingent performance payments not to exceed $125,000 through May
                31,
                2007.





·
            Taylor
                Personnel Services, Inc. - Based on sales targets, the prior owners
                may
                receive contingent performance payments not to exceed $80,000 through
                May
                31, 2007.





·
            QRD
                International, Inc. dba Delta Staffing - Based on gross profit targets,
                the prior owners may receive contingent performance payments of up
                to
                approximately $150,000 through September 11, 2006, and $75,000 through
                September 11, 2007.


Page
          10





·
            Midwest
                Staffing, Inc. - Based on pre-tax profit targets, the prior owners
                may
                receive contingent performance payments not to exceed $75,000 through
                September 27, 2006 and approximately $75,000 through September 27,
                2007.





·
            Star
                Personnel Services of Kentucky, LLC. - Based on sales targets, the
                prior
                owners may receive contingent performance payments not to exceed
                $50,000
                through December 31, 2006.





·
            Project
                Solvers, Inc. - Based on pre-tax profit targets, the prior owners
                may
                receive contingent performance payments not to exceed $200,000 through
                October 25, 2008.





·
            Pro
                Care Medical Staffing, LLC. - Based on pre-tax targets the prior
                owners
                may receive contingent performance payments not to exceed $ 650,000
                in
                total through November 9, 2007.





·
            Big
                Sky Travel Nurses, Inc. - Based on pre- tax profit targets, the prior
                owners may receive contingent performance payments of up to approximately
                $15,000 through November 27, 2006 and $15,000 through November 27,
                2007.


·
            Assisted
                Staffing, Inc. - Based on pre- tax profit targets, the prior owners
                may
                receive contingent performance payments of up to approximately $25,000
                through December 10, 2007.





·
            Pagnard
                Enterprises Inc. - Based on sales targets, the prior owners may receive
                contingent performance payments of up to approximately $150,000 through
                February 15, 2008.





·
            Driver’s
                Plus, Inc. - Based on pre- tax profit targets, the prior owners may
                receive contingent performance payments of up to approximately $10,000
                through December 26, 2006, and $10,000 through December 26,
                2007.





·
            StaffPro,
                LLC. - Based on sales targets, the prior owners may receive contingent
                performance payments of approximately $25,000 through December 29,
                2006.





The
      following off balance sheet arrangements are based on transactions completed
      after December 31, 2005.





·
            R
                & R Staffing Services, Inc. - Based on gross profit targets, the prior
                owners may receive contingent performance payments of up to approximately
                $350,000 through January 5, 2007.





·
            Ready
                Nurse, LLC. - Based on pre- tax profit targets, the prior owners
                may
                receive contingent performance payments of up to approximately $10,000
                through March 5, 2008.











Page
          11


**RISK
      FACTORS**





INVESTORS
      MAY LOSE THEIR INVESTMENT IN OUR COMMON STOCK IF, BECAUSE WE HAVE A LIMITED
      OPERATING HISTORY, PROSPECTIVE INVESTORS HAVE A LIMITED HISTORICAL BASIS TO
      JUDGE WHETHER OUR BUSINESS CAN BE SUCCESSFUL





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





WE
      HAVE
      LOST MONEY IN EACH YEAR SINCE INCEPTION AND MAY NEVER BECOME PROFITABLE.





We
      have
      incurred net losses from operations in each year since inception. Our net loss
      for the fiscal year ended December 31, 2005 was $488,322 and as of December
      31,
      2005 had an accumulated deficit of $1,399,217. While we expect to become
      profitable in 2006, we can not guarantee profitability. We expect our operating
      expenses to continue to increase as we attempt to build our brand, expand our
      customer base and make acquisitions. While we expect to be profitable in 2006,
      to become profitable, we must increase revenue substantially and achieve and
      maintain positive gross margins. We may not be able to increase revenue and
      gross margins sufficiently to achieve profitability.





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





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





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





As
      an
      employer, we are subject to all federal, state and local statutes and
      regulations governing our relationships with our employees and affecting
      businesses generally, including our employees assigned to work at client company
      locations (sometimes referred to as worksite employees).




OUR
      EMPLOYEE RELATED COSTS ARE SIGNIFICANT AND, IF INCREASED, AND WE ARE UNABLE
      TO
      PASS THESE COSTS ON TO OUR CUSTOMERS, WILL INCREASE OUR COST OF DOING
      BUSINESS





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





Page
          12


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





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





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





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





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





The
      expansion and development of our business will require significant additional
      capital, which we may be unable to obtain on suitable terms, or at all. We
      currently have no legally binding commitments with any third parties to obtain
      any material amount of additional equity or debt financing. If we are unable
      to
      obtain adequate funding on suitable terms, or at all, we may have to delay,
      reduce or eliminate some or all of our advertising, marketing, acquisition
      activity, general operations or any other initiatives.





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





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





·
            recruit
                well−trained, high−quality
                professionals;


·
            expand
                our service offerings;


·
            gain
                additional industry expertise;


·
            broaden
                our client base; and


·
            expand
                our geographic presence.





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





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





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





Page
          13


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





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





OUR
      PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS WILL OWN A CONTROLLING INTEREST
      IN OUR


VOTING
      STOCK AND INVESTORS WILL NOT HAVE ANY VOICE IN OUR MANAGEMENT





Our
      officers, directors and stockholders with greater than 5% holdings will, in
      the
      aggregate, beneficially own approximately 90% of our outstanding common stock.
      As a result, these stockholders, acting together, will have the ability to
      control substantially all matters submitted to our stockholders for approval,
      including:




·
            election
                of our board of directors;


·
            removal
                of any of our directors;


·
            amendment
                of our certificate of incorporation or bylaws;
                and


·
            adoption
                of measures that could delay or prevent a change in control or impede
                a
                merger, takeover or other business combination involving
                us.





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, 2006, we had 15,619,101 shares of common stock issued and outstanding,
      which includes 400,000 shares held in escrow as described in Note E to the
      accompanying financial statements. We also have 4,851,320 shares issuable upon
      exercise of our warrants and options, which includes the option grant to acquire
      4,000,000 shares of Company stock which was made during January 2006. The sale
      of these shares may cause the market price of our common stock to drop. The
      issuance of shares upon conversion or exercise of the warrants may result in
      substantial dilution to the interests of other stockholders.





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





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





Page
          14


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





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


Page
          15


**ITEM
      7. FINANCIAL STATEMENTS.**





**RESOLVE
      STAFFING, INC.**


**FORM
      10-KSB FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004**








**INDEX
      TO FINANCIAL STATEMENTS**





Report
                    ofPKF,
                    Certified Public Accountants, A Professional Corporation,for Year Ended December 31, 2005Report
                    of PKF, Certified Public Accountants, A Professional Corporation,
                    for Year
                    Ended December 31, 2004Consolidated
                    Balance Sheets as of December 31, 2005 and 2004Consolidated
                    Statements of Operations for the Years Ended December 31, 2005
                    and 2004Consolidated
                    Statements of Stockholders’ Deficit for the Years Ended December 31, 2005
                    and 2004Consolidated
                    Statements of Cash Flows for the Years Ended December 31, 2005
                    and
                    2004Notes
                    to Consolidated Financial Statements













Page
          F-1




















**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**











Board
        of
        Directors and Stockholders
 Resolve
        Staffing, Inc.
 Cincinnati,
        Ohio





We
        have
        audited the accompanying consolidated balance sheet of Resolve Staffing,
        Inc.
        and Subsidiaries (the “Company”) as of December 31, 2005, 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
        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 Subsidiaries as of December 31, 2005, 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
                11, 2006
            PKFSan
                Diego, California
            Certified
                Public AccountantsA
                Professional Corporation














Page
          F-2








REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM











The
      Shareholders and Owners


ELS
      Personnel Services


Cincinnati,
        Ohio








We
          have
          audited the accompanying combined balance sheet of ELS Personnel Services
          (the
“Company”) (a group of commonly controlled entities) as of December 31, 2004,
          and the related combined statements of operations, changes in
          member’s/shareholder’s equity, and cash flows for the year then ended. These
          combined financial statements are the responsibility of the Company's
          management. Our responsibility is to express an opinion on the combined
          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
          combined
          financial statements are free of material misstatement. An audit includes
          examining, on a test basis, evidence supporting the amounts and disclosures
          in
          the combined 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 combined financial statements referred to above present fairly,
          in
          all material respects, the combined financial position of ELS Personnel
          Services
          as of December 31, 2004, and the combined 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.














