Resolve Staffing, Inc - On October 11, 2006, the Registrant...

Resolve Staffing, Inc - Recent Material Event

Item 1.01, "Entry into a Material Definitive Agreement," for a more detailed description, the nature of Power Personnel’s business, and the nature and amount and nature of the consideration given in connection with the acquisition.

Item 2.03 - Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

On October 11, 2006, the Registrant entered into a Purchase Agreement with KTF, Inc. (dba Power Personnel). See Item 1.01, "Entry into a Material Definitive Agreement," for a more detailed description of the acquisition, the nature of KTF’s business, and the nature and amount of consideration given in connection with the acquisition. A copy of the Note created as part of the acquisition outlined in Item 1.01 is attached as Exhibit 2.1 to this Form 8-K.

Item 8.01 Other Events.

On October 16, 2006, Resolve Staffing, Inc. issued a news release announcing the above mentioned acquisition of KTF, Inc. (dba Power Personnel). A copy of the Company’s news release is included as Exhibit 99.1 in this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited financial statements for the year ended December 31, 2005 as required by this Item 9.01 are as follows.

KFT, INC.

dba POWER PERSONNEL

FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2005

with

INDEPENDENT AUDITORS' REPORT

Rippe & Kingston CO PSC

certified public accounts & consultants

Rookwood Building

1077 Celestial Street

Cincinnati, Ohio 45202-1696

www.rippe.com

(513) 241-1375

Fax: (513) 241-7843

The Board of Directors

KFT, Inc., dba Power Personnel

Independent Auditors’ Report

We have audited the accompanying balance sheet of KFT, Inc., dba Power Personnel, as of December 31, 2005, and the related statements of income and retained earnings and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of KFT, Inc., dba Power Personnel, as of December 31, 2005, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Rippe and Kingston CO PSC

December 22, 2006

KTF, INC.

dba POWER PERSONNEL

BALANCE SHEET

December 31, 2005

ASSETS
CURRENT ASSETS:
Cash	$446,954
Accounts receivable, less allowance for doubtful accounts of $25,000	1,448,760
Prepaid insurance	34,703
Total current assets	1,930,417

PROPERTY AND EQUIPMENT:
Office furniture and equipment	54,290
Automotive equipment	65,513
	119,803
Less: accumulated depreciation	(79,941)
Net property and equipment	39,862

OTHER ASSETS:
Accounts receivable - stockholder	321,958
Loan closing costs - net of accumulated amortization of $26,587	44,312
Total other assets	366,270

Total assets	$2,336,549

LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts payable - trade	$68,028
Lines of credit	1,407,848
Accrued withholdings and payroll liabilities	306,234
Accrued income taxes	19,270
Other accrued expenses	7,310
Current portion of long-term debt	8,645
Total current liabilities	1,817,335

LONG-TERM DEBT, less current portion	66,392

STOCKHOLDER'S EQUITY:
Common stock, no par value, 100 shares authorized, issued
and outstanding
Retained earnings	452,322
Total stockholder's equity	452,822

Total liabilities and stockholder's equity	$2,336,549