January
                    11, 2007
                PKFSan
                    Diego, California
                Certified
                    Public AccountantsA
                    Professional
                    Corporation

















Page
          F-3


**RESOLVE
      STAFFING, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      BALANCE SHEETS**


**DECEMBER
      31, 2005 AND 2004**





**ASSETS**
            **2005**
            **2004****Current
                Assets:**Cash
            $
                -
            $75,356Accounts
                receivable, net of allowance for doubtful
              accounts
                of $96,986 for 2005 and $10,700 for 2004
            6,638,782
            1,054,522Prepaid
                and other assets
            330,368
            474,363Note
                receivable from related party
            -
            560,193Total
                current assets
            6,969,150
            2,164,434**Property
                and Equipment:**Property
                and equipment
            866,196
            312,298Less:
                Accumulated depreciation
            (264,935)
            (162,342)Net
                property and equipment
            601,261
            149,956**Other
                Assets:**Goodwill
            6,695,579
            640,000Non
                competes, net of accumulated amortization of $106,917
            231,083
            -Total
                other assets
            6,926,662
            640,000**Total
                Assets**
            **$14,497,073**
            **$2,954,390****LIABILITIES
                AND STOCKHOLDERS’ (DEFICIT) EQUITY****Current
                Liabilities:**Bank
                overdraft
            $205,551
            $37,871Accounts
                payable and accrued liabilities
            1,011,903
            37,745Accounts
                payable related party
            825,921
            -Accrued
                salaries and payroll taxes
            639,474
            395,268Notes
                payable and lines of credit
            1,849,246
            525,621Notes
                payable - related parties
            91,500
            1,484,226Total
                current liabilities
            4,623,595
            2,480,731**Long
                Term Liabilities**Notes
                payable
            4,209,762
            393,556Notes
                payable - related parties
            5,873,936
            -Total
                long term debt
            10,083,698
            393,556Total
                Liabilities
            14,707,293
            2,874,287**Stockholders’
                (Deficit) Equity:**Common
                stock, $.0001 par value, 50,000,000 shares authorized, issued and
                outstanding: 2005 - 15,219,101 shares; 2004 - 13,000,000
                shares
            1,522
            1,300Paid-in
                capital
            1,187,475
            989,698Accumulated
                deficit
            (1,399,217)
            (910,895)Total
                stockholders’ (deficit) equity
            (210,220)
            80,103**Total
                Liabilities and Stockholders’ (Deficit) Equity**
            **$14,497,073**
            **$2,954,390**




See
      accompanying notes.








Page
          F-4








**RESOLVE
      STAFFING, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2005 AND 2004**





**2005**
            
            **2004****Staffing
                Services Revenue**
            
            $31,138,212
            
            $4,284,006**Cost
                of Staffing Services Revenue**
            
            25,356,038
            
            3,567,164**Gross
                Profit**
            
            5,782,174
            
            716,842**Operating
                Expenses**
            
            6,004,356
            
            759,586**Loss
                From Operations**
            
            (222,182)
            
            (42,744)**Other
                Income (Expense):**Interest
                expense
            
            (266,140)
            
            (13,160)Other
                income (expenses), net
            
            (266,140)
            
            (13,160)**Net
                Loss**
            
            $(488,322)
            
            $(55,904)**Net
                Loss Per Share**Basic
                and diluted
            
            $(.03)
            
            $(.00)**Weighted
                Average Number of Shares Used in Loss Per Share
                Computation:**Basic
                and diluted
            
            14,540,838
            
            13,000,000













See
      accompanying notes.








Page
          F-5








**RESOLVE
      STAFFING, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ DEFICIT**


**FOR
      THE YEARS ENDED DECEMBER 31, 2005 AND 2004**








**Common
                Shares**
            **Stock
                Amount**
            **Paid
                in Capital**
            **Accumulated
                Deficit**
            **Total****Balance,
                December 31, 2003**
            13,000,000
            $
                1,300
            $
                989,698
            $
                (854,991)
            $
                136,007Net
                Loss
            
            
            
            (55,904)
            (55,904)**Balance
                December 31, 2004**
            13,000,000
            1,300
            989,698
            (910,895)
            80,103Issuance
                of common stock for acquisitions
            1,639,101
            164
            139,835
            -
            139,999Issuance
                of common stock for services
            580,000
            58
            57,942
            -
            58,000Net
                Loss
            
            
            
            (488,322)
            (488,322)**Balance
                December 31, 2005**
            15,219,101
            $1,522
            $
                1,187,475
            $
                (1,399,217)
            $
                (210,220)




See
      accompanying notes.














Page
          F-6








**RESOLVE
      STAFFING, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2005 AND 2004**





**2005**
            
            **2004****Cash
                Flows From Operating Activities**Net
                loss
            $(488,322)
            
            $(55,904)Adjustments
                to reconcile net loss to net cash flows from operating
                activities:Stock-based
                compensation
            58,000
            
            -Depreciation
            71,586
            
            10,120Change
                in allowance for doubtful accounts
            78,022
            
            -Amortization
                of non-compete agreements
            106,917
            
            -Changes
                in operating assets and liabilities:Accounts
                receivable
            (5,404,372)
            
            (830,296)Prepaid
                and other assets
            269,854
            
            (239,322)Accounts
                payable and accrued liabilities
            547,078
            
            265,307Payables
                to related party
            825,921
            
            -Accrued
                salaries and payroll taxes
            244,206
            
            58,081Net
                cash flows used in operating activities
            (3,691,110)
            
            (792,014)**Cash
                Flows From Investing Activities******Purchases
                of property and equipment
            (172,517)
            
            -****Acquisition
                of net assets of subsidiaries, net of cash
            (1,941,480)****Net
                cash flows used in investing activities
            (2,113,997)
            
            -**Cash
                Flows From Financing Activities**Bank
                overdraft
              ****Borrowings
                (paydowns) on line of credit
            167,680
              (400,000)
            
            21,734
              400,000Proceeds
                from notes payable
            3,914,919
            
            519,177Paydowns
                on notes payable
              Borrowings
                from related parties
            (1,164,107)
              6,713,463
            
            -
              -Paydowns
                on related party debt
            (3,502,204)
            
            (73,541)****Net
                cash provided by financing activities
            5,729,751
            
            867,370**Net
                Increase (Decrease) in Cash**
            (75,356)
            
            75,356**Cash,
                Beginning of the Period**
            75,356
            
            -**Cash,
                End of the Period**
            $-
            
            $75,356





See
      accompanying notes.








Page
          F-7


**RESOLVE
      STAFFING, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005 AND 2004**





**NOTE
      A - NATURE OF OPERATIONS, LIQUIDITY AND MANAGEMENT’S PLANS, AND SUMMARY OF
      SIGNIFICANT ACCOUNTING POLICIES**





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 a national provider of outsourced human resource
      services with 52 offices reaching from California to New York. The Company
      provides a full range of supplemental staffing and outsourced solutions,
      including solutions for temporary, temporary-to-hire, or direct hire staffing
      in
      the clerical, office administration, customer service, professional and light
      industrial categories.





On
      February 7, 2005, Resolve Staffing, Inc., entered into an equity purchase
      agreement (“Agreement”), to purchase ELS Personnel Services (“ELS”) (the
“Combination”) from Employee Leasing Services, Inc., (“ELS Inc.”), a
      privately-held company located in Cincinnati, Ohio. The Company’s Chief
      Executive Officer and director, Ronald Heineman, is a principal shareholder,
      officer and director of ELS. Pursuant to the equity purchase agreement, Resolve
      acquired the ownership interest in the group of companies which comprised ELS
      Personnel Services, (ELS Personnel Services, LLC, Five Star Staffing, Inc.,
      Five
      Star Staffing (NY), Inc., and American Staffing Resources, Ltd.) comprising
      a
      total of 10 temporary employee staffing locations. See Basis of Presentation
      section for discussion of accounting treatment of the acquisition of
      ELS.





Employee
          Leasing Services, Inc., operated 4 locations and acquired the 7 temporary
          employee staffing locations throughout fiscal 2004. ELS Inc. acquired Five
          Star
          Staffing, Inc. which consisted of 3 locations, in August 2004, Five Star
          Staffing (NY), Inc., which consisted of 3 locations, in November 2004 and
          American Staffing Resources, Ltd which consisted of 1 location, in November
          2004. Prior to ELS Inc.’s acquisition of these entities, these entities were
          owned and operated by unrelated third parties in various locations throughout
          Florida, New York and Ohio.


In
      connection with the Combination on February 7, 2005, ELS was deemed to be the
      acquiring company for accounting purposes and the Combination was accounted
      for
      as a reverse acquisition under the purchase method of accounting for business
      combinations in accordance with accounting principles generally accepted in
      the
      United States of America. The acquisition of the ELS entities was treated as
      a
      reverse acquisition for financial accounting purposes and therefore the
      accompanying comparative financial information is that of ELS rather than the
      historical financial statements of Resolve Staffing, Inc. In conjunction with
      this transaction, the group of companies known as ELS Personnel Services, which
      were legally acquired by Resolve Staffing, Inc., changed its name to Resolve
      Staffing, Inc. The financial information for 2004 includes the combined balances
      and combined results of operations of the individual entities which comprise
      ELS. The combined results of operations for the acquired entities include the
      activities of each entity from the date of acquisition to December 31,
      2004.





On
      various dates during 2005, Resolve Staffing, Inc., entered into purchase
      agreements (“Agreements”), to acquire all of the assets and/or ownership of
      various separate privately-held entities owned and operated by unrelated parties
      located throughout the United States. Pursuant to the acquisition agreements,
      Resolve acquired a total of 31 temporary employee staffing locations from the
      newly acquired entities. The results of operations for each of the entities
      below have been included from the date of acquisition through December 31,
      2005.
      These include:





·
            On
                January 24, 2005, Resolve acquired certain assets from Solaris Staffing,
                Inc. These assets included the operations of certain temporary staffing
                offices located in upstate New
                York.


·
            On
                February 20, 2005, Resolve acquired SupportStaff Employment Services,
                a
                full-service staffing firm located in Sebring,
                FL.


·
            On
                May 9, 2005, Resolve acquired certain assets from Pride Staffing,
                Inc.
                These assets include a temporary staffing office located in Erie,
                PA.


·
            On
                June 13, 2005 Resolved acquired The Arnold Group, a Southern California
                staffing firm.


·
            On
                June 20, 2005 Resolve acquired Taylor Personnel Services, Inc., a
                Buffalo,
                New York staffing firm.


·
            On
                August 22, 2005 Resolve acquired Truckers Plus, Inc., a thirteen
                location
                truck driver staffing firm headquartered in Memphis,
                Tennessee.





Page
          F-8


**RESOLVE
      STAFFING, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005 AND 2004**





**NOTE
      A - NATURE OF OPERATIONS, LIQUIDITY AND MANAGEMENT’S PLANS, AND SUMMARY OF
      SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





·
            On
                September 14, 2005 Resolve acquired QRD International, Inc., dba.
                Delta
                Staffing, a Southern California staffing
                firm.


·
            On
                September 30, 2005 Resolve acquired Midwest Staffing Inc., a medical
                staffing firm located in Oklahoma City,
                Oklahoma.


·
            On
                October 21, 2005 Resolve acquired Star Personnel Services of Kentucky,
                LLC, a Northern KY staffing firm.


·
            On
                October 31, 2005 Resolve acquired Project Solvers Inc., a temporary
                and
                permanent placement firm specific to the fashion, apparel, and design
                industries, with a New York office.


·
            On
                November 10, 2005 Resolve acquired ProCare Medical Staffing, LLC,
                a
                medical staffing firm with an Illinois
                office.


·
            On
                November 28, 2005 Resolve acquired Big Sky Travel Nurses, Inc., a
                medical
                staffing firm, with a Montana
                office.


·
            On
                December 11, 2005 Resolve acquired Assisted Staffing, Inc., a medical
                staffing firm with an Arizona office
                location.


·
            On
                December 26, 2005 Resolve acquired Pagnard Enterprises, Inc., a temporary
                staffing firm with an Ohio office.


·
            On
                December 27, 2005 Resolve acquired Drivers Plus, Inc., a truck driver
                staffing firm with an office in
                Missouri.


·
            On
                December 30, 2005 Resolve acquired Staffpro, Inc., a temporary staffing
                firm with one office in Kentucky and one office in
                Ohio.





Acquisition
      of Entities from Related Parties





In
      connection with the Combination on February 7, 2005, described below in the
      Basis of Presentation section of the notes to consolidated financial statements,
      ELS was deemed to be the acquiring company for accounting purposes and the
      Combination was accounted for as a reverse acquisition under the purchase method
      of accounting for business combinations in accordance with accounting principles
      generally accepted in the United States of America.. In conjunction with this
      transaction, Resolve issued 13,000,000 shares of restricted common stock valued
      at $130,000, a note payable in the amount of $1,500,000, and paid cash of
      $17,125, in exchange for 100% of the ownership interest in 4 entities with
      10
      staffing locations. The fair value of the assets and liabilities assumed, on
      the
      date of acquisition were as follows:





Accounts
                receivable
            
            
            $
                30,457Prepaid
                and other assets
            
            56,378Property
                and equipment
            
            15,280Goodwill
            
            
            
            2,035,679Accounts
                payable and accrued liabilities
            (71,425)Notes
                payable
            
            
            (419,244)$
                1,647,125





Page
          F-9





**RESOLVE
      STAFFING, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005 AND 2004**





**NOTE
      A - NATURE OF OPERATIONS, LIQUIDITY AND MANAGEMENT’S PLANS, AND SUMMARY OF
      SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





Acquisition
      of Entities from Unrelated Parties





On
      various dates during 2005, as described above, Resolve Staffing, Inc., entered
      into purchase agreements (“Agreements”), to acquire all of the assets and/or
      ownership of various separate privately-held entities owned and operated by
      unrelated parties located throughout the United States. Pursuant to the
      acquisition agreements, Resolve acquired a total of 31 temporary employee
      staffing locations from the newly acquired entities.





Resolve
      paid cash, issued common stock, and issued notes payable in the amount of
      $4,419,881 in exchange for the assets and liabilities of the above staffing
      entities as described below. The following table summarizes the estimated fair
      values of the assets acquired and liabilities assumed, on the date of
      acquisition of each entity:





**Midwest
                Staffing**
            **Project
                Solvers**
            **Assisted
                Staffing**
            **Other**
            **Total**Accounts
                Receivable
            $-
            $92,203
            $-
            $135,252
            $227,455Prepaid
                & Other Assets
            -
            -
            -
            77,376
            77,376Property
                & Equipment
            25,000
            40,000
            6,000
            264,095
            335,095Goodwill
            641,509
            817,047
            101,031
            2,469,496
            4,029,083Non-Compete
                Agreements
            -
            -
            44,000
            294,000
            338,000Accounts
                Payable & Accrued Liabilities
            -
            -
            -
            (355,607)
            (355,607)Notes
                Payable
            -
            -
            -
            (231,521)
            (231,521)Total
                Assets Acquired:
            $666,509
            $949,250
            $151,031
            $2,653,091
            $4,419,881





In
      conjunction with the acquisitions from all parties during 2005, approximately
      $6,056,000 has been assigned to goodwill.





The
      financial results of these acquired entities are included in the consolidated
      financial statements from the date of acquisition.





Basis
      of Presentation





Because
      the owners of ELS held approximately 90% of the Company’s outstanding common
      stock after the Combination, as well as the Company’s analysis of the other
      criteria used for determining which entity is the accounting acquirer under
      SFAS
      No. 141, ELS is deemed to be the acquiring company for accounting purposes
      and
      the Combination has been accounted for as a reverse acquisition under the
      purchase method of accounting for business combinations in accordance with
      accounting principles generally accepted in the United States of America. The
      audited financial statements of Resolve for each of the two years ended
      December 31, 2003 and 2004 are included in the Resolve Staffing, Inc.
      Annual Report on Form 10-KSB, filed with the Securities and Exchange Commission
      (the “SEC”) on April 15, 2005. The audited financial statements of ELS for the
      two years ended December 31, 2003 and 2004 or such time as the entity was under
      the control of ELS, Inc. through December 31, 2004 have been included in the
      Resolve Staffing, Inc. amended report on Form 8-K pertaining to this acquisition
      which was filed in December, 2005. In accordance with the accounting treatment
      described above, the historical financial statements prior to the Combination
      reflect those of ELS. In conjunction with this transaction, the group of
      companies known as ELS Personnel Services, which were legally acquired by
      Resolve Staffing, Inc., changed its name to Resolve Staffing, Inc. The financial
      information for 2004 includes the combined balances and combined results of
      operations of the individual entities which comprise ELS. The combined results
      of operations for the acquired entities include the activities of each entity
      from the date of acquisition to December 31, 2004.











Page
          F-10


**RESOLVE
      STAFFING, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005 AND 2004**





**NOTE
      A - NATURE OF OPERATIONS, LIQUIDITY AND MANAGEMENT’S PLANS, AND SUMMARY OF
      SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





Liquidity
      and Management’s Plans





As
      reflected in the accompanying consolidated financial statements, the Company
      has
      a net working capital balance of $2,345,556 and a stockholder’s deficit of
      $210,220, as of December 31, 2005. Prior to the third quarter of 2005, the
      Company had incurred losses and has been dependent upon the financial support
      of
      stockholders, management and other related parties.





For
      the
      year ended December 31, 2005 the Company incurred a net loss of $488,322. Of
      this loss, $314,525 did not represent the use of cash. Non-cash expenditures
      consisted of depreciation of $71,586, stock issuances for services provided
      to
      the Company of $58,000, increase in allowance for doubtful accounts of $78,022,
      and amortization of non compete agreements of $106,917. Changes in accounts
      receivable, prepaid and other expenses, and financing, along with decreases
      in
      accounts payable, payroll, salary, and other accruals brought the total cash
      used by operations to $3,691,110. Additionally the Company used $172,517 to
      purchase computer equipment, software and office equipment during this period.





Management
      has successfully obtained additional financial resources, which the Company
      believes will support operations. These financial resources include financing
      from both related and non-related third parties, are discussed in the
      accompanying footnotes to the financial statements. There can be no assurance
      that management will be successful in continuing operations without additional
      financing efforts. The financial statements do not reflect any adjustments
      that
      may arise as a result of this uncertainty.





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





**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 for 2005 include the accounts of the Company
      and its subsidiaries. All significant inter-company accounts and transactions
      have been eliminated in preparing the accompanying financial statements.





Revenue
      Recognition





Staffing
      and managed service revenue and the related labor costs and payroll are recorded
      in the period in which services are performed. 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
          F-11


**RESOLVE
      STAFFING, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005 AND 2004**





**NOTE
      A - NATURE OF OPERATIONS, LIQUIDITY AND MANAGEMENT’S PLANS, AND SUMMARY OF
      SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





Stock
      Based Employee 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 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 cost for stock
      options are measured as the excess, if any, of the fair value of the Company’s
      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 123”). Under SFAS 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 the historical and pro-forma stock based compensation
      value.





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, 2005
      and 2004 was $88,483 and $6,300 respectively. The Company’s policy for
      determining when receivables are past due is 31 days after original invoice
      date. The Company’s policy for charging off uncollectible accounts receivable
      requires approval of the Chief Financial Officer, after reviewing Corporate
      Credit recommendation in consultation with the specific branch involved,
      determining that the debt has little, if any chance, of being collected.





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, 2005, no customer accounted for 10% or more of
      gross accounts receivable and no customer accounted for 10% or more of the
      net
      revenues for the year ended December 31, 2005. As of December 31, 2004, no
      customer accounted for 10% or more of gross accounts receivable and no customers
      accounted for 10% or more of net revenues 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,
      2005
      and 2004 do not differ materially from the aggregate carrying value of its
      financial instruments recorded in the accompanying balance sheets.





Property
      and Equipment





Property
      and equipment are recorded at historical cost and include expenditures, which
      substantially increase the useful lives of existing property 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.





Page
          F-12


**RESOLVE
      STAFFING, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005 AND 2004**





**NOTE
      A - NATURE OF OPERATIONS, LIQUIDITY AND MANAGEMENT’S PLANS, AND SUMMARY OF
      SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





Advertising
      Costs





Advertising
      costs, except for costs associated with direct-response advertising, are charged
      to operations when incurred. The costs of direct-response advertising are
      capitalized and amortized over the period during which future benefits are
      expected to be received. Resolve did not have direct-response advertising costs
      during the years ended December 31, 2005 and 2004. Total advertising costs
      for
      the years ended December 31, 2005 and 2004 were $311,376 and $24,533,
      respectively.





Stock
      Split





On
      December 28, 2004, the Company initiated 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 $.0001 and also maintained the number of shares of
      common stock the Company is authorized to issue at 50,000,000.





Income
      Tax





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 and stock options, since the effect of including them would be
      anti-dilutive.





Recent
      Accounting Pronouncements





Effective
      as of December 31, 2004, the Company adopted the revised interpretation of
      Financial Accounting Standards Board (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, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards No. 123 (revised 2004), *Share-Based
      Payment* (SFAS
      No.
      123R). SFAS No. 123R revised SFAS No. 123, *Accounting
      for Stock-Based Compensation* ,
      and
      supersedes APB Opinion No. 25, *Accounting
      for*  *Stock
      Issued to Employees* ,
      and its
      related implementation guidance. SFAS No. 123R will require compensation costs
      related to share-based payment transactions to be recognized in the financial
      statement (with limited exceptions). The amount of compensation cost will be
      measured based on the grant-date fair value of the equity or liability
      instruments issued. Compensation cost will be recognized over the period that
      an
      employee provides service in exchange for the award.




In
      April
      2005, the Securities and Exchange Commission (“SEC”) adopted a new rule that
      amends the compliance dates for SFAS No. 123R. The Statement requires that
      compensation cost relating to share-based payment transactions be recognized
      in
      financial statements and that this cost be measured based on the fair value
      of
      the equity or liability instruments issued. SFAS No. 123R covers a wide range
      of
      share-based compensation arrangements including share options, restricted share
      plans, performance-based awards, share appreciation rights, and employee share
      purchase plans. The Company will adopt SFAS No. 123R on January 1, 2006 and
      is
      currently evaluating the impact the adoption of the standard will have on the
      Company’s results of operations.








Page
          F-13





**RESOLVE
      STAFFING, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005 AND 2004**





**NOTE
      A - NATURE OF OPERATIONS, LIQUIDITY AND MANAGEMENT’S PLANS, AND SUMMARY OF
      SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**





In
      March
      2005, the SEC issued Staff Accounting Bulletin No. 107 (“SAB No. 107”), *Share-Based
      Payment* ,
      providing guidance on option valuation methods, the accounting for income tax
      effects of share-based payment arrangements upon adoption of SFAS No. 123R,
      and
      the disclosures in MD&A subsequent to the adoption. The Company will provide
      SAB No. 107 required disclosures upon adoption of SFAS No. 123R on January
      1,
      2006 and is currently evaluating the impact the adoption of the SAB will have
      on
      the Company’s financial condition, results of operations, and cash flows.




In
      December 2004, FASB issued SFAS No. 153, *Exchanges
      of Nonmonetary Assets- An Amendment of APB Opinion No. 29* .
      The
      guidance in APB Opinion No. 29, *Accounting
      for Nonmonetary Transactions* ,
      is
      based on the principle that exchanges of nonmonetary assets should be measured
      based on the fair value of the assets exchanged. The guidance in that Opinion,
      however, included certain exceptions to that principle. SFAS No. 153 amends
      Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar
      productive assets and replaces it with a general exception for exchanges of
      nonmonetary assets that do not have commercial substance. A nonmonetary exchange
      has commercial substance if the future cash flows of the entity are expected
      to
      change significantly as a result of the exchange. The provisions of SFAS No.
      153
      are effective for nonmonetary asset exchanges occurring in fiscal periods
      beginning after June 15, 2005. Early application is permitted and companies
      must
      apply the standard prospectively. The adoption of this standard is not expected
      to have any effect on the Company’s results of operations or financial position.





In
      June
      2005, the FASB issued SFAS No. 154, *Accounting
      Changes and Errors*  *Corrections,
      a replacement of APB Opinion No. 20 and FAS No. 3* .
      The
      Statement applies to all voluntary changes in accounting principle, and changes
      the requirements for accounting for and reporting of a change in accounting
      principle. SFAS No. 154 requires retrospective application to prior periods’
financial statements of a voluntary change in accounting principle unless it
      is
      impractical. APB Opinion No. 20 previously required that most voluntary changes
      in accounting principle be recognized by including in net income of the period
      of the change the cumulative effect of changing to the new accounting principle.
      SFAS No.154 improves the financial reporting because its requirements enhance
      the consistency of financial reporting between periods. SFAS No.154 is not
      expected to have any effect on the Company's financial position or results
      of
      operations.





In
      February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid
      Financial Instruments-an amendment of FASB Statements No. 133 and 140. This
      statement resolves issues addressed in FAS No. 133 Implementation Issue No.
      D1,
      Application of Statement 133 to Beneficial Interest in Securitized Financial
      Assets. SFAS No. 155: (a) permits fair value remeasurement for any hybrid
      financial instrument that contains an embedded derivative that otherwise would
      require bifurcation; (b) clarifies which interest-only strips and principal-only
      strips are not subject to the requirements of SFAS No. 133; (c) establishes
      a
      requirement to evaluate beneficial interests in securitized financial assets
      to
      identify interests that are freestanding derivatives or that are hybrid
      financial instruments that contain an embedded derivative requiring bifurcation;
      (d) clarifies that concentrations of credit risk in the form of subordination
      are not embedded derivatives; and, (e) eliminates restrictions on a qualifying
      special-purpose entity's ability to hold passive derivative financial
      instruments that pertain to beneficial interests that are or contain a
      derivative financial instrument. SFAS No. 155 also requires presentation within
      the financial statements that identifies those hybrid financial instruments
      for
      which the fair value election has been applied and information on the income
      statement impact of the changes in fair value of those instruments. The Company
      is required to apply SFAS No. 155 to all financial instruments acquired, issued
      or subject to a remeasurement event beginning January 1, 2007. The Company
      does
      not expect the adoption of SFAS No. 155 to have a material impact on the
      Company's financial statements.





Reclassifications





Certain
      amounts in the 2004 financial statements have been reclassified to conform
      with
      the presentation in 2005. Such reclassifications are not considered material
      to
      the financial statements.











Page
          F-14





**RESOLVE
      STAFFING, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005 AND 2004**





**NOTE
      B - PROPERTY AND EQUIPMENT**





Property
      and equipment as of December 31, 2005 and 2004 is summarized as
      follows:





2005
                
                2004Computer
                    software
                $148,420
                
                $-Computers
                129,846
                
                -Furniture
                    and fixtures
                383,677
                
                111,815Leasehold
                    improvements
                50,887
                
                47,117Office
                    equipment
                153,366
                
                153,366Total
                    property and equipment
                866,196
                
                312,298Less,
                    accumulated depreciation
                (264,935)
                
                (162,342)Net
                    property and equipment
                $601,261
                
                $149,956


Depreciation
      expense for the years ended December 31, 2005 and 2004 was $71,586 and $10,120,
      respectively.





**NOTE
      C - INTANGIBLE ASSETS**





The
      Company’s intangible assets are comprised of goodwill and covenants not to
      compete arising from acquisitions. Goodwill will be assessed for impairment
      annually by management. The Company’s covenants not to compete have contractual
      lives principally ranging from one to two years and are being amortized over
      the
      period of benefit.





Intangibles
      consist of the following at December 31:





2005
            
            2004Covenants
                not to compete
            
            $
                338,000
            
            $
                -Less
                amortization
            
            (106,917)
            
            -$
                231,083
            
            $-Goodwill
            
            $6,695,579
            
            $640,000








Page
          F-15





**RESOLVE
      STAFFING, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005 AND 2004**





**NOTE
      D - NOTES PAYABLE AND LINES OF CREDIT**





Notes
      payable and lines of credit as of December 31, 2005 and 2004 are as
      follows:





2005
            
            2004Lines
                of credit to two banks totaling $7,000,000, interest payable monthly
                at
                rates ranging from prime to 8.50%, maturing February 2007
            $
                3,341,927
            
            $
                400,000Note
                payable to a bank, principal and interest payable monthly of $9,845,
                maturing September 2009
            398,100
            
            475,563Note
                payable to a bank, interest at 5.25%, 10 equal monthly installments
                due of
                $3,797 beginning 2/1/2005 and down payment of $6,542; secured by
                loan
                proceeds and down payment.
            -
            
            43,614Notes
                payable to ELS Inc., accruing interest at 3% per annum, due March
                2007
            5,873,936
            
            1,484,226Notes
                payable to various individuals for the acquisition of various staffing
                entities during 2005. Notes are due at varying dates through December
                2007
                with monthly payment amounts ranging from $5,833 to $34,891. These
                notes
                bear no interest and accordingly management has imputed interest
                at 7.25%
                per annum. Balance is shown net of unamortized loan discount of
                $140,106.
            2,278,981
            
            -Notes
                payable to two individuals accruing interest at 5% to 12% per annum,
                maturity dates are being extended verbally on a month to month basis
            131,500
            
            -Total
                notes payable and lines of credit
            
            12,024,444
            
            2,403,403Current
                portion of notes payable and lines of credit
            
            (1,940,746)
            
            (2,009,847)Long
                term portion of notes payable and lines of credit
            
            $
                10,083,698
            
            $
                393,556





Maturities
      of notes payable and lines of credit are as follows:





Year
                ending December 31,2006
            
            $
                1,940,7462007
            
            9,890,7742008
            
            110,9202009
            
            82,004$
                12,024,444





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





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








Page
          F-16








**RESOLVE
      STAFFING, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005 AND 2004**





**NOTE
      E - 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
      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, 2005, Resolve had a balance of $5,873,936
      outstanding, which includes the note payable for the purchase of ELS of
      $1,500,000. 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. During 2005, the agreement was
      extended for an additional 18 months, becoming due March 31, 2007 with interest
      due at 3% per annum, and the maximum amount was increased on a case by case
      basis upon review.





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.





During
      2004, Five Star Florida (one of the ELS entities) advanced funds to ELS Inc.
      The
      advances bore no interest and no formal agreement or repayment schedule existed.
      During the year ended December 31, 2005, the advances to ELS Inc. were offset
      against amounts payable by other ELS entities, as described above, to ELS Inc.
      At December 31, 2005 and 2004 the balance of the note receivable from ELS Inc.
      was $0 and $560,193, respectively.








Page
          F-17





**RESOLVE
      STAFFING, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005 AND 2004**





**NOTE
      F - INCOME TAXES**





Deferred
      income taxes are provided for temporary differences in recognizing certain
      income and expense items for financial and tax reporting purposes. The deferred
      tax asset of $157,000 as of December 31, 2005 consisted primarily of the income
      tax benefits from net operating losses. A valuation allowance has been recorded
      to fully offset the deferred tax asset as the Company believes it is more likely
      than not that the assets will not be utilized. Significant components of the
      benefit for income taxes for the year ended December 31, 2005 are as
      follows:





2005CurrentFederal
            $
                -State
            --DeferredFederal
            -State
            --Income
                tax expense
            $
                -





At
      December 31, 2005, the Company had federal tax net operating loss carry forwards
      of approximately $457,000. The federal and state tax loss carry forwards will
      begin to expire in 2015, unless previously utilized.





At
      December 31, 2005 and 2004, no deferred tax assets or liabilities were recorded
      in the accompanying financial statements. The Company’s effective tax rate
      differs from the statutory rates associated with taxing jurisdictions because
      of
      changes in the valuation allowance. The valuation allowance at December 31,
      2005, increased approximately $157,000 from 2004.





Pursuant
      to Internal Revenue Code Section 382, the Company’s use of its net operating
      loss carry forwards may be limited as a result of cumulative changes in
      ownership of more than 50% over a three year period.





A
      reconciliation of the statutory income tax rates and the Company’s effective tax
      rate is as follows:





Year
                Ended December 31,
            2005Statutory
                U.S. federal rate
            34.00%Permanent
                differences
            6.00%Change
                in valuation allowance
            -40.00%Provision
                for income taxes
            0.00%











Page
          F-18


**RESOLVE
      STAFFING, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005 AND 2004**





**NOTE
      F - INCOME TAXES (CONTINUED)**





The
      tax
      effects of the temporary differences and carry forwards that give rise to
      deferred tax assets consist of the following:





December
                31,
            2005Deferred
                tax assets:Loss
                carry forwards
            $
                156,300Other
            700Gross
                deferred tax assets
            157,000Valuation
                allowance
            (157,000)$
                -





As
      of
      December 31, 2005, the Company recorded a valuation allowance of $157,000
      related to the deferred tax assets.





Income
      taxes for 2004 for ELS have not been provided for as each of these entities
      was
      a wholly owned subsidiary of ELS Inc. and reported all income and expenses
      on
      the consolidated income tax returns of ELS, Inc. ELS Inc. has elected to be
      taxed under the provisions of Subchapter S of the Internal Revenue Code. Under
      those provisions, ELS had no liability. Instead the owners of ELS are liable
      for
      income taxes on the respective share of ELS’s taxable income.





**NOTE
      G - CASH FLOW SUPPLEMENTAL INFORMATION**





Cash
      paid
      for interest during the years ended December 31, 2005 and 2004 amounted to
      $238,454 and $13,160, respectively.





During
      the year ended December 31, 2005, the following non-cash transactions were
      recorded:





Non-cash
      investing and financing activities:





In
      conjunction with the Combination on February 7, 2005, described below in the
      basis of Presentation section of the notes to consolidated financial statements,
      ELS was deemed to be the acquiring company for accounting purposes and the
      Combination was accounted for as a reverse acquisition under the purchase method
      of accounting for business combinations in accordance with accounting principles
      generally accepted in the United States of America. In conjunction with this
      transaction, Resolve issued 13,000,000 shares of restricted common stock valued
      at $130,000 and a note payable in the amount of $1,500,000 in exchange for
      100%
      of the ownership interest in 4 entities with 10 staffing locations. The fair
      value of the assets and liabilities assumed, on the date of acquisition were
      as
      follows:





Accounts
                receivable
            $30,457Prepaid
                and other assets
            48,483Property
                and equipment
            15,280Goodwill
            2,026,496Accounts
                payable and accrued liabilities
            (71,472)Notes
                payable
            (419,244)$1,630,000





Acquisition
      of Entities from Unrelated Parties





On
      various dates during 2005, Resolve Staffing, Inc., entered into purchase
      agreements (“agreements”), to acquire all of the assets and/or ownership of
      various separate privately-held entities owned and operated by unrelated
      parties. Pursuant to the acquisition agreements, Resolve acquired a total of
      31
      temporary employee staffing locations from the newly acquired
      entities.











Page
          F-19





**RESOLVE
      STAFFING, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005 AND 2004**





**NOTE
      G - CASH FLOW SUPPLEMENTAL INFORMATION (CONTINUED)**





Resolve
      issued notes payable and common stock valued at $2,492,416 in exchange for
      the
      assets and liabilities of the above staffing entities as described below. The
      following table summarizes the estimated fair value, of the assets acquired
      and
      liabilities assumed, on the date of acquisition of each entity:





Accounts
                receivable
            $135,252Property
                and equipment
            104,489Prepaid
                and other assets
            21,815Goodwill
            2,659,971Non-compete
                agreements
            144,000Accounts
                payable and accrued liabilities
            (355,608)Notes
                payable
            (217,503)$2,492,416





The
      Company had no non-cash investing or financing activities during
      2004.





**NOTE
      H - STOCKHOLDERS’ (DEFICIT) EQUITY**





Issuance
      of Common Stock





On
      February 7, 2005, the Company entered into the Combination described above.
      In
      conjunction with the Combination and the treatment as a reverse acquisition,
      the
      13,000,000 shares of common stock issued as part of this transaction have been
      presented as if they were outstanding for all periods presented.





On
      May
      25, 2005, Resolve Staffing, Inc. issued 100,000 shares to certain consultants
      as
      part of their compensation.





On
      August
      18, 2005, Resolve issued 50,000 shares to certain consultants as part of their
      compensation and 100,000 shares as per an employment agreement with certain
      shareholders and employees of Truckers Plus.





On
      November 22, 2005, Resolve issued 430,000 shares to various consultants as
      part
      of their compensation.





Common
      Stock Warrants





As
      of
      December 31, 2005 and 2004 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 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
          F-20





**RESOLVE
      STAFFING, INC. AND SUBSIDIARIES**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2005 AND 2004**





**NOTE
      I - COMMITMENTS AND CONTINGENCIES**





Operating
      Leases





The
      Company rents various office space for each of its locations across the United
      States, under lease terms ranging from month-to-month to expiring September,
      2010. Monthly payments due under these leases range from $210 to $4,970. Resolve
      has the option to renew various leases under the same terms and conditions
      as
      the original leases and anticipates exercising certain of these
      options.





The
      future maturities of minimum lease payments under the Company’s operating leases
      are as follows:





OperatingYear
            
            leases2006
            
            $637,1652007
            
            485,5482008
            
            332,2852009
            
            185,2422010
            
            85,838Total
                minimum lease payments
            $1,726,078





Total
      rent expense for the years ended December 31, 2005 and 2004 was $385,831 and
      $50,425, respectively.





Litigation





The
      Company is subject to legal proceedings and claims, which arise in the ordinary
      course of its business. In the opinion of management, the amount of ultimate
      liability with respect to currently pending or threatened actions is not
      expected to materially affect the financial position or results of operations
      of
      the Company.





Off
      Balance Sheet Arrangements





Depending
      on certain goals and performances being met, Resolve has the following off
      balance sheet arrangements in which Resolve is obligated to pay the previous
      owners of the following entities certain contingent amounts, which are the
      result of the various acquisitions described previously. If additional amounts
      are paid these amounts will be recorded as additional goodwill when
      paid.





·
            The
                Arnold Group - Based on sales targets, the prior owners may receive
                contingent performance payments not to exceed $125,000 through May
                31,
                2007.


·
            Taylor
                Personnel Services, Inc. - Based on sales targets, the prior owners
                may
                receive contingent performance payments not to exceed $80,000 through
                May
                31, 2007.


·
            QRD
                International, Inc. dba Delta Staffing - Based on gross profit targets,
                the prior owners may receive contingent performance payments of up
                to
                approximately $150,000 through September 11, 2006, and $75,000 through
                September 11, 2007.


·
            Midwest
                Staffing, Inc. - Based on pre-tax profit targets, the prior owners
                may
                receive contingent performance payments not to exceed $75,000 through
                September 27, 2006 and approximately $75,000 through September 27,
                2007.


·
            Star
                Personnel Services of Kentucky, LLC. - Based on sales targets, the
                prior
                owners may receive contingent performance payments not to exceed
                $50,000
                through December 31, 2006.








Page
          F-21


·
            Project
                Solvers, Inc. - Based on pre-tax profit targets, the prior owners
                may
                receive contingent performance payments not to exceed $200,000 through
                October 25, 2008.


·
            Pro
                Care Medical Staffing, LLC. - Based on pre-tax targets the prior
                owners
                may receive contingent performance payments not to exceed $650,000
                in
                total through November 9, 2007.


·
            Big
                Sky Travel Nurses, Inc. - Based on pre- tax profit targets, the prior
                owners may receive contingent performance payments of up to approximately
                $15,000 through November 27, 2006 and $15,000 through November 27,
                2007.


·
            Assisted
                Staffing, Inc. - Based on pre- tax profit targets, the prior owners
                may
                receive contingent performance payments of up to approximately $25,000
                through December 10, 2007.


·
            Pagnard
                Enterprises Inc. - Based on sales targets, the prior owners may receive
                contingent performance payments of up to approximately $150,000 through
                February 15, 2008.


·
            Driver’s
                Plus, Inc. - Based on pre- tax profit targets, the prior owners may
                receive contingent performance payments of up to approximately $10,000
                through December 26, 2006, and $10,000 through December 26,
                2007.


·
            StaffPro,
                LLC. - Based on sales targets, the prior owners may receive contingent
                performance payments of approximately $25,000 through December 29,
                2006.


The
      following off balance sheet arrangements are based on transactions completed
      after December 31, 2005.


·
            R
                & R Staffing Services, Inc. - Based on gross profit targets, the prior
                owners may receive contingent performance payments of up to approximately
                $350,000 through January 5, 2007.


·
            Ready
                Nurse, LLC. - Based on pre- tax profit targets, the prior owners
                may
                receive contingent performance payments of up to approximately $10,000
                through March 5, 2008.





Employment
      Agreements





In
      accordance with certain of the acquisition agreements entered during 2005,
      the
      Company entered into employment agreements with previous owners and selected
      individuals. The terms of these employment agreements range from six months
      to
      two years in length and are considered to be in the normal course of
      business.





**NOTE
      J - SUBSEQUENT EVENTS**





On
      January 3, 2006 Resolve Staffing elected three new officers. Steve Ludders
      has
      been promoted to Executive VP, Chief Operating Officer of the Company. Scott
      Horne has been promoted to Executive VP, Chief Financial Officer of the Company.
      Tom Lawry has been promoted to Controller, Treasurer of the Company.





On
      January 9, 2006, Resolve Staffing entered into a consulting agreement with
      Dan
      Seifer. Under the term of the agreement, Mr. Seifer will be paid in options
      to
      acquire up to 4,000,000 shares of common stock of the Company and is to provide
      the following services in a timely manner:





·
            Business
                Plan Development - Become familiar with the business and operations
                of the
                Company and review and analyze the Company’s formal and informal
                financial, strategic, and business plans. In conjunction with the
                Company,
                prepare and update a formal strategic business plan along with a
                detailed
                financial model/projection, and update the business plan and financial
                model as needed during the term of this
                Agreement;


·
            Strategic
                Consulting - Assist the Company in sourcing and locating joint-venture
                partners. Advise the Company in strategic planning matters and assist
                in
                the implementation of short- and long-term strategic planning initiatives
                to fully develop and enhance the Company’s assets, resources, products,
                and technologies. Provide advice to and consult with the Company
                concerning management, product marketing, strategic planning, and
                corporate organization in connection with the Company’s business and
                advise the Company regarding its overall development, progress, needs,
                and
                condition. If requested by the Company, assist in the due diligence
                of
                prospective strategic partners.


·
            Other
                Services - Perform other services as may be reasonably requested
                by the
                Company that are within the normal scope of operations of Dan
                Seifer.





On
        March
        31, 2006, Mr. Seifer issued a note to the Company for exercise of the options
        under this agreement. Prior June 30, 2006, 533,334 options were fully paid
        for.
        On June 30, 2006 the agreement was rescinded and the note receivable for
        the
        remaining shares was cancelled.





On
      January 24, 2006 Resolve Staffing acquired R & R Staffing Services, Inc.,
      located in Syracuse, New York. With $4 million in annual revenue, this
      acquisition gave Resolve its 13th office in various Northeast
      markets.


Page
          F-22


On
      February 22, 2006, Resolve Staffing announced that it has reached an agreement
      in principle to merge with Employee Leasing Services, Inc. (ELS Inc.), and
      certain related affiliates. Headquartered in Cincinnati, Ohio. ELS Inc., a
      professional employer organization (PEO), manages a payroll of over 10,000
      worksite employees in over 40 states and has operation and service centers
      throughout the country. ELS Inc.’s 2005 gross (non-GAAP) revenues were over $200
      million, which equates to approximately $50 million in net (GAAP) revenues
      and
      $3.5 million in Pretax Profit. Under the terms of the agreement, Resolve will
      acquire all outstanding shares of ELS Inc. for approximately $3 million in
      cash,
      a $7 million note and 1.4 million shares of Resolve common stock. Closing
      of the transaction is subject to certain customary closing conditions and is
      expected to occur in the second quarter of 2006. Management believes that this
      transaction will be accounted for as a reverse acquisition if the transaction
      is
      completed under the current terms.





On
      March
      27, 2006 Resolve Staffing acquired Ready Nurses LLC, a Fulton, Missouri based
      medical staffing firm. Ready Nurses provides a variety of medical staffing
      services including travel nurses and other healthcare related professionals.
      With $1 million in annual sales, this acquisition was Resolve’s fourth in the
      burgeoning medical staffing industry.





On
          October 1, 2006, Resolve entered into a merger agreement with ELS, Inc.
          The
          merger of Resolve and ELS, Inc. will create a national human resource
          outsourcing provider.
 
 On
          October 11, 2006, Resolve acquired KFT, Inc. (dba Power Personnel), a New
          York
          based staffing firm with annual sales of approximately $12 million (unaudited).
          Power Personnel, located in Rochester, NY, has seven offices in the upstate
          New
          York market. Power Personnel provides a variety of temporary staffing,
          permanent
          placement and payroll management services. The acquisition gives Resolve
          a total
          of 16 staffing offices in the State of New York and 74
          nationwide.

















Page
          F-23





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





On
      August
      16, 2004, Aidman, Piser and Company ("APC"), the Registrant's independent
      auditors, notified the Registrant that they were resigning from the
      client-auditor relationship with the Registrant effective as of that date.
      With
      respect to Item 304(a)(1) of Regulation S-B, the Registrant further discloses
      the following information:





APC
      was
      engaged by Registrant to serve as the Registrant's independent auditors for
      the
      fiscal year ended December 31, 2003. The report of APC with respect to the
      Registrant'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 Registrant 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 its report on the Registrant's financial
      statements for such year.





As
      stated
      in APC's resignation letter dated August 16, 2004, a review of the Registrant's
      Forms 10-QSB for the first and second quarter of the current year has not been
      completed. As a result, the Registrant's previously issued financial statements
      for the first quarter of 2004 and the financial statements to be issued for
      the
      second quarter of 2004 were subsequently reviewed by the Registrant's new
      auditors.





On
      September 21, 2004, the Company engaged PKF San Diego, Certified Public
      Accountants, A Professional Corporation located in San Diego, California,
      ("PKF"), as its independent registered public accounting firm. 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).





**ITEM
      8A. CONTROLS AND PROCEDURES**





Evaluation
      of disclosure controls and procedures





As
      of
      December 31, 2005, we carried out an evaluation of the effectiveness of the
      design and operation of our disclosure controls and procedures pursuant to
      Exchange Act Rule 13a-14. This evaluation was done under the supervision and
      with the participation of our Principal Executive Officer and Principal
      Financial Officer. Based upon that evaluation, they concluded that our
      disclosure controls and procedures are effective in gathering, analyzing and
      disclosing information needed to satisfy our disclosure obligations under the
      Exchange Act.





Changes
      in internal controls





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








Page
          39





**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 OfficerDonald
                E. Quarterman, Jr.
            37
            DirectorWilliam
                A. Brown
            47
            DirectorWilliam
                Walton
            70
            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 & 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.





**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.





**William
      Walton.** Mr.
      Walton joined Resolve Staffing as a member of the Board of Directors after
      the
      acquisition of ELS’ staffing offices in February of 2005. Mr. Walton is a
      partner of ELS Human Resource Solutions. Mr. Walton entered the staffing
      industry in the mid 1980s and eventually purchased a Snelling Personnel
      franchise in 1989. In 1991, he joined ELS and helped to grow it into a company
      generating in excess of $200 million in annual revenues. Mr. Walton brings
      a
      diverse experience base to Resolve and is expected to play a key role as Resolve
      strives to become a Total Human Resource Outsourcing Company.





**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
          40





**ITEM
      10. EXECUTIVE COMPENSATION.**





The
      following table sets forth certain compensation paid or accrued by us to certain
      of our executive officers during fiscal years ended 2005 and 2004. Summary
      Compensation Table





**Name
                & Principal Position**
            **Year**
            **Salary**
            **Bonus**
            **Annual
                Compensation**
            **Other
                Restricted Stock Rewards**
            **Options
                SARs**
            **LTIP
                Payouts**
            **All
                Other Compensation**Donald
                E. Quarterman,
              Director
            2004
              2005
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0Ron
                Heineman,
              CEO
            2004
              2005
            0
              0
            0
              0
            0
              0
            39,200
              162,001
            0
              0
            0
              0
            0
              0





Options





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





There
      were no long-term incentive plans or rewards made in fiscal 2005.





Employment
      Agreements





None.





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





As
      of
      March 20, 2006, there were 15,219,101 shares of common stock, par value $.0001
      outstanding. The following table sets forth certain information regarding the
      beneficial ownership of our common stock as of March 20, 2006:




-
            all
                directors


-
            each
                person who is known by us to be the beneficial owner of more than
                five
                percent (5%) of the outstanding common
                stock


-
            each
                executive officer named in the Summary Compensation
                Table


-
            all
                directors and executive officers as a group





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








Page
          41











**Title
                of Class**
            **Name
                and Address of Beneficial Owner**
            **Amount
                of Beneficial Ownership**
            **Percent
                of Class**Common
                Stock
            Ronald
                Heineman (1)
              c/o
                Resolve Staffing, Inc.
              3235
                Omni Drive
              Cincinnati,
                OH 45245
            7,772,000
            47.7%Common
                Stock
            Don
                Quarterman, Jr. (2)
              c/o
                Resolve Staffing, Inc.
              3235
                Omni Drive
              Cincinnati,
                OH 45245
            370,000
            2.3%Common
                Stock
            William
                Brown (3)
              c/o
                Resolve Staffing, Inc.
              3235
                Omni Drive
              Cincinnati,
                OH 45245
            2,549,179
            15.6%Common
                Stock
            William
                Walton
              c/o
                Resolve Staffing, Inc.
              3235
                Omni Drive
              Cincinnati,
                OH 45245
            4,000,000
            24.5%Common
                Stock
            Shares
                of all officers and directors as a group (4 persons)
            14,691,179
            90.1%


(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 7,372,000 owned by Mr. Heineman individually.





(2)
      Includes 10,000 shares owned by Pinnacle Corporate Services, of which Mr.
      Quarterman is a managing partner. It also includes 360,000 shares owned by
      Mr.
      Quarterman individually.





(3)
      Includes 1,766,826 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.





**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.





**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, 2005, $5,873,936 was outstanding under
      the agreement. Balances due under the credit agreement were originally due
      May
      8, 2004, but the agreement was extended on a month-to-month basis. On February
      7, 2005, the note was extended for an additional 18 months and the maximum
      amount was increased based on a case by case basis upon review by ELS.





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.


Page
          42


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





We
      filed
      the following reports on Form 8-K during 2005:





Form
      8-K,
      January 13, 2005, Item 5 - Change in Registrant’s Officers; Reporting the
      resignation of Mr. Michael Knox as an officer of the Company.





Form
      8-K,
      February 9, 2005, Item 1.01 - Entry into a Material Definitive Agreement;
      Reporting entering into an agreement to purchase certain assets from ELS, Inc.
      Item 2.01 - Completion of Acquisition or Disposition of Assets; Reporting the
      acquisition of certain assets of ELS, Inc. Item 3.02 - Unregistered Sales of
      Equity Securities; Reporting the issuance of an aggregate of 13,000,000 shares
      of restricted common stock to ELS, Inc., or its principal Shareholders. Item
      7.01 - Regulation FD Disclosure; Reporting the issuance of a press release
      disclosing completion of the acquisition of certain assets of ELS, Inc. Item
      9.01 - Financial Statements and Exhibits; Reporting the pro forma financial
      information required.





Form
      8-K,
      April 22, 2005, Item 5 - Change in Registrant’s Directors; Reporting the
      appointment of William Walton as director of the Company.





Form
      8-K,
      August 24, 2005, Item 1.01 - Entry into a Material Definitive Agreement;
      Reporting the entry into an agreement to purchase certain assets from Truckers
      Plus Leasing, Inc. Item 2.01 - Completion of Acquisition or Disposition of
      Assets; Reporting the acquisition of certain assets of Truckers Plus Leasing,
      Inc. Item 3.02 - Unregistered Sales of Equity Securities; Reporting the issuance
      of an aggregate of 100,000 shares of restricted common stock to Truckers Plus
      Leasing, Inc., or its principal shareholders, in connection with the acquisition
      of certain assets of Truckers Plus, Inc. Item 7.01 - Regulation FD Disclosure;
      Reporting the issuance of a press release disclosing completion of the
      acquisition of certain assets of Truckers Plus, Leasing, Inc. Item 9.01 -
      Financial Statements and Exhibits; Reporting the pro forma financial information
      required by this Item 9(b).





Form
      8-K,
      October 27, 2005, Item 4.02 - Non Reliance on Previously Issued Financial
      Statements; Reporting the Registrant had determined that the financial
      statements contained in the Forms 10-QSB.




Form
      8-K/A, November 14, 2005, Item 4.02 Non-Reliance on Previously Issued Financial
      Statements; Reporting the U.S. Securities and Exchange Commission ("Commission")
      issued comments to the Registrant in connection with the Commission's review
      of
      the Form 8-K filed by the Registrant on October 27, 2005.





Form
      8-K/A, December 12, 2005, Item 1.01 - Entry into a Material Definitive
      Agreement; Reporting entering into an agreement to purchase ELS Personnel
      Services ("ELS"), from Employee Leasing Services, Inc. Item 2.01 - Completion
      of
      Acquisition or Disposition of Assets; Reporting the acquisition of equity
      interest in certain companies from ELS, Inc. Item 3.02 - Unregistered Sales
      of
      Equity Securities; Reporting the issuance of an aggregate of 13,000,000 shares
      of restricted common stock to ELS, Inc. Item 7.01 - Regulation FD Disclosure;
      Reporting the issuance of a press release disclosing completion of the
      acquisition of certain equity interests from ELS, Inc. Item 9.01 - Financial
      Statements and Exhibits; Reporting Financial Statements of Businesses
      Acquired.











Page
          43





**Exhibits**


2.1
            Stock
                Purchase Agreement between M. Richard Cutler, Vi Bui and Premier
                Ventures,
                Inc. dated as of September 24, 2001 (1)2.2
            Stock
                Purchase Agreement between Premier Ventures, Inc. and Work Holdings,
                LLC
                dated as of September 27, 2001 (1)2.3
            Securities
                Exchange Agreement dated November 23, 2001 between Columbialum, Ltd.
                and
                the shareholders of Integra Staffing, Inc. (2)3.1
            Articles
                of Incorporation of the Company (3)3.2
            Bylaws
                of the Company (3)3.3
            Amendment
                to Articles of Incorporation dated January 15, 2002, filed January
                22,
                2002 (4)3.4
            Amendment
                to Articles of Incorporation filed May 29, 2002 (5)4.1
            Form
                of 5% Convertible Subordinated Debenture due December 31, 2002
                (5)4.2
            Form
                of 6% Convertible Subordinated Debenture due June 30, 2003
                (5)4.3
            Form
                of 18% Convertible Note due October 1, 2002 (5)4.4
            Form
                of $.15 warrant expiring June 30, 2007 (6)10.1
            Lease
                dated August 23, 1999 between Fletcher Associates, Inc. and Integra
                Staffing, Inc. (5)10.2
            Consulting
                Agreement dated October 1, 2001 between the Company and Apogee Business
                Consultants, Inc. (5)10.3
            The
                Company's 2001 Equity Incentive Plan (5)10.4
            Amendment
                to the 2001 Equity Incentive Plan (6)10.5
            Form
                of Registration Rights Agreement (6)10.6
            Lease
                dated June 19, 2002 between the Company and Tampa Associates
                (6)10.7
            Lock-up
                and Registration Agreement with R. Gale Porter, dated November 22,
                2002
                (7)10.8
            Note
                Extension of Barbara Green dated February 3, 2003 (8)10.9
            Employment
                Agreement Letter between the Company and Wanda Dearth dated February
                7,
                2003. (8)10.10
            Promissory
                Note with William A. Brown (8)10.11
            Revolving
                line of credit agreement between the Company and Mercantile Bank
                (9)10.12
            Note
                Extension of Barbara Green dated May 3, 2003 (9)10.13
            Consulting
                Agreement between the Company and Pinnacle (10)10.14
            Note
                Extension of Barbara Green, dated June 3, 2003 (10)10.15
            Amended
                Consulting Agreement between the Company and Pinnacle16.1
            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 of Registration Statement on December 23,
      2002.


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


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


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


Page
          44








**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
                March 29, 2007
            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*
            
            March
                29, 2007Ronald
                Heineman
            Chief
                Executive Officer and Director*/s/
                Donald Quarterman, Jr.*
            
            March
                29, 2007Donald
                Quarterman, Jr.
            Director*/s/
                William Brown*
            
            March
                29, 2007William
                Brown
            Director*/s/
                William Walton*
            
            March
                29, 2007William
                Walton
            Director







Page
          45